<PAGE>

                                                             Execution Version

                                                                     EXHIBIT 4.1

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                              IMCO RECYCLING INC.,

                    THE SUBSIDIARY GUARANTORS PARTIES HERETO,

                                       AND


                              JPMORGAN CHASE BANK,
                                   AS TRUSTEE

                      10 3/8% Senior Secured Notes due 2010

                                   ----------

                                    INDENTURE

                           Dated as of October 6, 2003


                                   ----------


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                                Table of Contents

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ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE........................................ 1

    SECTION 1.1.   Definitions.............................................................. 1
    SECTION 1.2.   Other Definitions........................................................31
    SECTION 1.3.   Incorporation by Reference of Trust Indenture Act........................33
    SECTION 1.4.   Rules of Construction....................................................33

ARTICLE II THE SECURITIES...................................................................34

    SECTION 2.1.   Form, Dating and Terms...................................................34
    SECTION 2.2.   Execution and Authentication.............................................43
    SECTION 2.3.   Registrar and Paying Agent...............................................44
    SECTION 2.4.   Paying Agent to Hold Money in Trust......................................45
    SECTION 2.5.   Securityholder Lists.....................................................45
    SECTION 2.6.   Transfer and Exchange....................................................46
    SECTION 2.7.   Form of Certificate to be Delivered in Connection with
                    Transfers to Institutional Accredited Investors.........................49
    SECTION 2.8.   Form of Certificate to be Delivered in Connection with
                    Transfers Pursuant to Regulation S......................................51
    SECTION 2.9.   Mutilated, Destroyed, Lost or Stolen Securities..........................52
    SECTION 2.10.  Outstanding Securities...................................................53
    SECTION 2.11.  Temporary Securities.....................................................53
    SECTION 2.12.  Cancellation.............................................................54
    SECTION 2.13.  Payment of Interest; Defaulted Interest..................................54
    SECTION 2.14.  Computation of Interest..................................................55
    SECTION 2.15.  CUSIP, Common Code and ISIN Numbers......................................55

ARTICLE III COVENANTS.......................................................................56

    SECTION 3.1.   Payment of Securities....................................................56
    SECTION 3.2.   Limitation on Indebtedness...............................................56
    SECTION 3.3.   Limitation on Restricted Payments........................................61
    SECTION 3.4.   Limitation on Restrictions on Distributions from Restricted
                    Subsidiaries....................2
    SECTION 3.5.   Limitation on Sales of Assets and Subsidiary Stock.......................65
    SECTION 3.6.   Limitation on Liens......................................................68
    SECTION 3.7.   Limitation on Sale/Leaseback Transactions................................75
    SECTION 3.8.   Limitation on Affiliate Transactions.....................................75
    SECTION 3.9.   Limitation on Sale of Capital Stock of Restricted Subsidiaries...........77
    SECTION 3.10.  Change of Control........................................................77
    SECTION 3.11.  SEC Reports..............................................................79
    SECTION 3.12.  Future Subsidiary Guarantors.............................................80
    SECTION 3.13.  Maintenance of Office or Agency..........................................80
    SECTION 3.14.  Corporate Existence......................................................80
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    SECTION 3.15.  Payment of Taxes and Other Claims........................................81
    SECTION 3.16.  Payments for Consent.....................................................81
    SECTION 3.17.  Compliance Certificate...................................................81
    SECTION 3.18.  Further Instruments and Acts.............................................81
    SECTION 3.19.  Limitation on Lines of Business..........................................81
    SECTION 3.20.  Statement by Officers as to Default......................................81
    SECTION 3.21.  VAW-IMCO Redemption Payment..............................................82

ARTICLE IV SUCCESSOR COMPANY................................................................82

    SECTION 4.1.   Merger and Consolidation.................................................82

ARTICLE V REDEMPTION OF SECURITIES..........................................................83

    SECTION 5.1.   Redemption...............................................................83
    SECTION 5.2.   Applicability of Article.................................................83
    SECTION 5.3.   Election to Redeem; Notice to Trustee....................................83
    SECTION 5.4.   Selection by Trustee of Securities to Be Redeemed........................84
    SECTION 5.5.   Notice of Redemption.....................................................84
    SECTION 5.6.   Deposit of Redemption Price..............................................85
    SECTION 5.7.   Securities Payable on Redemption Date....................................85
    SECTION 5.8.   Securities Redeemed in Part..............................................86

ARTICLE VI DEFAULTS AND REMEDIES............................................................86

    SECTION 6.1.   Events of Default........................................................86
    SECTION 6.2.   Acceleration.............................................................89
    SECTION 6.3.   Other Remedies...........................................................90
    SECTION 6.4.   Waiver of Past Defaults..................................................90
    SECTION 6.5.   Control by Majority......................................................90
    SECTION 6.6.   Limitation on Suits......................................................91
    SECTION 6.7.   Rights of Holders to Receive Payment.....................................91
    SECTION 6.8.   Collection Suit by Trustee...............................................91
    SECTION 6.9.   Trustee May File Proofs of Claim.........................................91
    SECTION 6.10.  Priorities...............................................................92
    SECTION 6.11.  Undertaking for Costs....................................................92

ARTICLE VII TRUSTEE.........................................................................93

    SECTION 7.1.   Duties of Trustee........................................................93
    SECTION 7.2.   Rights of Trustee........................................................94
    SECTION 7.3.   Individual Rights of Trustee.............................................95
    SECTION 7.4.   Trustee's Disclaimer.....................................................95
    SECTION 7.5.   Notice of Defaults.......................................................95
    SECTION 7.6.   Reports by Trustee to Holders............................................96
    SECTION 7.7.   Compensation and Indemnity...............................................96
    SECTION 7.8.   Replacement of Trustee...................................................97
    SECTION 7.9.   Successor Trustee by Merger..............................................98
    SECTION 7.10.  Eligibility; Disqualification............................................98
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    SECTION 7.11.  Preferential Collection of Claims Against the Company....................98
    SECTION 7.12.  Trustee's Application for Instruction from the Company...................99

ARTICLE VIII DISCHARGE OF INDENTURE; DEFEASANCE.............................................99

    SECTION 8.1.   Discharge of Liability on Securities; Defeasance.........................99
    SECTION 8.2.   Conditions to Defeasance................................................101
    SECTION 8.3.   Application of Trust Money..............................................102
    SECTION 8.4.   Repayment to the Company................................................102
    SECTION 8.5.   Indemnity for U.S. Government Obligations...............................102
    SECTION 8.6.   Reinstatement...........................................................102

ARTICLE IX AMENDMENTS......................................................................103

    SECTION 9.1.   Without Consent of Holders..............................................103
    SECTION 9.2.   With Consent of Holders.................................................104
    SECTION 9.3.   Compliance with Trust Indenture Act.....................................105
    SECTION 9.4.   Revocation and Effect of Consents and Waivers...........................105
    SECTION 9.5.   Notation on or Exchange of Securities...................................106
    SECTION 9.6.   Trustee To Sign Amendments..............................................106

ARTICLE X SUBSIDIARY GUARANTEE.............................................................106

    SECTION 10.1.  Subsidiary Guarantee....................................................106
    SECTION 10.2.  Limitation on Liability; Termination, Release and Discharge.............108
    SECTION 10.3.  Right of Contribution...................................................109
    SECTION 10.4.  No Subrogation..........................................................110

ARTICLE XI COLLATERAL AND SECURITY.........................................................110

    SECTION 11.1.  The Collateral..........................................................110
    SECTION 11.2.  Further Assurances......................................................111
    SECTION 11.3.  Release of Liens on the Collateral......................................112
    SECTION 11.4.  Authorization of Actions to be Taken by the Trustee
                    Under the Collateral Documents.........................................113
    SECTION 11.5.  Collateral Account......................................................115

ARTICLE XII MISCELLANEOUS..................................................................116

    SECTION 12.1.  Trust Indenture Act Controls............................................116
    SECTION 12.2.  Notices.................................................................116
    SECTION 12.3.  Communication by Holders with other Holders.............................117
    SECTION 12.4.  Certificate and Opinion as to Conditions Precedent......................117
    SECTION 12.5.  Statements Required in Certificate or Opinion...........................117
    SECTION 12.6.  When Securities Disregarded.............................................118
    SECTION 12.7.  Rules by Trustee, Paying Agent and Registrar............................118
    SECTION 12.8.  Legal Holidays..........................................................118
    SECTION 12.9.  GOVERNING LAW...........................................................118
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    SECTION 12.10. No Recourse Against Others..............................................118
    SECTION 12.11. Successors..............................................................119
    SECTION 12.12. Multiple Originals......................................................119
    SECTION 12.13. Qualification of Indenture..............................................119
    SECTION 12.14. Table of Contents; Headings.............................................119
</TABLE>

SCHEDULE 3.4
SCHEDULE 3.8

EXHIBIT A  Form of the Series A Note
EXHIBIT B  Form of the Series B Note
EXHIBIT C  Form of Indenture Supplement to Add Subsidiary Guarantors

iv

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                              CROSS-REFERENCE TABLE

TIA                                                             Indenture
Section                                                          Section

310(a)(1)              .....................................      7.10
   (a)(2)              .....................................      7.10
   (a)(3)              .....................................      N.A.
   (a)(4)              .....................................      N.A.
   (a)(5)              .....................................      7.10
   (b)                 .....................................      7.8; 7.10
   (c)                 .....................................      N.A.
311(a)                 .....................................      7.11
   (b)                 .....................................      7.11
   (c)                 .....................................      N.A.
312(a)                 .....................................      2.5
   (b)                 .....................................     12.3
   (c)                 .....................................     12.3
313(a)                 .....................................      7.6
   (b)(1)              .....................................      N.A.
   (b)(2)              .....................................      7.6; 11.2
   (c)                 .....................................      7.6; 11.2
   (d)                 .....................................      7.6
314(a)                 .....................................    3.11; 3.17; 12.5
   (b)                 .....................................     11.2
   (c)(1)              .....................................     12.4
   (c)(2)              .....................................     12.4
   (c)(3)              .....................................      N.A.
   (d)                 .....................................     11.2; 11.3
   (e)                 .....................................     12.5
315(a)                 .....................................      7.1
   (b)                 .....................................      7.5; 12.2
   (c)                 .....................................      7.1
   (d)                 .....................................      7.1
   (e)                 .....................................      6.11
316(a)(last sentence)  .....................................     12.6
   (a)(1)(A)           .....................................      6.5
   (a)(1)(B)           .....................................      6.4
   (a)(2)              .....................................      N.A.
   (b)                 .....................................      6.7
   (c)                 .....................................      6.5
317(a)(1)              .....................................      6.8
   (a)(2)              .....................................      6.9
   (b)                 .....................................      2.4
318(a)                 .....................................     12.1

        N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.

v

<PAGE>

                INDENTURE dated as of October 6, 2003, among IMCO RECYCLING
INC., a Delaware corporation (the "Company"), THE SUBSIDIARY GUARANTORS (as
defined herein) party hereto and JPMORGAN CHASE BANK (the "Trustee"), as
Trustee.

                Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of (i) the
Company's 10 3/8% Senior Secured Notes, Series A, due 2010, issued on the date
hereof and the guarantees thereof by certain of the Company's subsidiaries (the
"Initial Securities"), (ii) if and when issued, an unlimited principal amount of
additional 10 3/8% Senior Secured Notes, Series A, due 2010 in a non-registered
offering or 10 3/8% Senior Secured Notes, Series B, due 2010 in a registered
offering of the Company, and the guarantees thereof by certain of the Company's
subsidiaries that may be offered from time to time subsequent to the Issue Date,
in each case subject to Section 2.1 (the "Additional Securities") as provided in
Section 2.1(a) and (iii) if and when issued, the Company's 10 3/8% Senior
Secured Notes, Series B, due 2010 and the guarantees thereof by certain of the
Company's subsidiaries that may be issued from time to time in exchange for
Initial Securities or any Additional Securities in an offer registered under the
Securities Act as provided in the Registration Rights Agreement, as hereinafter
defined, (the "Exchange Securities," and together with the Initial Securities
and Additional Securities, the "Securities").

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                SECTION 1.1.  Definitions.

                "Acquired Indebtedness" means Indebtedness (i) of a Person or
any of its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary or (ii) assumed in connection with the acquisition of assets from
such Person, in each case whether or not Incurred by such Person in connection
with, or in anticipation or contemplation of, such Person becoming a Restricted
Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to have
been Incurred, with respect to clause (i) of the preceding sentence, on the date
such Person becomes a Restricted Subsidiary and, with respect to clause (ii) of
the preceding sentence, on the date of consummation of such acquisition of
assets.

                "Additional Assets" means:

                (1) any property or assets (other than Indebtedness and Capital
        Stock) to be used by the Company or a Restricted Subsidiary in a Related
        Business;

                (2) the Capital Stock of a Person that becomes a Restricted
        Subsidiary as a result of the acquisition of such Capital Stock by the
        Company or a Restricted Subsidiary; or

                (3) Capital Stock constituting a minority interest in any Person
        that at such time is a Restricted Subsidiary;

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                                                                               2

provided, however, that, in the case of clauses (2) and (3), such Restricted
Subsidiary is primarily engaged in a Related Business.

                "Additional Securities" has the meaning ascribed to it in the
second introductory paragraph of this Indenture.

                "Affiliate" of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing;
provided that beneficial ownership of 15% or more of the Voting Stock of a
Person shall be deemed to be control.

                "Asset Disposition" means any direct or indirect sale, lease
(other than an operating lease or sublease entered into in the ordinary course
of business), transfer, issuance or other disposition, or a series of related
sales, leases, transfers, issuances or dispositions that are part of a common
plan, of shares of Capital Stock of a Subsidiary (other than directors'
qualifying shares), property or other assets (each referred to for the purposes
of this definition as a "disposition") by the Company or any of its Restricted
Subsidiaries, including any disposition by means of a merger, consolidation or
similar transaction (provided that (i) the disposition of all or substantially
all of the assets of the Company and its Restricted Subsidiaries, taken as a
whole, will be governed by Section 3.10 and Section 4.1 and (ii) the disposition
of all the Voting Stock of or all or substantially all of the assets of any
Subsidiary Guarantor will be governed by Section 3.9 and Section 10.2(b),
respectively).

                Notwithstanding the preceding, the following items shall not be
deemed to be Asset Dispositions:

                (1)     a disposition by a Restricted Subsidiary to the Company
        or by the Company or a Restricted Subsidiary to a Wholly-Owned
        Subsidiary (other than a Receivables Entity); provided that in the case
        of a sale by a Restricted Subsidiary to another Restricted Subsidiary,
        the Company directly or indirectly owns an equal or greater percentage
        of the Common Stock of the transferee than of the transferor;

                (2)     the sale of Cash Equivalents in the ordinary course of
        business;

                (3)     a disposition of inventory in the ordinary course of
        business;

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

                (5)     transactions permitted under Section 4.1;

                (6)     an issuance of Capital Stock by a Restricted Subsidiary
        to the Company or to a Wholly-Owned Subsidiary (other than a Receivables
        Entity);

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                                                                               3

                (7)     for purposes of Section 3.5 only, the making of a
        Permitted Investment or a disposition subject to Section 3.3;

                (8)     an Asset Swap effected in compliance with Section 3.5;

                (9)     sales of accounts receivable and related assets or an
        interest therein of the type specified in the definition of "Qualified
        Receivables Transaction" to a Receivables Entity;

                (10)    dispositions of assets with an aggregate fair market
        value during any calendar year not exceeding $500,000;

                (11)    dispositions in connection with Permitted Liens;

                (12)    dispositions of receivables in connection with (i) a
        Qualified Receivables Transaction and (ii) the compromise, settlement or
        collection of receivables in the ordinary course of business or in
        bankruptcy or similar proceedings and exclusive of factoring or similar
        arrangements;

                (13)    the licensing or sublicensing of intellectual property
        or other general intangibles and licenses, leases or subleases of other
        property in the ordinary course of business which do not materially
        interfere with the business of the Company and its Restricted
        Subsidiaries; and

                (14)    foreclosure on assets.

                "Asset Swap" means concurrent purchase and sale or exchange of
Related Business Assets between the Company or any of its Restricted
Subsidiaries and another Person; provided that any cash received must be applied
in accordance with Section 3.5.

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

                "Average Life" means, as of the date of determination, with
respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing (1) the sum of the products of the numbers of years from the date of
determination to the dates of each successive scheduled principal payment of
such Indebtedness or redemption or similar payment with respect to such
Preferred Stock multiplied by the amount of such payment by (2) the sum of all
such payments.

                "Bankruptcy Law" means Title 11 of the United States Code or
similar federal or state law for the relief of debtors.

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

<PAGE>

                                                                               4

                "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of a 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 the date of determination, an
amount equal to the sum, without duplication of (1) 85% of the net book value of
the Company's and its Subsidiary Guarantors' accounts receivable at such date
(other than any accounts receivable pledged or otherwise transferred or
encumbered in connection with a Qualified Receivables Transaction) and (2) 65%
of the net book value of the Company's and its Subsidiary Guarantors'
inventories at such date. Net book value shall be determined in accordance with
GAAP and shall be that reflected on the most recent available balance sheet (it
being understood that the accounts receivable and inventories of an acquired
business may be included if such acquisition has been completed on or prior to
the date of determination).

                "Business Day" means each day that is not a Saturday, Sunday or
other day on which banking institutions in New York, New York are authorized or
required by law to close.

                "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including any Preferred Stock, but excluding any debt securities convertible
into such equity.

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

                "Cash Equivalents" means:

                (1)     securities issued or directly and fully guaranteed or
        insured by the United States Government or any agency or instrumentality
        of the United States (provided that the full faith and credit of the
        United States is pledged in support thereof), having maturities of not
        more than one year from the date of acquisition;

                (2)     marketable general obligations issued by any state of
        the United States of America or any political subdivision of any such
        state or any public instrumentality thereof maturing within one year
        from the date of acquisition and, at the time of acquisition, having a
        credit rating of "A" or better from either Standard & Poor's Ratings
        Services or Moody's Investors Service, Inc.;

                (3)     demand deposits, trust accounts, certificates of
        deposit, time deposits, eurodollar time deposits, overnight bank
        deposits or bankers' acceptances having maturities of not more than one
        year from the date of acquisition thereof issued by any commercial bank
        the long-term debt of which is rated at the time of acquisition thereof
        at

<PAGE>

                                                                               5

        least "A" or the equivalent thereof by Standard & Poor's Ratings
        Services, or "A" or the equivalent thereof by Moody's Investors Service,
        Inc., and having combined capital and surplus in excess of $500 million;

                (4)     repurchase obligations with a term of not more than 30
        days for underlying securities of the types described in clauses (1),
        (2) and (3) entered into with any bank meeting the qualifications
        specified in clause (3) above;

                (5)     commercial paper rated at the time of acquisition
        thereof at least "A-2" or the equivalent thereof by Standard & Poor's
        Ratings Services or "P-2" or the equivalent thereof by Moody's Investors
        Service, Inc., or carrying an equivalent rating by a nationally
        recognized rating agency, if both of the two named rating agencies cease
        publishing ratings of investments, and in any case maturing within one
        year after the date of acquisition thereof;

                (6)     interests in any investment company or money market fund
        which invests 95% or more of its assets in instruments of the type
        specified in clauses (1) through (5) above; and

                (7)     securities, bank accounts, investments, interests and
        other assets that are purchased by a Foreign Subsidiary and that are (i)
        comparable in nature, but not in risk or identity of issuer, to the
        foregoing but reflecting local business, governmental and capital
        markets conditions in the country in which the applicable Foreign
        Subsidiary is doing business or maintaining cash, (ii) reasonably
        necessary for the short term management of the cash of Foreign
        Subsidiaries, and (iii) prudent investments for a Foreign Subsidiary
        under the applicable circumstances in the country in which such Foreign
        Subsidiary is doing business.

                "Change of Control" means:

                (1)     any "person" or "group" of related persons (as such
        terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or
        becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under
        the Exchange Act, except that such person or group shall be deemed to
        have "beneficial ownership" of all shares that any such person or group
        has the right to acquire, whether such right is exercisable immediately
        or only after the passage of time), directly or indirectly, of more than
        35% of the total voting power of the Voting Stock of the Company (or its
        successor by merger, consolidation or purchase of all or substantially
        all of its assets) (for the purposes of this clause, such person or
        group shall be deemed to beneficially own any Voting Stock of the
        Company held by a parent entity, if such person or group "beneficially
        owns" (as defined above), directly or indirectly, more than 35% of the
        voting power of the Voting Stock of such parent entity); or

                (2)     the first day on which a majority of the members of the
        Board of Directors of the Company are not Continuing Directors; or

                (3)     the sale, lease, transfer, conveyance or other
        disposition (other than by way of merger or consolidation), in one or a
        series of related transactions, of all or substantially

<PAGE>

                                                                               6

        all of the assets of the Company and its Restricted Subsidiaries taken
        as a whole to any "person" (as such term is used in Sections 13(d) and
        14(d) of the Exchange Act); or

                (4)     the adoption by the stockholders of the Company of a
        plan or proposal for the liquidation or dissolution of the Company.

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

                "Collateral" means the property and assets pledged on a first
priority basis as security for the Securities, consisting of the real property,
fixtures, equipment and the Intercompany Note that are pledged as collateral
pursuant to the Collateral Documents and any additional property or assets that
are pledged as collateral pursuant to the terms hereof.

                "Collateral Account" means a segregated account under the sole
control of the Trustee that includes all cash and Cash Equivalents received by
the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps
involving the transfer of Collateral, Intercompany Note Payments, foreclosures
on or sales of the Collateral, the VAW-IMCO Redemption Payment, any issuance of
Additional Securities or any other awards or proceeds pursuant to the Collateral
Documents, including earnings, revenues, rents, issues, profits and income from
the Collateral received pursuant to the Collateral Documents, and interest
earned thereon, and is free from all other Liens.

                "Collateral Documents" means the mortgages, deeds of trust,
deeds to secure debt, security agreements, pledge agreements, agency agreements
and other instruments and documents executed and delivered pursuant to this
Indenture or any of the foregoing, as the same may be amended, supplemented or
otherwise modified from time to time and pursuant to which Collateral is
pledged, assigned or granted to or on behalf of the Trustee for the ratable
benefit of the Holders and the Trustee or notice of such pledge, assignment or
grant is given.

                "Common Stock" means with respect to any Person, any and all
shares, interests or other participations in, and other equivalents (however
designated and whether voting or nonvoting) of such Person's common stock
whether or not outstanding on the Issue Date, and includes, without limitation,
all series and classes of such common stock.

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

                "Consolidated Coverage Ratio" means as of any date of
determination, with respect to any Person, the ratio of (x) the aggregate amount
of Consolidated EBITDA of such Person for the period of the most recent four
consecutive fiscal quarters ending prior to the date of such determination for
which financial statements are in existence to (y) Consolidated Interest Expense
for such four fiscal quarters, provided, however, that:

                (1)     if the Company or any Restricted Subsidiary:

<PAGE>

                                                                               7

                (a)     has Incurred any Indebtedness since the beginning of
                        such period that remains outstanding on such date of
                        determination or if the transaction giving rise to the
                        need to calculate the Consolidated Coverage Ratio is an
                        Incurrence of Indebtedness, Consolidated EBITDA and
                        Consolidated Interest Expense for such period will be
                        calculated after giving effect on a pro forma basis to
                        such Indebtedness as if such Indebtedness had been
                        Incurred on the first day of such period (except that in
                        making such computation, the amount of Indebtedness
                        under any revolving credit facility outstanding on the
                        date of such calculation will be deemed to be (i) the
                        average daily balance of such Indebtedness during such
                        four fiscal quarters or such shorter period for which
                        such facility was outstanding or (ii) if such facility
                        was created after the end of such four fiscal quarters,
                        the average daily balance of such Indebtedness during
                        the period from the date of creation of such facility to
                        the date of such calculation) and the discharge of any
                        other Indebtedness repaid, repurchased, defeased or
                        otherwise discharged with the proceeds of such new
                        Indebtedness as if such discharge had occurred on the
                        first day of such period; or

                (b)     has repaid, repurchased, defeased or otherwise
                        discharged any Indebtedness since the beginning of the
                        period that is no longer outstanding on such date of
                        determination or if the transaction giving rise to the
                        need to calculate the Consolidated Coverage Ratio
                        involves a discharge of Indebtedness (in each case other
                        than Indebtedness Incurred under any revolving credit
                        facility unless such Indebtedness has been permanently
                        repaid and the related commitment terminated),
                        Consolidated EBITDA and Consolidated Interest Expense
                        for such period will be calculated after giving effect
                        on a pro forma basis to such discharge of such
                        Indebtedness, including with the proceeds of such new
                        Indebtedness, as if such discharge had occurred on the
                        first day of such period;

                (2)     if since the beginning of such period the Company or any
        Restricted Subsidiary will have made any Asset Disposition or disposed
        of any company, division, operating unit, segment, business, group of
        related assets or line of business or if the transaction giving rise to
        the need to calculate the Consolidated Coverage Ratio is such an Asset
        Disposition:

                (a)     the Consolidated EBITDA for such period will be reduced
                        by an amount equal to the Consolidated EBITDA (if
                        positive) directly attributable to the assets which are
                        the subject of such Asset Disposition for such period or
                        increased by an amount equal to the Consolidated EBITDA
                        (if negative) directly attributable thereto for such
                        period; and

                (b)     Consolidated Interest Expense for such period will be
                        reduced by an amount equal to the Consolidated Interest
                        Expense directly attributable to any Indebtedness of the
                        Company or any Restricted Subsidiary repaid,
                        repurchased, defeased or otherwise discharged with
                        respect to the Company and its continuing Restricted
                        Subsidiaries in connection with

<PAGE>

                                                                               8

                        such Asset Disposition for such period (or, if the
                        Capital Stock of any Restricted Subsidiary is sold, the
                        Consolidated Interest Expense for such period directly
                        attributable to the Indebtedness of such Restricted
                        Subsidiary to the extent the Company and its continuing
                        Restricted Subsidiaries are no longer liable for such
                        Indebtedness after such sale);

                (3)     if since the beginning of such period the Company or any
        Restricted Subsidiary (by merger or otherwise) will have made an
        Investment in any Restricted Subsidiary (or any Person which becomes a
        Restricted Subsidiary or is merged with or into the Company) or an
        acquisition of assets, including any acquisition of assets occurring in
        connection with a transaction causing a calculation to be made
        hereunder, which constitutes all or substantially all of a company,
        division, operating unit, segment, business, group of related assets or
        line of business, Consolidated EBITDA and Consolidated Interest Expense
        for such period will be calculated after giving pro forma effect thereto
        (including the Incurrence of any Indebtedness) as if such Investment or
        acquisition occurred on the first day of such period; and

                (4)     if since the beginning of such period any Person (that
        subsequently became a Restricted Subsidiary or was merged with or into
        the Company or any Restricted Subsidiary since the beginning of such
        period) will have Incurred any Indebtedness or discharged any
        Indebtedness, made any Asset Disposition or any Investment or
        acquisition of assets that would have required an adjustment pursuant to
        clause (2) or (3) above if made by the Company or a Restricted
        Subsidiary during such period, Consolidated EBITDA and Consolidated
        Interest Expense for such period will be calculated after giving pro
        forma effect thereto as if such Asset Disposition or Investment or
        acquisition of assets occurred on the first day of such period.

                For purposes of this definition, whenever pro forma effect is to
be given to any calculation under this definition, the pro forma calculations
will be determined in good faith by a responsible financial or accounting
officer of the Company (including pro forma expense and cost reductions
calculated on a basis consistent with Regulation S-X under the Securities Act).
If any Indebtedness bears a floating rate of interest and is being given pro
forma effect, the interest expense on such Indebtedness will be calculated as if
the rate in effect on the date of determination had been the applicable rate for
the entire period (taking into account any Interest Rate Agreement applicable to
such Indebtedness if such Interest Rate Agreement has a remaining term in excess
of 12 months). If any Indebtedness that is being given pro forma effect bears an
interest rate at the option of the Company, the interest rate shall be
calculated by applying such optional rate chosen by the Company.

                "Consolidated EBITDA" for any period means, without duplication,
the Consolidated Net Income for such period, plus the following to the extent
deducted in calculating such Consolidated Net Income:

                (1)     Consolidated Interest Expense;

                (2)     Consolidated Income Taxes;

<PAGE>

                                                                               9

                (3)     consolidated depreciation expense;

                (4)     consolidated amortization expense or impairment charges
        recorded in connection with the application of Financial Accounting
        Standard No. 142 "Goodwill and Other Intangibles"; and

                (5)     other non-cash charges reducing Consolidated Net Income,
        including an amount not to exceed $1.0 million with respect to the
        write-off of financing costs in connection with the refinancing of
        Indebtedness with the proceeds from the sale of the Initial Securities,
        (but, in any event, excluding any such non-cash charge to the extent it
        represents an accrual of or reserve for cash charges in any future
        period or amortization of a prepaid cash expense that was paid in a
        prior period not included in the calculation).

                Notwithstanding the preceding sentence, clauses (2) through (5)
relating to amounts of a Restricted Subsidiary of a Person will be added to
Consolidated Net Income to compute Consolidated EBITDA of such Person only to
the extent (and in the same proportion) that the net income (loss) of such
Restricted Subsidiary was included in calculating the Consolidated Net Income of
such Person and, to the extent the amounts set forth in clauses (2) through (5)
are in excess of those necessary to offset a net loss of such Restricted
Subsidiary or if such Restricted Subsidiary has net income for such period
included in Consolidated Net Income, only if a corresponding amount would be
permitted at the date of determination to be dividended to the Company by such
Restricted Subsidiary without prior approval (that has not been obtained),
pursuant to the terms of its charter and all agreements, instruments, judgments,
decrees, orders, statutes, rules and governmental regulations applicable to that
Restricted Subsidiary or its stockholders.

                "Consolidated Income Taxes" means, with respect to any Person
for any period, taxes imposed upon such Person or other payments required to be
made by such Person by any governmental authority which taxes or other payments
are calculated by reference to the income or profits of such Person or such
Person and its Restricted Subsidiaries (to the extent such income or profits
were included in computing Consolidated Net Income for such period), regardless
of whether such taxes or payments are required to be remitted to any
governmental authority.

                "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its consolidated Restricted Subsidiaries,
whether paid or accrued, plus, to the extent not included in such interest
expense:

                (1)     interest expense attributable to Capitalized Lease
        Obligations and the interest portion of rent expense associated with
        Attributable Indebtedness in respect of the relevant lease giving rise
        thereto, determined as if such lease were a capitalized lease in
        accordance with GAAP and the interest component of any deferred payment
        obligations;

                (2)     amortization of debt discount and debt issuance cost
        (provided that any amortization of bond premium will be credited to
        reduce Consolidated Interest Expense

<PAGE>

                                                                              10

        unless, pursuant to GAAP, such amortization of bond premium has
        otherwise reduced Consolidated Interest Expense);

                (3)     non-cash interest expense;

                (4)     commissions, discounts and other fees and charges owed
        with respect to letters of credit and bankers' acceptance financing;

                (5)     the interest expense on Indebtedness of another Person
        that is Guaranteed by such Person or one of its Restricted Subsidiaries
        or secured by a Lien on assets of such Person or one of its Restricted
        Subsidiaries;

                (6)     net costs, after giving effect to the effects of the
        underlying hedged transaction, associated with Hedging Obligations
        (including amortization of fees) provided, however, that if Hedging
        Obligations result in net benefits rather than net costs, such benefits
        shall be credited to reduce Consolidated Interest Expense unless,
        pursuant to GAAP, such net benefits are otherwise reflected in
        Consolidated Net Income;

                (7)     the consolidated interest expense of such Person and its
        Restricted Subsidiaries that was capitalized during such period;

                (8)     the product of (a) all dividends paid or payable, in
        cash, Cash Equivalents or Indebtedness or accrued during such period on
        any series of Disqualified Stock of such Person or on Preferred Stock of
        its Restricted Subsidiaries payable to a party other than the Company or
        a Wholly-Owned Subsidiary, times (b) a fraction, the numerator of which
        is one and the denominator of which is one minus the then current
        combined federal, state, provincial and local statutory tax rate of such
        Person, expressed as a decimal, in each case, on a consolidated basis
        and in accordance with GAAP;

                (9)     Receivables Fees; and

                (10)    the cash contributions to any employee stock ownership
        plan or similar trust to the extent such contributions are used by such
        plan or trust to pay interest or fees to any Person (other than the
        Company) in connection with Indebtedness Incurred by such plan or trust.

                For the purpose of calculating the Consolidated Coverage Ratio
in connection with the Incurrence of any Indebtedness described in the final
paragraph of the definition of "Indebtedness", the calculation of Consolidated
Interest Expense shall include all interest expense (including any amounts
described in clauses (1) through (10) above) relating to any Indebtedness of the
Company or any Restricted Subsidiary described in the final paragraph of the
definition of "Indebtedness".

                For purposes of the foregoing, total interest expense will be
determined (i) after giving effect to any net payments made or received by the
Company and its Subsidiaries with respect to Interest Rate Agreements and (ii)
exclusive of amounts classified as other comprehensive income in the balance
sheet of the Company. Notwithstanding anything to the contrary contained herein,
commissions, discounts, yield and other fees and charges Incurred in

<PAGE>

                                                                              11

connection with any transaction pursuant to which the Company or its Restricted
Subsidiaries may sell, convey or otherwise transfer or grant a security interest
in any accounts receivable or related assets shall be included in Consolidated
Interest Expense.

                "Consolidated Net Income" means, for any period, the net income
(loss) of the Company and its consolidated Restricted Subsidiaries determined in
accordance with GAAP; provided, however, that there will not be included in such
Consolidated Net Income:

                (1)     any net income (loss) of any Person if such Person is
        not a Restricted Subsidiary, except that:

                (a)     subject to the limitations contained in clauses (3), (4)
                        and (5) below, the Company's equity in the net income of
                        any such Person for such period will be included in such
                        Consolidated Net Income up to the aggregate amount of
                        cash actually distributed by such Person during such
                        period to the Company or a Restricted Subsidiary as a
                        dividend or other distribution (subject, in the case of
                        a dividend or other distribution to a Restricted
                        Subsidiary, to the limitations contained in clause (2)
                        below); and

                (b)     the Company's equity in a net loss of any such Person
                        (other than an Unrestricted Subsidiary) for such period
                        will be included in determining such Consolidated Net
                        Income to the extent such loss has been funded with cash
                        from the Company or a Restricted Subsidiary;

                (2)     any net income (but not loss) of any Restricted
        Subsidiary if such Restricted Subsidiary is then restricted, directly or
        indirectly, in the payment of dividends or the making of distributions
        by such Restricted Subsidiary, to the Company, except that:

                (a)     subject to the limitations contained in clauses (3), (4)
                        and (5) below, the Company's equity in the net income of
                        any such Restricted Subsidiary for such period will be
                        included in such Consolidated Net Income up to the
                        aggregate amount of cash that could have been
                        distributed by such Restricted Subsidiary during such
                        period to the Company or another Restricted Subsidiary
                        as a dividend (subject, in the case of a dividend to
                        another Restricted Subsidiary, to the limitation
                        contained in this clause); and

                (b)     the Company's equity in a net loss of any such
                        Restricted Subsidiary for such period will be included
                        in determining such Consolidated Net Income;

                (3)     any gain (loss) realized upon the sale or other
        disposition of any property, plant or equipment of the Company or its
        consolidated Restricted Subsidiaries (including pursuant to any
        Sale/Leaseback Transaction) which is not sold or otherwise disposed of
        in the ordinary course of business and any gain (loss) realized upon the
        sale or other disposition of any Capital Stock of any Person;

<PAGE>

                                                                              12

                (4)     any extraordinary gain or loss;

                (5)     the cumulative effect of a change in accounting
        principles; and

                (6)     gains or losses arising from the repurchase, repayment
        or redemption of Indebtedness with the proceeds from the sale of the
        Initial Securities (including for these purposes, gain or losses arising
        from the making of the VAW-IMCO Redemption Payment).

                "Continuing Directors" means, as of any date of determination,
any member of the Board of Directors of the Company who: (1) was a member of
such Board of Directors on the date of the Indenture; or (2) was nominated for
election or elected to such Board of Directors with the approval of a majority
of the Continuing Directors who were members of such Board at the time of such
nomination or election.

                "Credit Facility" means, with respect to the Company or any
Subsidiary Guarantor, one or more debt facilities (including, without
limitation, the Senior Secured Credit Agreement) or commercial paper facilities
with banks or other institutional lenders providing for revolving credit loans,
term loans, Qualified Receivables Transactions, receivables financing (including
through the sale of receivables to such lenders or to special purpose entities
formed to borrow from such lenders against such receivables) or letters of
credit, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time (and whether or not
with the original administrative agent and lenders or another administrative
agent or agents or other lenders and whether provided under the original Senior
Secured Credit Agreement or any other credit or other agreement or indenture).

                "Credit Facility Collateral Documents" means agreements,
pledges, agency agreements and other instruments and documents creating or
perfecting Liens and executed and delivered pursuant to any Credit Facility.

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

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

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

                "Definitive Securities" means certificated Securities.

                "Disqualified Stock" means, with respect to any Person, any
Capital Stock of such Person which by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable) or upon the
happening of any event:

                (1)     matures or is mandatorily redeemable pursuant to a
        sinking fund obligation or otherwise;

<PAGE>

                                                                              13

                (2)     is convertible or exchangeable for Indebtedness or
        Disqualified Stock (excluding Capital Stock which is convertible or
        exchangeable solely at the option of the Company or a Restricted
        Subsidiary); or

                (3)     is redeemable at the option of the holder of the Capital
        Stock in whole or in part,

in each case on or prior to the date that is 91 days after the earlier of the
date (a) of the Stated Maturity of the Securities or (b) on which there are no
Securities outstanding, provided that only the portion of Capital Stock which so
matures or is mandatorily redeemable, is so convertible or exchangeable or is so
redeemable at the option of the holder thereof prior to such date will be deemed
to be Disqualified Stock; provided, further that any Capital Stock that would
constitute Disqualified Stock solely because the holders thereof have the right
to require the Company to repurchase such Capital Stock upon the occurrence of a
change of control or asset sale (each defined in a substantially identical
manner to the corresponding definitions in this Indenture) shall not constitute
Disqualified Stock if the terms of such Capital Stock (and all such securities
into which it is convertible or for which it is ratable or exchangeable) provide
that the Company may not repurchase or redeem any such Capital Stock (and all
such securities into which it is convertible or for which it is ratable or
exchangeable) pursuant to such provision prior to compliance by the Company with
the provisions of this Indenture described under Sections 3.10 and 3.5 and such
repurchase or redemption complies with Section 3.3.

                "Domestic Subsidiary" means any Restricted Subsidiary that is
organized under the laws of the United States of America or any state thereof or
the District of Columbia.

                "DTC" means The Depository Trust Company, its nominees and their
respective successors and assigns, or such other depository institution
hereinafter appointed by the Company.

                "Equity Offering" means a public or private sale for cash by the
Company of its Common Stock, or options, warrants or rights with respect to its
Common Stock, other than public offerings with respect to the Company's Common
Stock, or options, warrants or rights, registered on Form S-4 or S-8.

                "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.

                "Exchange Securities" has the meaning ascribed to it in the
second introductory paragraph of this Indenture.

                "Fiscal Year" means the fiscal year of the Company ending on
December 31 of each year.

                "Foreign Subsidiary" means any Restricted Subsidiary that is not
organized under the laws of the United States of America or any state thereof or
the District of Columbia.

                "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the date of this Indenture,
including those set forth in the opinions and

<PAGE>

                                                                              14

pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession. All ratios and
computations based on GAAP contained in this Indenture will be computed in
conformity with GAAP.

                "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any other
Person and any obligation, direct or indirect, contingent or otherwise, of such
Person:

                (1)     to purchase or pay (or advance or supply funds for the
        purchase or payment of) such Indebtedness of such other Person (whether
        arising by virtue of partnership arrangements, or by agreement to
        keep-well, to purchase assets, goods, securities or services, to
        take-or-pay, or to maintain financial statement conditions or
        otherwise); or

                (2)     entered into for purposes of assuring in any other
        manner the obligee of such Indebtedness of the payment thereof or to
        protect such obligee against loss in respect thereof (in whole or in
        part); provided, however, that the term "Guarantee" will not include
        endorsements for collection or deposit in the ordinary course of
        business. The term "Guarantee" used as a verb has a corresponding
        meaning.

                "Guarantor Subordinated Obligation" means, with respect to a
Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether
outstanding on the Issue Date or thereafter Incurred) which is expressly
subordinate in right of payment to the obligations of such Subsidiary Guarantor
under its Subsidiary Guarantee pursuant to a written agreement.

                "Hedging Obligations" of any Person means the obligations of
such Person pursuant to any Interest Rate Agreement or Currency Agreement.

                "Holder" or "Securityholder" means a Person in whose name a
Security is registered in the Securities Register.

                "IAI" means an institutional "accredited investor" as described
in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

                "Incur" means issue, create, assume, Guarantee, incur or
otherwise become liable for; provided, however, that any Indebtedness or Capital
Stock of a Person existing at the time such Person becomes a Restricted
Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be
deemed to be Incurred by such Restricted Subsidiary at the time it becomes a
Restricted Subsidiary; and the terms "Incurred" and "Incurrence" have meanings
correlative to the foregoing.

                "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

                (1)     the principal of and premium (if any) in respect of
        indebtedness of such Person for borrowed money;

<PAGE>

                                                                              15

                (2)     the principal of and premium (if any) in respect of
        obligations of such Person evidenced by bonds, debentures, notes or
        other similar instruments;

                (3)     the principal component of all obligations of such
        Person in respect of letters of credit, bankers' acceptances or other
        similar instruments (including reimbursement obligations with respect
        thereto except to the extent such reimbursement obligation relates to a
        trade payable and such obligation is satisfied within 30 days of
        Incurrence);

                (4)     the principal component of all obligations of such
        Person to pay the deferred and unpaid purchase price of property (except
        trade payables), which purchase price is due more than six months after
        the date of placing such property in service or taking delivery and
        title thereto;

                (5)     Capitalized Lease Obligations and all Attributable
        Indebtedness of such Person;

                (6)     the principal component or liquidation preference of all
        obligations of such Person with respect to the redemption, repayment or
        other repurchase of any Disqualified Stock or, with respect to any
        Subsidiary that is not a Subsidiary Guarantor, any Preferred Stock;

                (7)     the principal component of all Indebtedness of other
        Persons secured by a Lien on any asset of such Person, whether or not
        such Indebtedness is assumed by such Person; provided, however, that the
        amount of such Indebtedness will be the lesser of (a) the fair market
        value of such asset at such date of determination and (b) the amount of
        such Indebtedness of such other Persons;

                (8)     the principal component of Indebtedness of other Persons
        to the extent Guaranteed by such Person; and

                (9)     to the extent not otherwise included in this definition,
        net obligations of such Person under Currency Agreements and Interest
        Rate Agreements (the amount of any such obligations to be equal at any
        time to the termination value of such agreement or arrangement giving
        rise to such obligation that would be payable by such Person at such
        time).

                The amount of Indebtedness of any Person at any date will be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date.

                In addition, "Indebtedness" of any Person shall include
Indebtedness described in the preceding paragraph that would not appear as a
liability on the balance sheet of such Person if:

                (1)     such Indebtedness is the obligation of a partnership or
        joint venture that is not a Restricted Subsidiary (a "Joint Venture");

<PAGE>

                                                                              16

                (2)     such Person or a Restricted Subsidiary of such Person is
        a general partner of the Joint Venture (a "General Partner"); and

                (3)     there is recourse, by contract or operation of law, with
        respect to the payment of such Indebtedness to property or assets of
        such Person or a Restricted Subsidiary of such Person; and then such
        Indebtedness shall be included in an amount not to exceed:

                (a)     the lesser of (i) the net assets of the General Partner
                        and (ii) the amount of such obligations to the extent
                        that there is recourse, by contract or operation of law,
                        to the property or assets of such Person or a Restricted
                        Subsidiary of such Person; or

                (b)     if less than the amount determined pursuant to clause
                        (a) immediately above, the actual amount of such
                        Indebtedness that is recourse to such Person or a
                        Restricted Subsidiary of such Person, if the
                        Indebtedness is evidenced by a writing and is for a
                        determinable amount..

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

                "Initial Purchasers" means, collectively, J.P. Morgan Securities
Inc., PNC Capital Markets, Inc. and Citigroup Global Markets, Inc. with respect
to the Initial Securities.

                "Initial Securities" has the meaning ascribed to it in the
second introductory paragraph of this Indenture.

                "Intercompany Note" means the intercompany note pledged as
Collateral pursuant to the Collateral Documents.

                "Intercompany Note Payments" means prepayments or payments of
interest or principal of the Indebtedness evidenced by the Intercompany Note.

                "Interest Rate Agreement" means with respect to any Person any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement as to which such Person is party or a
beneficiary.

                "Investment" means, with respect to any Person, all investments
by such Person in other Persons (including Affiliates) in the form of any direct
or indirect advance, loan (other than advances or extensions of credit to
customers in the ordinary course of business) or other extensions of credit
(including by way of Guarantee or similar arrangement, but excluding any debt or
extension of credit represented by a bank deposit other than a time deposit) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by, such Person and all other items that are or would
be classified as investments on a balance sheet prepared in accordance with
GAAP; provided that none of the following will be deemed to be an Investment:

<PAGE>

                                                                              17

                (1)     Hedging Obligations entered into in the ordinary course
        of business and in compliance with this Indenture;

                (2)     endorsements of negotiable instruments and documents in
        the ordinary course of business; and

                (3)     an acquisition of assets, Capital Stock or other
        securities by the Company or a Subsidiary for consideration to the
        extent such consideration consists of Common Stock of the Company.

                For purposes of Section 3.3,

                (1)     "Investment" will include the portion (proportionate to
        the Company's equity interest in a Restricted Subsidiary to be
        designated as an Unrestricted Subsidiary) of the fair market value of
        the net assets of such Restricted Subsidiary at the time that such
        Restricted Subsidiary is designated an Unrestricted Subsidiary;
        provided, however, that upon a redesignation of such Subsidiary as a
        Restricted Subsidiary, the Company will be deemed to continue to have a
        permanent "Investment" in an Unrestricted Subsidiary in an amount (if
        positive) equal to (a) the Company's "Investment" in such Subsidiary at
        the time of such redesignation less (b) the portion (proportionate to
        the Company's equity interest in such Subsidiary) of the fair market
        value of the net assets (as conclusively determined by the Board of
        Directors of the Company in good faith) of such Subsidiary at the time
        that such Subsidiary is so re-designated a Restricted Subsidiary; and

                (2)     any property transferred to or from an Unrestricted
        Subsidiary will be valued at its fair market value at the time of such
        transfer, in each case as determined in good faith by the Board of
        Directors of the Company.

                "Issue Date" means October 6, 2003.

                "Legal Holiday" has the meaning ascribed to it in Section 12.8.

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

                "Net Available Cash" from an Asset Disposition, Recovery Event,
Asset Swap or prepayments of the Intercompany Note means cash payments received
(including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise and net proceeds from
the sale or other disposition of any securities received as consideration, but
only as and when received, but excluding any other consideration received in the
form of assumption by the acquiring person of Indebtedness or other obligations
relating to the properties or assets that are the subject of such Asset
Disposition or received in any other non-cash form) therefrom, in each case net
of:

                (1)     all legal, accounting, investment banking, title and
        recording tax expenses, commissions and other fees and expenses
        Incurred, and all Federal, state, provincial,

<PAGE>

                                                                              18

        foreign and local taxes required to be paid or accrued as a liability
        under GAAP (after taking into account any available tax credits or
        deductions and any tax sharing agreements), as a consequence of such
        Asset Disposition;

                (2)     all payments made on any Indebtedness which is secured
        by any assets subject to such Asset Disposition, in accordance with the
        terms of any Lien upon such assets, or which must by its terms, or in
        order to obtain a necessary consent to such Asset Disposition, or by
        applicable law be repaid out of the proceeds from such Asset
        Disposition;

                (3)     all distributions and other payments required to be made
        to minority interest holders in Subsidiaries or joint ventures as a
        result of such Asset Disposition; and

                (4)     the deduction of appropriate amounts to be provided by
        the seller as a reserve, in accordance with GAAP, against any
        liabilities associated with the assets disposed of in such Asset
        Disposition and retained by the Company or any Restricted Subsidiary
        after such Asset Disposition.

                "Net Award" means any awards or proceeds in respect of any
condemnation or other eminent domain proceeding relating to any Collateral
deposited in the Collateral Account pursuant to the Collateral Documents.

                "Net Cash Proceeds" means, with respect to any issuance or sale
of Capital Stock, the cash proceeds of such issuance or sale net of attorneys'
fees, accountants' fees, underwriters' or placement agents' fees, listing fees,
discounts or commissions and brokerage, consultant and other fees and charges
actually Incurred in connection with such issuance or sale and net of taxes paid
or payable as a result of such issuance or sale (after taking into account any
available tax credit or deductions and any tax sharing arrangements).

                "Net Insurance Proceeds" means any awards or proceeds in respect
of any casualty insurance or title insurance claim relating to any Collateral
deposited in the Collateral Account pursuant to the Collateral Documents.

                "Non-Recourse Debt" means Indebtedness of a Person:

                (1)     as to which neither the Company nor any Restricted
        Subsidiary (a) provides any Guarantee or credit support of any kind
        (including any undertaking, guarantee, indemnity, agreement or
        instrument that would constitute Indebtedness) or (b) is directly or
        indirectly liable (as a guarantor or otherwise);

                (2)     no default with respect to which (including any rights
        that the holders thereof may have to take enforcement action against an
        Unrestricted Subsidiary) would permit (upon notice, lapse of time or
        both) any holder of any other Indebtedness of the Company or any
        Restricted Subsidiary to declare a default under such other Indebtedness
        or cause the payment thereof to be accelerated or payable prior to its
        stated maturity; and

<PAGE>

                                                                              19

                (3)     the explicit terms of which provide there is no recourse
        against any of the assets of the Company or its Restricted Subsidiaries
        except that Standard Securitization Undertakings shall not be considered
        recourse.

                "Non-U.S. Person" means a Person who is not a U.S. Person (as
defined in Regulation S).

                "Offering Memorandum" means the offering memorandum, dated
October 2, 2003, relating to the offering by the Company of $210.0 million of
the 10 3/8% Senior Secured Notes, Series A, due 2010 and any future offering
memoranda relating to Additional Securities.

                "Officer" means the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Financial Officer, any Vice President, the
Treasurer or the Secretary of a Person or similarly titled position of such
Person.

                "Officers' Certificate" means a certificate signed by two
Officers or by an Officer and either an Assistant Treasurer or an Assistant
Secretary of the Company.

                "Opinion of Counsel" means a written opinion from legal counsel
who is acceptable to the Trustee. The counsel may be an employee of or counsel
to the Company or the Trustee.

                "Pari Passu Indebtedness" means Indebtedness that ranks equally
in right of payment with the Securities.

                "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in:

                (1)     a Restricted Subsidiary (other than a Receivables
        Entity) or a Person which will, upon the making of such Investment,
        become a Restricted Subsidiary; provided, however, that the primary
        business of such Restricted Subsidiary is a Related Business;

                (2)     another Person if as a result of such Investment such
        other Person is merged or consolidated with or into, or transfers or
        conveys all or substantially all its assets to the Company or a
        Restricted Subsidiary (other than a Receivables Entity); provided,
        however, that such Person's primary business is a Related Business;

                (3)     cash and Cash Equivalents;

                (4)     receivables owing to the Company or any Restricted
        Subsidiary created or acquired in the ordinary course of business and
        payable or dischargeable in accordance with customary trade terms;
        provided, however, that such trade terms may include such concessionary
        trade terms as the Company or any such Restricted Subsidiary deems
        reasonable under the circumstances;

<PAGE>

                                                                              20

                (5)     payroll, travel and similar advances to cover matters
        that are expected at the time of such advances ultimately to be treated
        as expenses in accordance with GAAP and that are made in the ordinary
        course of business;

                (6)     loans or advances to employees (other than loans to
        executive officers not permitted by applicable law) made in the ordinary
        course of business consistent with past practices of the Company or such
        Restricted Subsidiary;

                (7)     Capital Stock, obligations or securities received in
        settlement of debts created in the ordinary course of business and owing
        to the Company or any Restricted Subsidiary or in satisfaction of
        judgments or pursuant to any plan of reorganization or similar
        arrangement upon the bankruptcy or insolvency of a debtor;

                (8)     Investments made as a result of the receipt of non-cash
        consideration from an Asset Disposition that was made pursuant to and in
        compliance with Section 3.5;

                (9)     Investments in existence on the Issue Date;

                (10)    Currency Agreements, Interest Rate Agreements and
        related Hedging Obligations, which transactions or obligations are
        Incurred in compliance with Section 3.2;

                (11)    Investments by the Company or any of its Restricted
        Subsidiaries, together with all other Investments pursuant to this
        clause (11), in an aggregate amount at the time of such Investment not
        to exceed $15.0 million outstanding at any one time (with the fair
        market value of such Investment being measured at the time made and
        without giving effect to subsequent changes in value);

                (12)    Guarantees issued in accordance with Section 3.2;

                (13)    Investments by the Company or a Restricted Subsidiary in
        a Receivables Entity or any Investment by a Receivables Entity in any
        other Person, in each case, in connection with a Qualified Receivables
        Transaction, provided, however, that any Investment in any such Person
        is in the form of a Purchase Money Note, or any equity interest or
        interests in Receivables and related assets generated by the Company or
        a Restricted Subsidiary and transferred to any Person in connection with
        a Qualified Receivables Transaction or any such Person owning such
        Receivables; and

                (14)    any Asset Swap made in accordance with Section 3.5.

                "Permitted Liens" means, with respect to any Person:

                (1)     Liens on any assets, real or personal, tangible or
        intangible (other than the Collateral), securing Indebtedness and other
        obligations under the Senior Secured Credit Agreement, and related
        Hedging Obligations and Liens on assets, real or personal, tangible or
        intangible (other than the Collateral), of Restricted Subsidiaries
        securing Guarantees of Indebtedness and other obligations of the Company
        under the Senior

<PAGE>

                                                                              21

        Secured Credit Agreement permitted to be Incurred under this Indenture
        under the provisions described in clause (b)(1) of Section 3.2;

                (2)     pledges or deposits by such Person, under workmen's
        compensation laws, unemployment insurance laws, or similar legislation,
        or good faith deposits in connection with bids, tenders, contracts
        (other than for the payment of Indebtedness) or leases to which such
        Person is a party, or deposits to secure public or statutory obligations
        of such Person or deposits of cash or United States government bonds to
        secure surety or appeal bonds to which such Person is a party, or
        deposits as security for contested taxes or import or customs duties or
        for the payment of rent, in each case Incurred in the ordinary course of
        business;

                (3)     Liens imposed by law, including carriers',
        warehousemen's, supplier's, materialmen's, repairmen's and mechanics'
        Liens, in each case for sums not yet due or being contested in good
        faith by appropriate proceedings if a reserve or other appropriate
        provisions, if any, as shall be required by GAAP shall have been made in
        respect thereof;

                (4)     Liens for taxes, assessments or other governmental
        charges not yet subject to penalties for non-payment or which are being
        contested in good faith by appropriate proceedings provided appropriate
        reserves required pursuant to GAAP have been made in respect thereof;

                (5)     Liens in favor of issuers of surety, bid, appeal or
        performance bonds or letters of credit or bankers' acceptances issued
        pursuant to the request of and for the account of such Person in the
        ordinary course of its business; provided, however, that such letters of
        credit do not constitute Indebtedness;

                (6)     encumbrances, ground leases, easements or reservations
        of, or rights of others for, licenses, rights of way, sewers, electric
        lines, telegraph and telephone lines and other similar purposes, or
        zoning, building codes or other restrictions (including, without
        limitation, minor defects or irregularities in title and similar
        encumbrances) as to the use of real properties or Liens incidental to
        the conduct of the business of such Person or to the ownership of its
        properties which do not in the aggregate materially adversely affect the
        value of said properties or materially impair their use in the operation
        of the business of such Person;

                (7)     Liens securing Hedging Obligations so long as the
        related Indebtedness is, and is permitted to be under this Indenture,
        secured by a Lien on the same property securing such Hedging Obligation;

                (8)     leases, licenses, subleases and sublicenses of assets
        (including, without limitation, real property and intellectual property
        rights) which do not materially interfere with the ordinary conduct of
        the business of the Company or any of its Restricted Subsidiaries;

                (9)     judgment Liens not giving rise to an Event of Default so
        long as such Lien is adequately bonded and any appropriate legal
        proceedings which may have been duly

<PAGE>

                                                                              22

        initiated for the review of such judgment have not been finally
        terminated or the period within which such proceedings may be initiated
        has not expired;

                (10)    Liens for the purpose of securing the payment of all or
        a part of the purchase price of, or Capitalized Lease Obligations,
        purchase money obligations or other payments Incurred to finance the
        acquisition, improvement or construction of, assets or property acquired
        or constructed in the ordinary course of business; provided that:

                (a)     the aggregate principal amount of Indebtedness secured
                        by such Liens is otherwise permitted to be Incurred
                        under this Indenture and does not exceed the cost of the
                        assets or property so acquired or constructed; and

                (b)     such Liens are created within 180 days of construction
                        or acquisition of such assets or property and do not
                        encumber any other assets or property of the Company or
                        any Restricted Subsidiary other than such assets or
                        property and assets affixed or appurtenant thereto and
                        the proceeds of any such assets;

                (11)    Liens arising solely by virtue of any statutory or
        common law provisions relating to banker's Liens, rights of set-off or
        similar rights and remedies as to deposit accounts or other funds
        maintained with a depositary institution; provided that:

                (a)     such deposit account is not a dedicated cash collateral
                        account and is not subject to restrictions against
                        access by the Company in excess of those set forth by
                        regulations promulgated by the Federal Reserve Board;
                        and

                (b)     such deposit account is not intended by the Company or
                        any Restricted Subsidiary to provide collateral to the
                        depository institution;

                (12)    Liens arising from Uniform Commercial Code financing
        statement filings regarding (i) operating leases entered into by the
        Company and its Restricted Subsidiaries in the ordinary course of
        business and (ii) goods consigned or entrusted to or bailed with a
        Person in connection with the processing, reprocessing, recycling or
        tolling of such goods;

                (13)    Liens existing on the Issue Date;

                (14)    Liens on property or shares of stock of a Person at the
        time such Person becomes a Restricted Subsidiary; provided, however,
        that such Liens are not created, Incurred or assumed in connection with,
        or in contemplation of, such other Person becoming a Restricted
        Subsidiary; provided further, however, that any such Lien may not extend
        to any other property owned by the Company or any Restricted Subsidiary;

                (15)    Liens on property at the time the Company or a
        Restricted Subsidiary acquired the property, including any acquisition
        by means of a merger or consolidation with or into the Company or any
        Restricted Subsidiary; provided, however, that such Liens are not
        created, Incurred or assumed in connection with, or in contemplation of,

<PAGE>

                                                                              23

        such acquisition; provided further, however, that such Liens may not
        extend to any other property owned by the Company or any Restricted
        Subsidiary;

                (16)    Liens securing Indebtedness or other obligations of a
        Restricted Subsidiary owing to the Company or a Wholly-Owned Subsidiary
        (other than a Receivables Entity);

                (17)    Liens securing the Securities and Subsidiary Guarantees
        or any obligations owing to the Trustee under the Indenture or the
        Collateral Documents;

                (18)    Liens securing Refinancing Indebtedness Incurred to
        refinance Indebtedness that was previously so secured, provided that any
        such Lien is limited to all or part of the same property or assets (plus
        improvements, accessions, proceeds or dividends or distributions in
        respect thereof) that secured (or, under the written arrangements under
        which the original Lien arose, could secure) the Indebtedness being
        refinanced or is in respect of property that is the security for a
        Permitted Lien hereunder;

                (19)    any interest or title of a lessor under any Capitalized
        Lease Obligation or operating lease;

                (20)    Liens in favor of customs and revenue authorities to
        secure the payment of customs duties in connection with the exporting or
        importing of goods;

                (21)    Liens on assets transferred to a Receivables Entity or
        on assets of a Receivables Entity, in either case Incurred in connection
        with a Qualified Receivables Transaction;

                (22)    Liens on the Capital Stock or assets, real or personal,
        tangible or intangible, of a Foreign Subsidiary, and securing
        Indebtedness and other obligations and Guarantees permitted to be
        Incurred under this Indenture under the provisions described in clause
        (b)(11) of Section 3.2;

                (23)    Liens securing Indebtedness (other than Subordinated
        Obligations, Guarantor Subordinated Obligations and the Collateral) in
        an aggregate principal amount not to exceed $10 million at any one time
        outstanding; and

                (24)    Liens existing on the Collateral at the (x)
        Uhrichsville, Ohio facility pursuant to Exhibit G to the Supply
        Agreement by and among Commonwealth Aluminum Corporation, IMCO Recycling
        of Ohio Inc. and IMCO Recycling Inc., dated as of April 1, 1999, as in
        effect on the date hereof or on terms materially consistent therewith,
        and (y) Saginaw, Michigan facility pursuant to Exhibit 5 to the Long
        Term Agreement between General Motors Corporation and Alchem Aluminum
        Inc., dated as of February 26, 1999, as in effect on of the date hereof
        or on terms materially consistent therewith.

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

<PAGE>

                                                                              24

                "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 2.9 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

                "Preferred Stock", as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

                "Public Market" exists at any time with respect to the Common
Stock of the Company if the Common Stock of the Company is then registered with
SEC pursuant to Section 12(b) or 12(g) of Exchange Act and traded either on a
national securities exchange or in the National Association of Securities
Dealers Automated Quotation System.

                "Purchase Money Note" means a promissory note of a Receivables
Entity evidencing the deferred purchase price of Receivables (and related
assets) and/or a line of credit, which may be irrevocable, from the Company or
any Restricted Subsidiary in connection with a Qualified Receivables Transaction
with a Receivables Entity, which deferred purchase price or line is repayable
from cash available to the Receivables Entity, other than amounts required to be
established as reserves pursuant to agreements, amounts paid to investors in
respect of interest, principal and other amounts owing to such investors and
amounts owing to such investors and amounts paid in connection with the purchase
of newly generated Receivables.

                "QIB" means any "qualified institutional buyer" as such term is
defined in Rule 144A.

                "Qualified Receivables Transaction" means any transaction or
series of transactions that may be entered into by the Company or any of its
Restricted Subsidiaries pursuant to which the Company or any of its Restricted
Subsidiaries may sell, convey or otherwise transfer to (1) a Receivables Entity
(in the case of a transfer by the Company or any of its Restricted Subsidiaries)
and (2) any other Person (in the case of a transfer by a Receivables Entity), or
may grant a security interest in, any Receivables (whether now existing or
arising in the future) of the Company or any of its Restricted Subsidiaries, and
any assets related thereto including, without limitation, all collateral
securing such Receivables, all contracts and all guarantees or other obligations
in respect of such accounts receivable, the proceeds of such Receivables and
other assets which are customarily transferred, or in respect of which security
interests are customarily granted, in connection with asset securitizations
involving Receivables.

                "Receivable" means a right to receive payment arising from a
sale or lease of goods or the performance of services by a Person pursuant to an
arrangement with another Person pursuant to which such other Person is obligated
to pay for goods or services under terms that permit the purchase of such goods
and services on credit and shall include, in any event, any items of property
that would be classified as an "account," "chattel paper," "payment intangible"

<PAGE>

                                                                              25

or "instrument" under the Uniform Commercial Code as in effect in the State of
New York and any "supporting obligations" as so defined.

                "Receivables Entity" means a Wholly-Owned Subsidiary (or another
Person in which the Company or any Restricted Subsidiary makes an Investment and
to which the Company or any Restricted Subsidiary transfers Receivables and
related assets) which engages in no activities other than in connection with the
financing of Receivables and which is designated by the Board of Directors of
the Company (as provided below) as a Receivables Entity:

                (1)     no portion of the Indebtedness or any other obligations
        (contingent or otherwise) of which:

                (a)     is guaranteed by the Company or any Restricted
                        Subsidiary (excluding guarantees of Obligations (other
                        than the principal of, and interest on, Indebtedness)
                        pursuant to Standard Securitization Undertakings);

                (b)     is recourse to or obligates the Company or any
                        Restricted Subsidiary in any way other than pursuant to
                        Standard Securitization Undertakings; or

                (c)     subjects any property or asset of the Company or any
                        Restricted Subsidiary, directly or indirectly,
                        contingently or otherwise, to the satisfaction thereof,
                        other than pursuant to Standard Securitization
                        Undertakings;

                (2)     with which neither the Company nor any Restricted
        Subsidiary has any material contract, agreement, arrangement or
        understanding (except in connection with a Purchase Money Note or
        Qualified Receivables Transaction) other than on terms no less favorable
        to the Company or such Restricted Subsidiary than those that might be
        obtained at the time from Persons that are not Affiliates of the
        Company, other than fees payable in the ordinary course of business in
        connection with servicing Receivables; and

                (3)     to which neither the Company nor any Restricted
        Subsidiary has any obligation to maintain or preserve such entity's
        financial condition or cause such entity to achieve certain levels of
        operating results.

        Any such designation by the Board of Directors of the Company shall be
        evidenced to the Trustee by filing with the Trustee a Board Resolution
        of the Company giving effect to such designation and an Officers'
        Certificate certifying that such designation complied with the foregoing
        conditions.

                "Receivables Fees" means any fees or interest paid to purchasers
or lenders providing the financing in connection with a Qualified Receivables
Transaction, a factoring agreement or other similar agreement, including any
such amounts paid by discounting the face amount of Receivables or
participations therein transferred in connection with a Qualified Receivables
Transaction, a factoring agreement or other similar arrangement, regardless of
whether any such transaction is structured as on-balance sheet or off--balance
sheet or through a Restricted Subsidiary or an Unrestricted Subsidiary.

<PAGE>

                                                                              26

                "Recovery Event" means any event, occurrence, claim or
proceeding that results in any Net Award or Net Insurance Proceeds being
deposited into the Collateral Account pursuant to the Collateral Documents.

                "Redemption Agreement" means the Agreement, dated March 2003,
among Imco Recycling Holding B.V., VAW-IMCO Guss und Recycling GmbH and Hydro
Aluminium Deutschland GmbH, as amended, supplemented or modified from time to
time.

                "Redemption Date" means, with respect to any redemption of
Securities, the date of redemption with respect thereto.

                "Refinancing Indebtedness" means Indebtedness that is Incurred
to refund, refinance, replace, exchange, renew, repay or extend (including
pursuant to any defeasance or discharge mechanism) (collectively, "refinance,"
"refinances," and "refinanced" shall have a correlative meaning) any
Indebtedness existing on the date of this Indenture or Incurred in compliance
with this Indenture (including Indebtedness of the Company that refinances
Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted
Subsidiary that refinances Indebtedness of another Restricted Subsidiary)
including Indebtedness that refinances Refinancing Indebtedness, provided,
however, that:

                (1)     (a) if the Stated Maturity of the Indebtedness being
        refinanced is earlier than the Stated Maturity of the Securities, the
        Refinancing Indebtedness has a Stated Maturity no earlier than the
        Stated Maturity of the Indebtedness being refinanced or (b) if the
        Stated Maturity of the Indebtedness being refinanced is later than the
        Stated Maturity of the Securities, the Refinancing Indebtedness has a
        Stated Maturity at least 91 days later than the Stated Maturity of the
        Securities;

                (2)     the Refinancing Indebtedness has an Average Life at the
        time such Refinancing Indebtedness is Incurred that is equal to or
        greater than the Average Life of the Indebtedness being refinanced;

                (3)     such Refinancing Indebtedness is Incurred in an
        aggregate principal amount (or if issued with original issue discount,
        an aggregate issue price) that is equal to or less than the sum of the
        aggregate principal amount (or if issued with original issue discount,
        the aggregate accreted value) then outstanding or of the Indebtedness
        being refinanced (plus, without duplication, any additional Indebtedness
        Incurred to pay interest or premiums required by the instruments
        governing such existing Indebtedness and fees Incurred in connection
        therewith); and

                (4)     if the Indebtedness being refinanced is subordinated in
        right of payment to the Securities or the Subsidiary Guarantee, such
        Refinancing Indebtedness is subordinated in right of payment to the
        Securities or the Subsidiary Guarantee on terms at least as favorable to
        the Holders as those contained in the documentation governing the
        Indebtedness being extended, refinanced, renewed, replaced, defeased or
        refunded.

                "Registered Exchange Offer" shall have the meaning set forth in
the Registration Rights Agreement.

<PAGE>

                                                                              27

                "Registration Rights Agreement" means that certain registration
rights agreement dated as of the date of this Indenture by and among the
Company, the Subsidiary Guarantors and the Initial Purchasers and future
registration rights agreements with respect to Additional Securities.

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

                "Related Business" means any business which is the same as or
related, ancillary or complementary to any of the businesses of the Company and
its Restricted Subsidiaries on the date of this Indenture, including, without
limiting the generality of the foregoing, the manufacture, sales, distribution,
or modification of metals, metal products or goods using metals, and any
services related to any of the foregoing.

                "Related Business Assets" means assets used or useful in a
Related Business.

                "Restoration" has the meaning ascribed to it in the applicable
Collateral Document.

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

                "Restricted Period", with respect to any Securities, means the
period of 40 consecutive days beginning on and including the later of (A) the
day on which the Securities are first offered to Persons other than distributors
(as defined in Regulation S), notice of which day shall be promptly given by the
Company to the Trustee, and (B) the issue date with respect to such Securities.

                "Restricted Securities" means Initial Securities and Additional
Securities bearing one of the restrictive legends described in Section 2.1(d).

                "Restricted Securities Legend" means the Private Placement
Legend set forth in Section 2.1(d)(A) or the Regulation S Legend set forth in
Section 2.1(d)(B), as applicable.

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

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

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

                "SEC" means the United States Securities and Exchange
Commission.

                "Securities" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

                "Securities Act" means the Securities Act of 1933 (15 U.S.C.
Sections 77a-77aa), as amended, and the rules and regulations of the SEC
promulgated thereunder.

<PAGE>

                                                                              28

                "Securities Custodian" means the custodian with respect to the
Global Security (as appointed by DTC), or any successor Person thereto and shall
initially be the Trustee.

                "Securities Register" means the register of Securities,
maintained by the Registrar, pursuant to Section 2.3.

                "Senior Secured Credit Agreement" means the Credit Facility to
be entered into among the Company, certain of its Subsidiaries, PNC Bank,
National Association (or any Affiliate thereof), as lender and as Administrative
Agent, JPMorgan Chase Bank (or any Affiliate thereof) as lender and
Documentation Agent, and the other lenders and agents parties thereto from time
to time, as the same may be amended, supplemented, or otherwise modified from
time to time.

                "Shelf Registration Statement" shall have the meaning set forth
in the Registration Rights Agreement.

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

                "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Restricted Subsidiary which are reasonably customary in securitization of
Receivables transactions.

                "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the payment of principal
of such security is due and payable, including pursuant to any mandatory
redemption provision, but shall not include any date on which the payment of
principal of such security is due and payable as a result of any contingent
obligations to repay, redeem or repurchase any such principal prior to the date
originally scheduled for the payment thereof.

                "Subordinated Obligation" means any Indebtedness of the Company
(whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Securities pursuant to a
written agreement.

                "Subsidiary" of any Person means (a) any corporation,
association or other business entity (other than a partnership, joint venture,
limited liability company or similar entity) of which more than 50% of the total
ordinary voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof (or persons performing similar functions) or (b) any
partnership, joint venture limited liability company or similar entity of which
more than 50% of the capital accounts, distribution rights, total equity and
voting interests or general or limited partnership interests, as applicable, is,
in the case of clauses (a) and (b), at the time owned or controlled, directly or
indirectly, by (1) such Person, (2) such Person and one or more Subsidiaries of
such Person or (3) one or more Subsidiaries of such Person. Unless otherwise
specified herein, each reference to a Subsidiary will refer to a Subsidiary of
the Company.

<PAGE>

                                                                              29

                "Subsidiary Guarantee" means, individually, any Guarantee of
payment of the Securities by a Subsidiary Guarantor pursuant to the terms of
this Indenture and any supplemental indenture hereto, and, collectively, all
such Guarantees. Each such Subsidiary Guarantee will be in the form prescribed
by this Indenture.

                "Subsidiary Guarantor" means each wholly-owned Domestic
Subsidiary of the Company in existence on the Issue Date and any Restricted
Subsidiary created or acquired by the Company after the Issue Date (other than a
Foreign Subsidiary or a Receivables Entity).

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

                "Trustee" means the party named as such in this Indenture until
a successor replaces it and, thereafter, means the successor.

                "Trust Officer" shall mean, 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.

                "Unrestricted Subsidiary" means:

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

                (2)     any Subsidiary of an Unrestricted Subsidiary.

                The Board of Directors of the Company may designate any
Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary or a Person becoming a Subsidiary through merger or consolidation or
Investment therein) to be an Unrestricted Subsidiary only if:

                (1)     such Subsidiary or any of its Subsidiaries does not own
        any Capital Stock or Indebtedness of or have any Investment in, or own
        or hold any Lien on any property of, any other Subsidiary of the Company
        which is not a Subsidiary of the Subsidiary to be so designated or
        otherwise an Unrestricted Subsidiary;

                (2)     all the Indebtedness of such Subsidiary and its
        Subsidiaries shall, at the date of designation, and will at all times
        thereafter, consist of Non-Recourse Debt;

                (3)     such designation and the Investment of the Company in
        such Subsidiary complies with Section 3.3;

<PAGE>

                                                                              30

                (4)     such Subsidiary, either alone or in the aggregate with
        all other Unrestricted Subsidiaries, does not operate, directly or
        indirectly, all or substantially all of the business of the Company and
        its Subsidiaries;

                (5)     such Subsidiary is a Person with respect to which
        neither the Company nor any of its Restricted Subsidiaries has any
        direct or indirect obligation:

                (a)     to subscribe for additional Capital Stock of such
                        Person; or

                (b)     to maintain or preserve such Person's financial
                        condition or to cause such Person to achieve any
                        specified levels of operating results; and

                (6)     on the date such Subsidiary is designated an
        Unrestricted Subsidiary, such Subsidiary is not a party to any
        agreement, contract, arrangement or understanding with the Company or
        any Restricted Subsidiary with terms substantially less favorable to the
        Company than those that might have been obtained from Persons who are
        not Affiliates of the Company.

                Any such designation by the Board of Directors of the Company
shall be evidenced to the Trustee by filing with the Trustee a Board Resolution
of the Company giving effect to such designation and an Officers' Certificate
certifying that such designation complies with the foregoing conditions. If, at
any time, any Unrestricted Subsidiary would fail to meet the foregoing
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary shall be deemed to be Incurred as of such date.

                The Board of Directors of the Company may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately
after giving effect to such designation, no Default or Event of Default shall
have occurred and be continuing or would occur as a consequence thereof and the
Company could Incur at least $1.00 of additional Indebtedness under Section
3.2(a) on a pro forma basis taking into account such designation.

                "U.S. Government Obligations" means securities that are (a)
direct obligations of the United States of America for the timely payment of
which its full faith and credit is pledged or (b) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation of 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 depositary receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act), as custodian with respect
to any such U.S. Government Obligations or a specific payment of principal of or
interest on any such U.S. Government Obligations held by such custodian for the
account of the holder of such depositary 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 depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligations or the specific
payment of principal of or interest on the U.S. Government Obligations evidenced
by such depositary receipt.

<PAGE>

                                                                              31

                "VAW-IMCO Redemption Payment" means the amount deposited into
the Collateral Account pursuant to Section 3.21 on or prior to the Issue Date to
repay substantially all amounts owing to Hydro Aluminium Deutschland GmbH
pursuant to the Redemption Agreement.

                "Voting Stock" of a corporation means all classes of Capital
Stock or other interests of such corporation then outstanding and normally
entitled to vote in the election of directors.

                "Wholly-Owned Subsidiary" means a Restricted Subsidiary, all of
the Capital Stock of which (other than directors' qualifying shares) is owned by
the Company or another Wholly-Owned Subsidiary.

                SECTION 1.2.  Other Definitions.

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

"Additional Restricted Securities" ...........................       2.1(b)

"Affiliate Transaction".......................................       3.8

"Agent Member"................................................       2.1(e)

"Asset Disposition Offer Amount"..............................       3.5(c)

"Asset Disposition Offer Period"..............................       3.5(c)

"Asset Disposition Offer".....................................       3.5(b)

"Asset Disposition Purchase Date".............................       3.5(c)

"Authenticating Agent"........................................       2.2

"Change of Control Offer".....................................       3.10

"Change of Control Payment"...................................       3.10

"Change of Control Payment Date"..............................       3.10

"Collateral Disposition Offer" ...............................       3.5(a)

"Company Order"...............................................       2.2

"covenant defeasance option"..................................       8.1(b)

<PAGE>

                                                                              32

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

"cross acceleration provision"................................       6.1(6)(b)

"Defaulted Interest"..........................................       2.13

"Event of Default"............................................       6.1

"Excess Collateral Proceeds"..................................       3.5(a)

"Excess Proceeds".............................................       3.5(b)

"Exchange Global Note"........................................       2.1(b)

"General Partner".............................................       1.1

"Global Securities"...........................................       2.1(b)

"Institutional Accredited Investor Global Note"...............       2.1(b)

"Institutional Accredited Investor Note"......................       2.1(b)

"Joint Venture"...............................................       1.1

"judgment default provision"..................................       6.1(9)

"legal defeasance option".....................................       8.1(b)

"Obligations".................................................      10.1

"Pari Passu Notes"............................................       3.5(b)

"Paying Agent"................................................       2.3

"Payment Default" ............................................       6.1(6)(a)

"Private Placement Legend"....................................       2.1(d)

"protected purchaser".........................................       2.9

"Registrar"...................................................       2.3

"Regulation S Global Note"....................................       2.1(b)

"Regulation S Legend".........................................       2.1(d)

"Regulation S Notes"..........................................       2.1(b)

<PAGE>

                                                                              33

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

"Resale Restriction Termination Date".........................       2.6(a)

"Restricted Payment"..........................................       3.3

"Rule 144A Global Note".......................................       2.1(b)

"Rule 144A Note"..............................................       2.1(b)

"Securities Register" ........................................       2.3

"Special Interest Payment Date"...............................       2.13(a)

"Special Record Date".........................................       2.13(a)

"Successor Company"...........................................       4.1(1)

                SECTION 1.3.  Incorporation by Reference of Trust Indenture Act.
This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

                "Commission" means the SEC.

                "indenture securities" means the Securities.

                "indenture security holder" means a Securityholder.

                "indenture to be qualified" means this Indenture.

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

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

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

                SECTION 1.4.  Rules of Construction. Unless the context
otherwise requires:

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

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

                (3)     "or" is not exclusive;

<PAGE>

                                                                              34

                (4)     "including" means including without limitation;

                (5)     words in the singular include the plural and words in
        the plural include the singular;

                (6)     the principal amount of any noninterest bearing or other
        discount security at any date shall be the principal amount thereof that
        would be shown on a balance sheet of the issuer dated such date prepared
        in accordance with GAAP;

                (7)     the principal amount of any Preferred Stock shall be (i)
        the maximum liquidation value of such Preferred Stock or (ii) the
        maximum mandatory redemption or mandatory repurchase price with respect
        to such Preferred Stock, whichever is greater;

                (8)     all amounts expressed in this Indenture or in any of the
        Securities in terms of money refer to the lawful currency of the United
        States of America; and

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

                                   ARTICLE II

                                 THE SECURITIES

                SECTION 2.1.  Form, Dating and Terms.

                (a) The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Initial
Securities issued on the date hereof will be in an aggregate principal amount of
$210,000,000. In addition, the Company may issue, from time to time in
accordance with the provisions of this Indenture, Additional Securities (as
provided herein) and Exchange Securities. Furthermore, Securities may be
authenticated and delivered upon registration of transfer, exchange or in lieu
of, other Securities pursuant to Section 2.2, 2.6, 2.9, 2.11, 5.8 or 9.5, in
connection with a Collateral Disposition Offer or Asset Disposition Offer
pursuant to Section 3.5 or in connection with a Change of Control Offer pursuant
to Section 3.10.

                Notwithstanding anything to the contrary contained herein, the
Company may not issue any Additional Securities, unless:

                (1)     Immediately after giving effect to such issuance, no
        Default or Event of Default shall have occurred and be continuing;

                (2)     Immediately after giving effect to such issuance, the
        Company would be able to Incur at least an additional $1.00 of
        Indebtedness pursuant to Section 3.2(a); and

<PAGE>

                                                                              35

                (3)     At least 80% of the net cash proceeds from any such
        issuance shall be deposited into the Collateral Account and invested by
        the Company in Additional Assets, which Additional Assets are thereupon
        with their acquisition added to the Collateral securing the Securities
        in accordance with Section 11.4(c); provided, however, to the extent
        that the Credit Facility Collateral Documents restrict the Company's
        ability to pledge such Additional Assets as Collateral, the Company
        shall either pledge other property or assets as Collateral having a fair
        market value, as determined in good faith by the Board of Directors, at
        least equal to the fair market value of such Additional Assets or
        deposit an amount of cash or Cash Equivalents into the Collateral
        Account having a value at least equal to the fair market value of such
        Additional Assets (which Cash or Cash Equivalents may be withdrawn by
        the Company from the Collateral Account to be invested in Additional
        Assets which are pledged as Collateral in accordance with this
        Indenture); provided, further, that prior to such investment, pledge or
        deposit (and any related withdrawal from the Collateral Account) the
        Company shall have delivered to the Trustee an Officers' Certificate
        stating, as applicable, that (i) funds to be withdrawn from the
        Collateral Account are to be invested in Additional Assets in compliance
        with this clause (3), (ii) in accordance with this clause (3), other
        property or assets may be pledged as Collateral having the fair market
        value required by said clause or (iii) in accordance with this clause
        (3), cash or Cash Equivalents are to be deposited into the Collateral
        Account having the fair market value required by said clause and that,
        in the case of clause (i), (ii) or (iii), all conditions precedent
        provided for in this Indenture to such investment, pledge, deposit or
        withdrawal have been complied with.

                The Initial Securities shall be known and designated as "10 3/8%
Senior Secured Notes, Series A, due 2010" of the Company. Additional Securities
issued as Restricted Securities shall be known and designated as "10 3/8% Senior
Secured Notes, Series A, due 2010" of the Company. Additional Securities issued
other than as Restricted Securities shall be known and designated as "10 3/8%
Senior Secured Notes, Series B, due 2010" of the Company, and Exchange
Securities shall be known and designated as "10 3/8% Senior Secured Notes,
Series B, due 2010" of the Company.

                With respect to any Additional Securities, the Company shall set
forth in (a) a Board Resolution and (b) (i) an Officers' Certificate or (ii) one
or more indentures supplemental hereto, the following information:

                (1)     the aggregate principal amount of such Additional
        Securities to be authenticated and delivered pursuant to this Indenture;

                (2)     the issue price and the issue date of such Additional
        Securities, including the date from which interest shall accrue; and

                (3)     whether such Additional Securities shall be Restricted
        Securities issued in the form of Exhibit A hereto and/or shall be issued
        in the form of Exhibit B hereto.

                In authenticating and delivering Additional Securities, the
Trustee shall be entitled to receive and shall be fully protected in relying
upon, in addition to the Opinion of

<PAGE>

                                                                              36

Counsel and Officers' Certificate required by Section 12.4, an Opinion of
Counsel as to the due authorization, execution, delivery, validity and
enforceability of such Additional Securities.

                The Initial Securities, the Additional Securities and the
Exchange Securities shall be considered collectively as a single class for all
purposes of this Indenture. Holders of the Initial Securities, the Additional
Securities and the Exchange Securities will vote and consent together on all
matters to which such Holders are entitled to vote or consent as one class, and
none of the Holders of the Initial Securities, the Additional Securities or the
Exchange Securities shall have the right to vote or consent as a separate class
on any matter to which such Holders are entitled to vote or consent.

                If any of the terms of any Additional Securities are established
by action taken pursuant to Board Resolutions of the Company, a copy of an
appropriate record of such action shall be certified by the Secretary or any
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate or the indenture supplemental hereto
setting forth the terms of the Additional Securities.

                (b) The Initial Securities are being offered and sold by the
Company pursuant to a Purchase Agreement, dated October 2, 2003, among the
Company, the Subsidiary Guarantors, J.P. Morgan Securities Inc. and the other
initial purchasers named therein. The Initial Securities and any Additional
Securities (if issued as Restricted Securities) (the "Additional Restricted
Securities") will be resold initially only to (A) QIBs in reliance on Rule 144A
and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Securities
and Additional Restricted Securities may thereafter be transferred to, among
others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with
Rule 501 of the Securities Act, in each case, in accordance with the procedure
described herein. Additional Securities offered after the date hereof may be
offered and sold by the Company from time to time pursuant to one or more
purchase agreements in accordance with applicable law.

                Initial Securities and Additional Restricted Securities offered
and sold to QIBs in the United States of America in reliance on Rule 144A (the
"Rule 144A Notes") shall be issued in the form of a permanent global Security
substantially in the form of Exhibit A, which is hereby incorporated by
reference and made a part of this Indenture, including appropriate legends as
set forth in Section 2.1(d) (the "Rule 144A Global Note"), deposited with the
Trustee, as custodian for DTC, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The Rule 144A Global Note may be
represented by more than one certificate, if so required by DTC's rules
regarding the maximum principal amount to be represented by a single
certificate. 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 DTC or its nominee, as hereinafter provided.

                Initial Securities and any Additional Restricted Securities
offered and sold outside the United States of America (the "Regulation S Notes")
in reliance on Regulation S shall initially be issued in the form of a permanent
global Security substantially in the form of Exhibit A including appropriate
legends as set forth in Section 2.1(d) (the "Regulation S Global Note"). The
Regulation S Note will be deposited upon issuance with, or on behalf of, the
Trustee, as custodian for DTC, duly executed by the Company and authenticated by
the Trustee as

<PAGE>

                                                                              37

hereinafter provided. During the Restricted Period, interests in the Regulation
S Global Note may only be transferred to non-U.S. persons pursuant to Regulation
S.

                The Regulation S Global Note may be represented by more than one
certificate, if so required by DTC's rules regarding the maximum principal
amount to be represented by a single certificate. The aggregate principal amount
of the Regulation S Global Note may from time to time be increased or decreased
by adjustments made on the records of the Trustee, as custodian for DTC or its
nominee, as hereinafter provided.

                Initial Securities and Additional Restricted Securities resold
to IAIs (the "Institutional Accredited Investor Notes") in the United States of
America shall be issued in the form of a permanent global Security substantially
in the form of Exhibit A including appropriate legends as set forth in Section
2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the
Trustee, as custodian for DTC, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The Institutional Accredited Investor
Global Note may be represented by more than one certificate, if so required by
DTC's rules regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of the Institutional Accredited
Investor Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC or its
nominee, as hereinafter provided.

                Exchange Securities exchanged for interests in the Rule 144A
Notes, the Regulation S Notes and the Institutional Accredited Investor Notes
will be issued in the form of a permanent global Security, substantially in the
form of Exhibit B, which is hereby incorporated by reference and made a part of
this Indenture, deposited with the Trustee as hereinafter provided, including
the appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note").
The Exchange Global Note will be deposited upon issuance with, or on behalf of,
the Trustee as custodian for DTC, duly executed by the Company and authenticated
by the Trustee as hereinafter provided. The Exchange Global Note may be
represented by more than one certificate, if so required by DTC's rules
regarding the maximum principal amount to be represented by a single
certificate.

                The Rule 144A Global Note, the Regulation S Global Note, the
Institutional Accredited Investor Global Note and the Exchange Global Note are
sometimes collectively herein referred to as the "Global Securities."

                The principal of (and premium, if any) and interest on the
Securities shall be payable at the office or agency of the Company maintained
for such purpose in The City of New York, or at such other office or agency of
the Company as may be maintained for such purpose pursuant to Section 2.3;
provided, however, that, at the option of the Company, each installment of
interest may be paid by (i) check mailed to addresses of the Persons entitled
thereto as such addresses shall appear on the Securities Register or (ii) wire
transfer to an account located in the United States maintained by the payee,
subject to the last sentence of this paragraph. Payments in respect of
Securities represented by a Global Security (including principal, premium, if
any, and interest) will be made by wire transfer of immediately available funds
to the accounts specified by DTC. Payments in respect of Securities represented
by Definitive Securities (including principal, premium, if any, and interest)
held by a Holder of at least $1,000,000

<PAGE>

                                                                              38

aggregate principal amount of Securities represented by Definitive Securities
will be made by wire transfer to a U.S. dollar account maintained by the payee
with a bank in the United States if such Holder elects payment by wire transfer
by giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 15 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion).

                The Securities may have notations, legends or endorsements
required by law, stock exchange rule or usage, in addition to those set forth on
Exhibit A and Exhibit B and in Section 2.1(d). The Company shall approve any
notation, endorsement or legend on the Securities. Each Security shall be dated
the date of its authentication. The terms of the Securities set forth in Exhibit
A and Exhibit B are part of the terms of this Indenture and, to the extent
applicable, the Company, the Subsidiary Guarantors and the Trustee, by their
execution and delivery of this Indenture, expressly agree to be bound by such
terms.

                (c) Denominations. The Securities shall be issuable only in
fully registered form, without coupons, and only in denominations of $1,000 and
any integral multiple thereof.

                (d) Restrictive Legends. Unless and until (i) an Initial
Security or an Additional Security issued as a Restricted Security is sold under
an effective registration statement or (ii) an Initial Security or an Additional
Security issued as a Restricted Security is exchanged for an Exchange Security
in connection with an effective registration statement, in each case pursuant to
the Registration Rights Agreement or a similar agreement, (A) the Rule 144A
Global Note and the Institutional Accredited Investor Global Note shall bear the
following legend (the "Private Placement Legend") on the face thereof:

        THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
        AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
        OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
        PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
        PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
        REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
        TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
        HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
        FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
        TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
        TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
        ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
        AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
        PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO
        A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
        SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
        RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
        REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
        RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR
        FOR THE ACCOUNT OF A

<PAGE>

                                                                              39

        QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
        IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES
        THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
        UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
        WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
        SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING
        THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
        INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL
        AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT
        WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
        IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE
        EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
        SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
        PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
        OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY
        TO IT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
        THE RESALE RESTRICTION TERMINATION DATE.

        BY ITS ACQUISITION OF THIS SECURITY THE HOLDER HEREOF WILL BE DEEMED TO
        HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS
        USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS SECURITY CONSTITUTES THE
        ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE
        U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
        ("ERISA"), OF PLANS, INDIVIDUAL RETIREMENT ACCOUNTS OR OTHER
        ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL
        REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR PROVISIONS UNDER ANY
        FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE
        SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAWS"), OR OF
        AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE "PLAN
        ASSETS" OF SUCH PLANS, ACCOUNTS OR ARRANGEMENTS, OR (II) THE PURCHASE
        AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED
        TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A
        SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

                (B) the Regulation S Global Note shall bear the following legend
(the "Regulation S Legend") on the face thereof:

        THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
        AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
        OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
        PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
        PLEDGED, ENCUMBERED OR OTHERWISE

<PAGE>

                                                                              40

        DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
        TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE
        HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN
        BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
        SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
        THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS 40 DAYS
        AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
        WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
        SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY,
        (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
        EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
        ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT,
        TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
        AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
        OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
        WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
        144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
        STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E)
        TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
        501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
        INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN
        ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
        IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF
        $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR
        SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
        ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
        REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
        COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
        CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
        COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO IT.
        THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
        RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE
        HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT
        PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS
        SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S
        UNDER THE SECURITIES ACT.

        BY ITS ACQUISITION OF THIS SECURITY THE HOLDER HEREOF WILL BE DEEMED TO
        HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS
        USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS SECURITY CONSTITUTES THE
        ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE
        U.S. EMPLOYEE RETIREMENT

<PAGE>

                                                                              41

        INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OF PLANS, INDIVIDUAL
        RETIREMENT ACCOUNTS OR OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION
        4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
        OR PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR
        REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE
        ("SIMILAR LAWS"), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED
        TO INCLUDE "PLAN ASSETS" OF SUCH PLANS, ACCOUNTS OR ARRANGEMENTS, OR
        (II) THE PURCHASE AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A
        NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
        4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR
        LAWS.

                (C) Each Global Security, whether or not an Initial Security,
shall bear the following legend on the face thereof:

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
        THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK,
        NEW YORK, 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.

        TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
        WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR
        THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
        GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
        THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE
        HEREOF.

                (e) Book-Entry Provisions. (i) This Section 2.1(e) shall apply
only to Global Securities deposited with the Trustee, as custodian for DTC.

                        (ii)    Each Global Security initially shall (x) be
                                registered in the name of DTC or the nominee of
                                DTC, (y) be delivered to the Trustee as
                                custodian for DTC and (z) bear legends as set
                                forth in Section 2.1(d).

                        (iii)   Members of, or participants in, DTC ("Agent
                                Members") shall have no rights under this
                                Indenture with respect to any Global Security
                                held on their behalf by DTC or by the Trustee as
                                the

<PAGE>

                                                                              42

                                custodian of DTC or under such Global Security,
                                and DTC may be treated by the Company, the
                                Trustee and any agent of the Company or the
                                Trustee as the absolute owner of such Global
                                Security for all purposes whatsoever.
                                Notwithstanding the foregoing, nothing herein
                                shall prevent the Company, the Trustee or any
                                agent of the Company or the Trustee from giving
                                effect to any written certification, proxy or
                                other authorization furnished by DTC or impair,
                                as between DTC and its Agent Members, the
                                operation of customary practices of DTC
                                governing the exercise of the rights of a Holder
                                of a beneficial interest in any Global Security.

                        (iv)    In connection with any transfer of a portion of
                                the beneficial interest in a Global Security
                                pursuant to subsection (f) of this Section 2.1
                                to beneficial owners who are required to hold
                                Definitive Securities, the Securities Custodian
                                shall reflect on its books and records the date
                                and a decrease in the principal amount of such
                                Global Security in an amount equal to the
                                principal amount of the beneficial interest in
                                the Global Security to be transferred, and the
                                Company shall execute, and the Trustee shall
                                authenticate and make available for delivery,
                                one or more Definitive Securities of like tenor
                                and amount.

                        (v)     In connection with the transfer of an entire
                                Global Security to beneficial owners pursuant to
                                subsection (f) of this Section 2.1, such Global
                                Security shall be deemed to be surrendered to
                                the Trustee for cancellation, and the Company
                                shall execute, and the Trustee shall
                                authenticate and make available for delivery, to
                                each beneficial owner identified by DTC in
                                exchange for its beneficial interest in such
                                Global Security, an equal aggregate principal
                                amount of Definitive Securities of authorized
                                denominations.

                        (vi)    The registered Holder of a Global Security may
                                grant proxies and otherwise authorize any
                                person, including Agent Members and persons that
                                may hold interests through Agent Members, to
                                take any action which a Holder is entitled to
                                take under this Indenture or the Securities.

                        (vii)   Any Holder of a Global Security shall, by
                                acceptance of such Global Security, agree that
                                transfers of beneficial interests in such Global
                                Security may be effected only through a
                                book-entry system maintained by (a) the Holder
                                of such Global Security (or its agent) or (b)
                                any Holder of a beneficial interest in such
                                Global Security, and that ownership of a
                                beneficial interest in such Global Security
                                shall be required to be reflected in a book
                                entry.

<PAGE>

                                                                              43

                (f) Definitive Securities. (i) Except as provided below, owners
of beneficial interests in Global Securities will not be entitled to receive
Definitive Securities. If required to do so pursuant to any applicable law or
regulation, beneficial owners may obtain Definitive Securities in exchange for
their beneficial interests in a Global Security upon written request in
accordance with DTC's and the Registrar's procedures. In addition, Definitive
Securities shall be transferred to all beneficial owners in exchange for their
beneficial interests in a Global Security if (A) DTC notifies the Company that
it is unwilling or unable to continue as depositary for such Global Security or
DTC ceases to be a clearing agency registered under the Exchange Act, at a time
when DTC is required to be so registered in order to act as depositary, and in
each case a successor depositary is not appointed by the Company within 90 days
of such notice or, (B) the Company in its sole discretion executes and delivers
to the Trustee and Registrar an Officers' Certificate stating that such Global
Security shall be so exchangeable or (C) an Event of Default has occurred and is
continuing and the Registrar has received a request from DTC. In the event of
the occurrence of any of the events specified in clause (A), (B) or (C) of the
preceding sentence, the Company shall promptly make available to the Trustee a
reasonable supply of Definitive Securities.

                (g) Any Definitive Security delivered in exchange for an
interest in a Global Security pursuant to Section 2.1(e)(iv) or (v) shall,
except as otherwise provided by Section 2.6(c), bear the applicable legend
regarding transfer restrictions applicable to the Definitive Security set forth
in Section 2.1(d).

                (h) In connection with the exchange of a portion of a Definitive
Security for a beneficial interest in a Global Security, the Trustee shall
cancel such Definitive Security, and the Company shall execute, and the Trustee
shall authenticate and make available for delivery, to the transferring Holder a
new Definitive Security representing the principal amount not so transferred.

                SECTION 2.2.  Execution and Authentication. One Officer shall
sign the Securities for the Company by manual or facsimile signature. If the
Officer whose signature is on a Security no longer holds that office at the time
the Trustee authenticates the Security, the Security shall be valid
nevertheless.

                A Security shall not be valid until an authorized officer of the
Trustee manually authenticates the Security. The signature of the Trustee on a
Security shall be conclusive evidence that such Security has been duly and
validly authenticated and issued under this Indenture. A Security shall be dated
the date of its authentication.

                At any time and from time to time after the execution and
delivery of this Indenture, the Trustee shall authenticate and make available
for delivery: (1) Initial Securities for original issue on the Issue Date in an
aggregate principal amount of $210,000,000, (2) subject to the terms of this
Indenture, Additional Securities for original issue in an unlimited principal
amount and (3) Exchange Securities for issue only in a Registered Exchange Offer
pursuant to the Registration Rights Agreement or upon resale under an effective
Shelf Registration Statement, and only in exchange for Initial Securities or
Additional Securities of an equal principal amount, in each case upon a written
order of the Company signed by one Officer of the Company (the "Company Order").
Such Company Order shall specify whether the Securities

<PAGE>

                                                                              44

will be in the form of Definitive Securities or Global Securities, the amount of
the Securities to be authenticated and the date on which the original issue of
Securities is to be authenticated and whether the Securities are to be Initial
Securities, Additional Securities or Exchange Securities.

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

                In case the Company or any Subsidiary Guarantor, pursuant to
Article IV or Section 10.2, as applicable, shall be consolidated or merged with
or into any other Person or shall convey, transfer, lease or otherwise dispose
of its properties and assets substantially as an entirety to any Person, and the
successor Person resulting from such consolidation, or surviving such merger, or
into which the Company or any Subsidiary Guarantor shall have been merged, or
the Person which shall have received a conveyance, transfer, lease or other
disposition as aforesaid, shall have executed an indenture supplemental hereto
with the Trustee pursuant to Article IV, or Section 10.2, as applicable, any of
the Securities authenticated or delivered prior to such consolidation, merger,
conveyance, transfer, lease or other disposition may, from time to time, at the
request of the successor Person, be exchanged for other Securities executed in
the name of the successor Person with such changes in phraseology and form as
may be appropriate, but otherwise in substance of like tenor as the Securities
surrendered for such exchange and of like principal amount; and the Trustee,
upon Company Order of the successor Person, shall authenticate and make
available for delivery Securities as specified in such order for the purpose of
such exchange. If Securities shall at any time be authenticated and delivered in
any new name of a successor Person pursuant to this Section 2.2 in exchange or
substitution for or upon registration of transfer of any Securities, such
successor Person, at the option of the Holders but without expense to them,
shall provide for the exchange of all Securities at the time outstanding for
Securities authenticated and delivered in such new name.

                SECTION 2.3.  Registrar and Paying Agent. The Company shall
maintain in New York, New York an office or agency where Securities may be
presented for registration of transfer or for exchange (the "Registrar") and an
office or agency where Securities may be presented for payment (the "Paying
Agent"). The Registrar shall keep a register of the Securities and of their
transfer and exchange (the "Securities Register"). The Company may have one or
more co-registrars and one or more additional paying agents. The term "Paying
Agent" includes any additional paying agent and the term "Registrar" includes
any co-registrar.

                The Company shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture, which shall
incorporate the terms of the TIA. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Company shall notify the
Trustee of the name and address of each such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.7. The
Company or any of

<PAGE>

                                                                              45

its wholly owned Subsidiaries organized in the United States may act as Paying
Agent, Registrar or transfer agent.

                The Company initially appoints the Trustee as Registrar and
Paying Agent for the Securities. The Company may remove any Registrar or Paying
Agent upon written notice to such Registrar or Paying Agent and to the Trustee;
provided, however, that no such removal shall become effective until (i)
acceptance of any appointment by a successor as evidenced by an appropriate
agreement entered into by the Company and such successor Registrar or Paying
Agent, as the case may be, and delivered to the Trustee or (ii) notification to
the Trustee that the Trustee shall serve as Registrar or Paying Agent until the
appointment of a successor in accordance with clause (i) above. The Registrar or
Paying Agent may resign at any time upon written notice to the Company and the
Trustee.

                SECTION 2.4.  Paying Agent to Hold Money in Trust. By no later
than 10:00 a.m. (New York City time) on the date on which any principal of,
premium, if any, or interest on any Security is due and payable, the Company
shall deposit with the Paying Agent a sum sufficient in immediately available
funds to pay such principal, premium or interest when due. The Company shall
require each Paying Agent (other than the Trustee) to agree in writing that such
Paying Agent shall hold in trust for the benefit of Securityholders or the
Trustee all money held by such Paying Agent for the payment of principal of,
premium, if any, or interest on the Securities (whether such assets have been
distributed to it by the Company or other obligors on the Securities), shall
notify the Trustee in writing of any default by the Company or any Subsidiary
Guarantor in making any such payment and shall during the continuance of any
default by the Company (or any other obligor upon the Securities) in the making
of any payment in respect of the Securities, upon the written request of the
Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities together with a full accounting
thereof. If the Company or a Subsidiary of the Company acts as Paying Agent, it
shall segregate the money held by it as Paying Agent and hold it as a separate
trust fund. The Company at any time may require a Paying Agent (other than the
Trustee) to pay all money held by it to the Trustee and to account for any funds
or assets disbursed by such Paying Agent. Upon complying with this Section, the
Paying Agent (if other than the Company or a Subsidiary of the Company) shall
have no further liability for the money delivered to the Trustee. Upon any
bankruptcy, reorganization or similar proceeding with respect to the Company,
the Trustee shall serve as Paying Agent for the Securities.

                SECTION 2.5.  Securityholder 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 Securityholders and shall otherwise comply
with TIA Section 312(a). If the Trustee is not the Registrar, or to the extent
otherwise required under the TIA, the Company, on its own behalf and on behalf
of each of the Subsidiary Guarantors, shall furnish or cause the Registrar to
furnish to the Trustee, in writing 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 Securityholders and the Company shall
otherwise comply with TIA Section 312(a).

<PAGE>

                                                                              46

                SECTION 2.6.  Transfer and Exchange.

                (a) The following provisions shall apply with respect to any
proposed registration of transfer of a Rule 144A Note or an Institutional
Accredited Investor Note prior to the date which is two years after the later of
the date of its original issue and the last date on which the Company or any
Affiliate of the Company was the owner of such Securities (or any predecessor
thereto) (the "Resale Restriction Termination Date"):

                        (i)     a registration of transfer of a Rule 144A Note
                                or an Institutional Accredited Investor Note or
                                a beneficial interest therein to a QIB shall be
                                made upon the representation of the transferee
                                in the form as set forth on the reverse of the
                                Security that it is purchasing for its own
                                account or an account with respect to which it
                                exercises sole investment discretion and that it
                                and any such account is a "qualified
                                institutional buyer" within the meaning of Rule
                                144A, and is aware that the sale to it is being
                                made in reliance on Rule 144A and acknowledges
                                that it has received such information regarding
                                the Company as the undersigned has requested
                                pursuant to Rule 144A or has determined not to
                                request such information and that it is aware
                                that the transferor is relying upon its
                                foregoing representations in order to claim the
                                exemption from registration provided by Rule
                                144A;

                        (ii)    a registration of transfer of a Rule 144A Note
                                or an Institutional Accredited Investor Note or
                                a beneficial interest therein to an IAI shall be
                                made upon receipt by the Trustee or its agent of
                                a certificate substantially in the form set
                                forth in Section 2.7 from the proposed
                                transferee and, if requested by the Company, the
                                delivery of an opinion of counsel, certification
                                and/or other information satisfactory to it; and

                        (iii)   a registration of transfer of a Rule 144A Note
                                or a beneficial interest therein to a Non-U.S.
                                Person shall be made upon receipt by the Trustee
                                or its agent of a certificate substantially in
                                the form set forth in Section 2.8 from the
                                proposed transferee and, if requested by the
                                Company, the delivery of an opinion of counsel,
                                certification and/or other information
                                satisfactory to it.

                (b) Prior to the expiration of the Restricted Period, a
registration of transfer of a Regulation S Note or a beneficial interest therein
shall only be made to a Non-U.S. Person and shall be made upon receipt by the
Trustee or its agent of a certificate substantially in the form set forth in
Section 2.8 hereof from the proposed transferee and, if requested by the
Company, receipt by the Trustee or its agent of an opinion of counsel,
certification and/or other information satisfactory to the Company.

<PAGE>

                                                                              47

                After the expiration of the Restricted Period, interests in the
Regulation S Note may be transferred in accordance with applicable law without
requiring the certification set forth in Section 2.8 or any additional
certification.

                (c) Restricted Securities Legend. Upon the transfer, exchange or
replacement of Securities not bearing a Restricted Securities Legend, the
Registrar shall deliver Securities that do not bear a Restricted Securities
Legend. Upon the transfer, exchange or replacement of Securities bearing a
Restricted Securities Legend, the Registrar shall deliver only Securities that
bear a Restricted Securities Legend unless (i) Initial Securities are being
exchanged for Exchange Securities in a Registered Exchange Offer in which case
the Exchange Securities shall not bear a Restricted Securities Legend, (ii) an
Initial Security is being transferred pursuant to the Shelf Registration
Statement or other effective registration statement or (iii) there is delivered
to the Registrar an Opinion of Counsel reasonably satisfactory to the Company
and the Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act. Any Additional Securities sold in a registered
offering shall not be required to bear the Restricted Securities Legend.

                (d) The Registrar shall retain copies of all letters, notices
and other written communications received pursuant to Section 2.1 or this
Section 2.6. The Company shall have the right to inspect and make copies of all
such letters, notices or other written communications at any reasonable time
upon the giving of reasonable prior written notice to the Registrar.

                (e) Obligations with Respect to Transfers and Exchanges of
Securities.

                        (i)     To permit registrations of transfers and
                                exchanges, the Company shall, subject to the
                                other terms and conditions of this Article II,
                                execute and the Trustee shall authenticate
                                Definitive Securities and Global Securities at
                                the Registrar's request.

                        (ii)    No service charge shall be made to a Holder for
                                any registration of transfer or exchange, but
                                the Company may require the Holder to pay a sum
                                sufficient to cover any transfer tax,
                                assessments, or similar governmental charge
                                payable in connection therewith (other than any
                                such transfer taxes, assessments or similar
                                governmental charges payable upon exchange or
                                transfer pursuant to Sections 2.2, 2.6, 2.9,
                                2.11, 3.5, 3.10, 5.8 or 9.5).

                        (iii)   The Company (and the Registrar) shall not be
                                required to register the transfer of or exchange
                                of any Security (A) for a period beginning (1)
                                15 days before the mailing of a notice of an
                                offer to repurchase or redeem Securities and
                                ending at the close of business on the day of
                                such mailing or (2) 15 days before an interest
                                payment date and ending on such interest payment
                                date or (B) called for redemption, except the
                                unredeemed portion of any Security being
                                redeemed in part.

<PAGE>

                                                                              48

                        (iv)    Prior to the due presentation for registration
                                of transfer of any Security, the Company, the
                                Trustee, the Paying Agent or the Registrar may
                                deem and treat the person in whose name a
                                Security is registered as the owner of such
                                Security for the purpose of receiving payment of
                                principal of, premium, if any, and (subject to
                                paragraph 2 of the forms of Securities attached
                                hereto as Exhibits A and B) interest on such
                                Security and for all other purposes whatsoever,
                                including without limitation the transfer or
                                exchange of such Security, whether or not such
                                Security is overdue, and none of the Company,
                                the Trustee, the Paying Agent or the Registrar
                                shall be affected by notice to the contrary.

                        (v)     Any Definitive Security delivered in exchange
                                for an interest in a Global Security pursuant to
                                Section 2.1(e) shall, except as otherwise
                                provided by Section 2.6(c), bear the applicable
                                legend regarding transfer restrictions
                                applicable to the Definitive Security set forth
                                in Section 2.1(d).

                        (vi)    All Securities issued upon any transfer or
                                exchange pursuant to the terms of this Indenture
                                shall evidence the same debt and shall be
                                entitled to the same benefits under this
                                Indenture as the Securities surrendered upon
                                such transfer or exchange.

                (f) No Obligation of the Trustee. (i) The Trustee shall have no
responsibility or obligation to any beneficial owner of a Global Security, a
member of, or a participant in, DTC or other Person with respect to the accuracy
of the records of DTC or its nominee or of any participant or member thereof,
with respect to any ownership interest in the Securities or with respect to the
delivery to any participant, member, beneficial owner or other Person (other
than DTC) of any notice (including any notice of redemption or purchase) or the
payment of any amount or delivery of any Securities (or other security or
property) under or with respect to such Securities. All notices and
communications to be given to the Holders and all payments to be made to Holders
in respect of the Securities shall be given or made only to or upon the order of
the registered Holders (which shall be DTC or its nominee in the case of a
Global Security). The rights of beneficial owners in any Global Security shall
be exercised only through DTC subject to the applicable rules and procedures of
DTC. The Trustee may rely and shall be fully protected in relying upon
information furnished by DTC with respect to its members, participants and any
beneficial owners.

                (ii)    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 Security (including any transfers between or among DTC
participants, members or beneficial owners 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.

<PAGE>

                                                                              49

                SECTION 2.7.  Form of Certificate to be Delivered in Connection
with Transfers to Institutional Accredited Investors.

                                            [Date]

IMCO Recycling Inc.
c/o JPMorgan Chase Bank
600 Travis, Suite 1100
Houston, Texas 77002
Attention:  Institutional Trust Services

Ladies and Gentlemen:

                This certificate is delivered to request a transfer of
$[_________] principal amount of the 10 3/8% Senior Secured Notes due 2010 (the
"Securities") of IMCO Recycling Inc. (the "Company").

                  Upon transfer, the Securities would be registered in the name
of the new beneficial owner as follows:

                Name: ___________________________________

                Address: ________________________________

                Taxpayer ID Number: _____________________

                The undersigned represents and warrants to you that:

                1.      We are an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as
amended (the "Securities Act")) purchasing for our own account or for the
account of such an institutional "accredited investor" at least $250,000
principal amount of the Securities, and we are acquiring the Securities not with
a view to, or for offer or sale in connection with, any distribution in
violation of the Securities Act. We have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risk of our investment in the Securities and we invest in or purchase securities
similar to the Securities in the normal course of our business. We and any
accounts for which we are acting are each able to bear the economic risk of our
or its investment.

                2.      We understand that the Securities have not been
registered under the Securities Act and, unless so registered, may not be sold
except as permitted in the following sentence. We agree on our own behalf and on
behalf of any investor account for which we are purchasing Securities to offer,
sell or otherwise transfer such Securities prior to the date that is two years
after the later of the date of original issue and the last date on which the
Company or any affiliate of the Company was the owner of such Securities (or any
predecessor thereto) (the "Resale Restriction Termination Date") only (a) to the
Company, (b) pursuant to a registration statement which has been declared
effective under the Securities Act, (c) in a transaction complying with the
requirements of Rule 144A under the Securities Act, to a person we reasonably
believe is a "qualified institutional buyer" under Rule 144A of the Securities
Act (a

<PAGE>

                                                                              50

"QIB") that is purchasing for its own account or for the account of a QIB and to
whom notice is given that the transfer is being made in reliance on Rule 144A,
(d) pursuant to offers and sales that occur outside the United States within the
meaning of Regulation S under the Securities Act, (e) to an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act that is purchasing for its own account or for the
account of such an institutional "accredited investor," in each case in a
minimum principal amount of Securities of $250,000 for investment purposes and
not with a view to or for offer or sale in connection with any distribution in
violation of the Securities Act or (f) pursuant to any other available exemption
from the registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of our property
or the property of such investor account or accounts be at all times within our
or their control and in compliance with any applicable state securities laws.
The foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date. If any resale or other transfer of the Securities
is proposed to be made pursuant to clause (e) above prior to the Resale
Restriction Termination Date, the transferor shall deliver a letter from the
transferee substantially in the form of this letter to the Company and the
Trustee, which shall provide, among other things, that the transferee is an
institutional "accredited investor" (within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act) and that it is acquiring such Securities
for investment purposes and not for distribution in violation of the Securities
Act. Each purchaser acknowledges that the Company and the Trustee reserve the
right prior to any offer, sale or other transfer prior to the Resale Termination
Date of the Securities pursuant to clauses (d), (e) or (f) above to require the
delivery of an opinion of counsel, certifications and/or other information
satisfactory to the Company and the Trustee.

                                        TRANSFEREE:
                                                   ----------------------

                                        BY:
                                           ------------------------------

<PAGE>

                                                                              51

                SECTION 2.8.  Form of Certificate to be Delivered in Connection
with Transfers Pursuant to Regulation S.

                                          [Date]

IMCO Recycling Inc.
c/o JPMorgan Chase Bank
600 Travis, Suite 1100
Houston, Texas 77002
Attention:  Institutional Trust Services

                Re:     IMCO Recycling Inc.
                        10 3/8% Senior Secured Notes due 2010 (the "Securities")

Ladies and Gentlemen:

                In connection with our proposed sale of $[________] aggregate
principal amount of the Securities, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the United States
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we
represent that:

                (a)     the offer of the Securities was not made to a person in
        the United States;

                (b)     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;

                (c)     no directed selling efforts have been made in the United
        States in contravention of the requirements of Rule 903(a)(2) or Rule
        904(a)(2) of Regulation S, as applicable; and

                (d)     the transaction is not part of a plan or scheme to evade
        the registration requirements of the Securities Act.

                In addition, if the sale is made during a restricted period and
the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are
applicable thereto, we confirm that such sale has been made in accordance with
the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may
be.

                You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S.

<PAGE>

                                                                              52

                Very truly yours,

                [Name of Transferor]

                By:
                   ----------------------------

                -------------------------------
                      Authorized Signature

                SECTION 2.9.  Mutilated, Destroyed, Lost or Stolen Securities.
If a mutilated Security is surrendered to the Registrar or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement
Security if the requirements of Section 8-405 of the Uniform Commercial Code are
met, such that the Securityholder (a) satisfies the Company or the Trustee that
such Security has been lost, destroyed or wrongfully taken within a reasonable
time after such Securityholder has notice of such loss, destruction or wrongful
taking and the Registrar has not registered a transfer prior to receiving such
notification, (b) makes such request to the Company or Trustee prior to the
Security being acquired by a protected purchaser as defined in Section 8-303 of
the Uniform Commercial Code (a "protected purchaser") and (c) satisfies any
other reasonable requirements of the Trustee; provided, however, if after the
delivery of such replacement Security, a protected purchaser of the Security for
which such replacement Security was issued presents for payment or registration
such replaced Security, the Trustee or the Company shall be entitled to recover
such replacement Security from the Person to whom it was issued and delivered or
any Person taking therefrom, except a protected purchaser, and shall be entitled
to recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Company or the Trustee in
connection therewith. If required by the Trustee or the Company, such Holder
shall furnish an indemnity bond sufficient in the judgment of the Company and
the Trustee to protect the Company, the Trustee, the Paying Agent and the
Registrar from any loss which any of them may suffer if a Security is replaced,
and, in the absence of notice to the Company, any Subsidiary Guarantor or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon receipt of a Company Order the Trustee shall
authenticate and make available for delivery, in exchange for any such mutilated
Security or in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount, bearing a number not
contemporaneously outstanding.

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

                Upon the issuance of any new Security under this Section, the
Company may require that such Holder pay a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of counsel and of the Trustee) in
connection therewith.

<PAGE>

                                                                              53

                Subject to the proviso in the initial paragraph of this Section
2.9 every new Security issued pursuant to this Section in lieu of any mutilated,
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, any Subsidiary Guarantor (if applicable)
and any other obligor upon the Securities, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

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

                SECTION 2.10. Outstanding Securities. Securities outstanding at
any time are all Securities authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation and those described in
this Section as not outstanding. A Security does not cease to be outstanding in
the event the Company or an Affiliate of the Company holds the Security,
provided, however, that (i) for purposes of determining which are outstanding
for consent or voting purposes hereunder, the provisions of Section 12.6 shall
apply and (ii) in determining whether the Trustee shall be protected in making a
determination whether the Holders of the requisite principal amount of
outstanding Securities are present at a meeting of Holders of Securities for
quorum purposes or have consented to or voted in favor of any request, demand,
authorization, direction, notice, consent, waiver, amendment or modification
hereunder, or relying upon any such quorum, consent or vote, only Securities
which a Trust Officer of the Trustee actually knows to be held by the Company or
an Affiliate of the Company shall not be considered outstanding.

                If a Security is replaced pursuant to Section 2.9 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
unless the Trustee and the Company receive proof satisfactory to them that the
replaced Security is held by a protected purchaser. A mutilated Security ceases
to be outstanding upon surrender of such Security and replacement pursuant to
Section 2.9.

                If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a Redemption Date or maturity date money sufficient to
pay all principal, premium, if any, and accrued interest payable on that date
with respect to the Securities (or portions thereof) to be redeemed or maturing,
as the case may be, and the Paying Agent is not prohibited from paying such
money to the Securityholders on that date pursuant to the terms of this
Indenture, then on and after that date such Securities (or portions thereof)
cease to be outstanding and interest on them ceases to accrue.

                SECTION 2.11. Temporary Securities. In the event that Definitive
Securities are to be issued under the terms of this Indenture, until such
Definitive Securities are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form, and shall carry all rights, of Definitive Securities
but may have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate Definitive Securities. After the preparation of
Definitive Securities, the temporary

<PAGE>

                                                                              54

Securities shall be exchangeable for Definitive Securities upon surrender of the
temporary Securities at any office or agency maintained by the Company for that
purpose and such exchange shall be without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities, the Company shall
execute, and the Trustee shall authenticate and make available for delivery in
exchange therefor, one or more Definitive Securities representing an equal
principal amount of Securities. Until so exchanged, the Holder of temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as a Holder of Definitive Securities.

                SECTION 2.12. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and dispose of such Securities in accordance with its internal
policies and customary procedures including delivery of a certificate describing
such Securities disposed (subject to the record retention requirements of the
Exchange Act) or deliver canceled Securities to the Company pursuant to written
direction by one Officer of the Company. If the Company or any Subsidiary
Guarantor acquires any of the Securities, such acquisition shall not operate as
a redemption or satisfaction of the Indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation
pursuant to this Section 2.12. The Company may not issue new Securities to
replace Securities it has paid or delivered to the Trustee for cancellation for
any reason other than in connection with a transfer or exchange.

                At such time as all beneficial interests in a Global Security
have either been exchanged for Definitive Securities, transferred, redeemed,
repurchased or canceled, such Global Security shall be returned by DTC to the
Trustee for cancellation or retained and canceled by the Trustee. At any time
prior to such cancellation, if any beneficial interest in a Global Security is
exchanged for Definitive Securities, transferred in exchange for an interest in
another Global Security, redeemed, repurchased or canceled, the principal amount
of Securities represented by such Global Security shall be reduced and an
adjustment shall be made on the books and records of the Trustee (if it is then
the Securities Custodian for such Global Security) with respect to such Global
Security, by the Trustee or the Securities Custodian, to reflect such reduction.

                SECTION 2.13. Payment of Interest; Defaulted Interest. Interest
on any Security which is payable, and is punctually paid or duly provided for,
on any interest payment date shall be paid to the Person in whose name such
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such payment at the office or agency of
the Company maintained for such purpose pursuant to Section 2.3.

                Any interest on any Security which is payable, but is not paid
when the same becomes due and payable and such nonpayment continues for a period
of 30 days shall forthwith cease to be payable to the Holder on the regular
record date, and such defaulted interest and (to the extent lawful) interest on
such defaulted interest at the rate borne by the Securities (such defaulted
interest and interest thereon herein collectively called "Defaulted Interest")
shall be paid by the Company, at its election in each case, as provided in
clause (a) or (b) below:

<PAGE>

                                                                              55

                (a) The Company may elect to make payment of any Defaulted
        Interest to the Persons in whose names the Securities (or their
        respective predecessor Securities) are registered at the close of
        business on a Special Record Date (as defined below) for the payment of
        such Defaulted Interest, which shall be fixed in the following manner.
        The Company shall notify the Trustee in writing of the amount of
        Defaulted Interest proposed to be paid on each Security and the date
        (not less than 30 days after such notice) of the proposed payment (the
        "Special Interest Payment Date"), and at the same time the Company shall
        deposit with the Trustee an amount of money equal to the aggregate
        amount proposed to be paid in respect of such Defaulted Interest or
        shall make arrangements satisfactory to the Trustee for such deposit
        prior to the date of the proposed payment, such money when deposited to
        be held in trust for the benefit of the Persons entitled to such
        Defaulted Interest as in this clause provided. Thereupon the Trustee
        shall fix a record date (the "Special Record Date") for the payment of
        such Defaulted Interest, which date shall be not more than 15 days and
        not less than 10 days prior to the Special Interest Payment Date and not
        less than 10 days after the receipt by the Trustee of the notice of the
        proposed payment. The Trustee shall promptly notify the Company of such
        Special Record Date, and in the name and at the expense of the Company,
        shall cause notice of the proposed payment of such Defaulted Interest
        and the Special Record Date and Special Interest Payment Date therefor
        to be given in the manner provided for in Section 12.2, not less than 10
        days prior to such Special Record Date. Notice of the proposed payment
        of such Defaulted Interest and the Special Record Date and Special
        Interest Payment Date therefor having been so given, such Defaulted
        Interest shall be paid on the Special Interest Payment Date to the
        Persons in whose names the Securities (or their respective predecessor
        Securities) are registered at the close of business on such Special
        Record Date and shall no longer be payable pursuant to the following
        clause (b).

                (b) The Company may make payment of any Defaulted Interest in
        any other lawful manner not inconsistent with the requirements of any
        securities exchange on which the Securities may be listed, and upon such
        notice as may be required by such exchange, if, after notice given by
        the Company to the Trustee of the proposed payment pursuant to this
        clause, such manner of payment shall be deemed practicable by the
        Trustee.

                Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of, transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

                SECTION 2.14. Computation of Interest. Interest on the
Securities shall be computed on the basis of a 360-day year of twelve 30-day
months.

                SECTION 2.15. CUSIP, Common Code and ISIN Numbers. The Company
in issuing the Securities may use "CUSIP", "Common Code" and "ISIN" numbers and,
if so, the Trustee shall use "CUSIP", "Common Code" and "ISIN" numbers in
notices of redemption or purchase as a convenience to Holders; provided,
however, that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption or purchase and that reliance may be placed only
on

<PAGE>

                                                                              56

the other identification numbers printed on the Securities, and any such
redemption or purchase shall not be affected by any defect in or omission of
such CUSIP, Common Code and ISIN numbers. The Company shall promptly notify the
Trustee in writing of any change in the CUSIP, Common Code and ISIN numbers.

                                   ARTICLE III

                                    COVENANTS

                SECTION 3.1. Payment of Securities. The Company shall promptly
pay the principal of, premium, if any, and interest on the Securities on the
dates and in the manner provided in the Securities and in this Indenture.
Principal, premium, if any, and interest shall be considered paid on the date
due if on such date the Trustee or the Paying Agent holds in accordance with
this Indenture money sufficient to pay all principal, premium, if any, and
interest then due and the Trustee or the Paying Agent, as the case may be, is
not prohibited from paying such money to the Securityholders on that date
pursuant to the terms of this Indenture. The Company's obligation to pay the
principal of or interest on the Securities shall be reduced to the extent that
the Trustee has received for deposit to the Collateral Account payments under
the Intercompany Note (other than prepayments) and the Trustee is not prohibited
from paying such money to the Securityholders on the date such payments are due
and payable pursuant to this Indenture.

                The Company shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

                Notwithstanding anything to the contrary contained in this
Indenture, the Company may, to the extent it is required to do so by law, deduct
or withhold income or other similar taxes imposed by the United States of
America from principal or interest payments hereunder.

                SECTION 3.2. Limitation on Indebtedness.

                (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, Incur any Indebtedness (including Acquired
Indebtedness); provided, however, that the Company or any of the Subsidiary
Guarantors may Incur Indebtedness if on the date thereof:

                (1)     the Consolidated Coverage Ratio for the Company and its
        Restricted Subsidiaries is at least 2.00 to 1.00; and

                (2)     no Default or Event of Default will have occurred or be
        continuing or would occur as a consequence of Incurring the Indebtedness
        or transactions relating to such Incurrence.

                (b) Clause (a) of this Section 3.2 will not prohibit the
Incurrence of the following Indebtedness:

<PAGE>

                                                                              57

                (1)     Indebtedness of the Company and the Subsidiary
        Guarantors Incurred pursuant to the Credit Facility and the principal
        component of amounts outstanding under Qualified Receivables
        Transactions in an aggregate amount up to the greater of (a) the
        Borrowing Base and (b) $120.0 million less (in the case of this clause
        (b)) all mandatory prepayments of principal thereof permanently reducing
        the commitments thereunder;

                (2)     Guarantees by the Subsidiary Guarantors and Foreign
        Subsidiaries of Indebtedness Incurred in accordance with the provisions
        of this Indenture; provided that in the event such Indebtedness that is
        being Guaranteed is a Subordinated Obligation or a Guarantor
        Subordinated Obligation, then the related Guarantee shall be
        subordinated in right of payment to the Subsidiary Guarantee;

                (3)     Indebtedness of the Company owing to and held by any
        Restricted Subsidiary (other than a Receivables Entity) or Indebtedness
        of a Restricted Subsidiary owing to and held by the Company or any other
        Restricted Subsidiary (other than a Receivables Entity); provided,
        however,

                (a)     if the Company is the obligor on such Indebtedness, such
                        Indebtedness is expressly subordinated to the prior
                        payment in full in cash of all obligations with respect
                        to the Securities; or

                (b)     if a Subsidiary Guarantor is the obligor on such
                        Indebtedness and the Company or a Subsidiary Guarantor
                        is not the obligee, such Indebtedness is subordinated in
                        right of payment to the Subsidiary Guarantees of such
                        Subsidiary Guarantor; and

                        (i)     any subsequent issuance or transfer of Capital
                                Stock or any other event which results in any
                                such Indebtedness being beneficially held by a
                                Person other than the Company or a Restricted
                                Subsidiary (other than a Receivables Entity); or

                        (ii)    any sale or other transfer of any such
                                Indebtedness to a Person other than the Company
                                or a Restricted Subsidiary (other than a
                                Receivables Entity)

                        shall be deemed, in each case, to constitute an
                        Incurrence of such Indebtedness by the Company or such
                        Subsidiary, as the case may be.

                (4)     Indebtedness represented by (a) the Securities and the
        Subsidiary Guarantees issued on the Issue Date and the Exchange
        Securities and exchange guarantees evidencing the same Indebtedness as
        the Securities and the Subsidiary Guarantees issued in a Registered
        Exchange Offer pursuant to the Registration Rights Agreement, (b) any
        Indebtedness (other than the Indebtedness described in clauses (1), (2),
        (3), (6), (8), (9), (10), (11) and (12) of this Section 3.2(b))
        outstanding on the Issue Date and (c) any Refinancing Indebtedness
        Incurred in respect of any Indebtedness described in this clause (4) or
        clause (5) of Section 3.2(b) or Incurred pursuant to Section 3.2(a);

<PAGE>

                                                                              58

                (5)     Indebtedness of a Person Incurred and outstanding on the
        date on which such Person was acquired by the Company or a Restricted
        Subsidiary and became a Restricted Subsidiary or part of a Restricted
        Subsidiary or the Company or merged, consolidated, amalgamated or
        liquidated with or into a Restricted Subsidiary or the Company (other
        than Indebtedness Incurred (a) to provide all or any portion of the
        funds utilized to consummate the transaction or series of related
        transactions pursuant to which such Person became a Restricted
        Subsidiary or was otherwise acquired by the Company or a Restricted
        Subsidiary or merged, consolidated, amalgamated or liquidated with or
        into a Restricted Subsidiary or (b) otherwise in connection with, or in
        contemplation of, such acquisition); provided, however, that at the time
        such Restricted Subsidiary is acquired by the Company, the Company would
        have been able to Incur $1.00 of additional Indebtedness pursuant to
        Section 3.2(a) after giving effect to the Incurrence of such
        Indebtedness pursuant to this clause (5) of Section 3.2(b);

                (6)     Indebtedness under Currency Agreements and Interest Rate
        Agreements; provided, that in the case of Currency Agreements, such
        Currency Agreements are related to business transactions of the Company
        or its Restricted Subsidiaries entered into in the ordinary course of
        business or in the case of Currency Agreements and Interest Rate
        Agreements, such Currency Agreements and Interest Rate Agreements are
        entered into for bona fide hedging purposes of the Company or its
        Restricted Subsidiaries (as determined in good faith by the Board of
        Directors or senior management of the Company) and substantially
        correspond (in case of Interest Rate Agreements) in terms of notional
        amount, duration, currencies and interest rates, as applicable, to
        Indebtedness of the Company or its Restricted Subsidiaries Incurred
        without violation of the Indenture;

                (7)     the Incurrence by the Company or any of its Restricted
        Subsidiaries of Indebtedness represented by Capitalized Lease
        Obligations, real property financings, conditional sale obligations,
        obligations under title retention agreements or purchase money
        obligations with respect to assets other than Capital Stock or other
        Investments, in each case Incurred for the purpose of financing all or
        any part of the purchase price, leasing, or cost of acquisition,
        construction, development or improvement of property or assets used in
        the business of the Company or such Restricted Subsidiary, in an
        aggregate principal amount not to exceed $20.0 million at any time
        outstanding;

                (8)     Indebtedness Incurred in respect of workers'
        compensation claims, self-insurance obligations, performance, surety,
        appeal and similar bonds and completion guarantees provided by the
        Company or a Restricted Subsidiary in the ordinary course of business;

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

<PAGE>

                                                                              59

                (10)    Indebtedness arising from the honoring by a bank or
        other financial institution of a check, draft or similar instrument
        (except in the case of daylight overdrafts) drawn against insufficient
        funds in the ordinary course of business, provided, however, that such
        Indebtedness is extinguished within five Business Days of Incurrence;

                (11)    Indebtedness of Foreign Subsidiaries Incurred for
        working capital financing in an aggregate outstanding principal amount
        which, when taken together with the principal amount of all other
        Indebtedness Incurred pursuant to this clause (11) of Section 3.2(b) and
        then outstanding, will not exceed $40.0 million at any one time
        outstanding; and

                (12)    in addition to the items referred to in clauses (1)
        through (11) above of this Section 3.2(b), Indebtedness of the Company
        and the Subsidiary Guarantors in an aggregate outstanding principal
        amount which, when taken together with the principal amount of all other
        Indebtedness Incurred pursuant to this clause (12) of Section 3.2(b) and
        then outstanding, will not exceed $15.0 million at any time outstanding.

                The Company will not Incur any Indebtedness under this Section
3.2(b) if the proceeds thereof are used, directly or indirectly, to refinance
any Subordinated Obligations of the Company unless such Indebtedness will be
subordinated to the Securities to at least the same extent as such Subordinated
Obligations. No Subsidiary Guarantor will Incur any indebtedness if the proceeds
thereof are used, directly or indirectly, to refinance any Guarantor
Subordinated Obligations of such Subsidiary Guarantor unless such Indebtedness
will be subordinated to the obligations of such Subsidiary Guarantor under its
Subsidiary Guarantee to at least the same extent as such Guarantor Subordinated
Obligations. No Restricted Subsidiary other than a Subsidiary Guarantor may
Incur any Indebtedness if the proceeds are used to refinance Indebtedness of the
Company.

                All intercompany debt shall be unsecured and subordinate in
right of payment to the Securities (other than the Intercompany Note).

                (c) For purposes of determining compliance with, and the
outstanding principal amount of any particular Indebtedness Incurred pursuant to
and in compliance with, this Section 3.2:

                (1)     in the event that Indebtedness meets the criteria of
        more than one of the types of Indebtedness described in clauses (a) and
        (b) of this Section 3.2, the Company, in its sole discretion, will
        classify such item of Indebtedness on the date of Incurrence and only be
        required to include the amount and type of such Indebtedness in one of
        such clauses;

                (2)     all Indebtedness outstanding on the date of this
        Indenture under the Senior Secured Credit Agreement shall be deemed
        initially Incurred on the Issue Date under Section 3.2(b)(1) and not
        Section 3.2(a) or Section 3.2(b)(4);

                (3)     Guarantees of, or obligations in respect of letters of
        credit relating to, Indebtedness which is otherwise included in the
        determination of a particular amount of Indebtedness shall not be
        included;

<PAGE>

                                                                              60

                (4)     if obligations in respect of letters of credit are
        Incurred pursuant to a Credit Facility and are being treated as Incurred
        pursuant to Section 3.2(b)(1) and the letters of credit relate to other
        Indebtedness, then such other Indebtedness shall not be included;

                (5)     the principal amount of any Disqualified Stock of the
        Company or a Restricted Subsidiary, or Preferred Stock of a Restricted
        Subsidiary that is not a Subsidiary Guarantor, will be equal to the
        greater of the maximum mandatory redemption or repurchase price (not
        including, in either case, any redemption or repurchase premium) or the
        liquidation preference thereof;

                (6)     Indebtedness permitted by this Section 3.2 need not be
        permitted solely by reference to one provision permitting such
        Indebtedness but may be permitted in part by one such provision and in
        part by one or more other provisions of this Section 3.2 permitting such
        Indebtedness; and

                (7)     the amount of Indebtedness issued at a price that is
        less than the principal amount thereof will be equal to the amount of
        the liability in respect thereof determined in accordance with GAAP.

                Accrual of interest, accrual of dividends, the accretion of
accreted value, the payment of interest in the form of additional Indebtedness
and the payment of dividends in the form of additional shares of Preferred Stock
or Disqualified Stock will not be deemed to be an Incurrence of Indebtedness for
purposes of this Section 3.2. The amount of any Indebtedness outstanding as of
any date shall be (i) the accreted value thereof in the case of any Indebtedness
issued with original issue discount and (ii) the principal amount or liquidation
preference thereof, together with any interest thereon that is more than 30 days
past due, in the case of any other Indebtedness.

                In addition, the Company will not permit any of its Unrestricted
Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified
Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary
becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be
deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such
Indebtedness is not permitted to be Incurred as of such date under this Section
3.2, the Company shall be in Default under this Section 3.2).

                For purposes of determining compliance with any U.S.
dollar-denominated restriction on the Incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in a foreign
currency shall be calculated based on the relevant currency exchange rate in
effect on the date such Indebtedness was Incurred, in the case of term
Indebtedness, or first committed, in the case of revolving credit Indebtedness;
provided that if such Indebtedness is Incurred to refinance other Indebtedness
denominated in a foreign currency, and such refinancing would cause the
applicable U.S. dollar-dominated restriction to be exceeded if calculated at the
relevant currency exchange rate in effect on the date of such refinancing, such
U.S. dollar-dominated restriction shall be deemed not to have been exceeded so
long as the principal amount of such refinancing Indebtedness does not exceed
the principal amount of such Indebtedness being refinanced. Notwithstanding any
other provision of this

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                                                                              61

Section 3.2, the maximum amount of Indebtedness that the Company may Incur
pursuant to this Section 3.2 shall not be deemed to be exceeded solely as a
result of fluctuations in the exchange rate of currencies. The principal amount
of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a
different currency from the Indebtedness being refinanced, shall be calculated
based on the currency exchange rate applicable to the currencies in which such
Refinancing Indebtedness is denominated that is in effect on the date of such
refinancing.

                SECTION 3.3.  Limitation on Restricted Payments. The Company
will not, and will not permit any of its Restricted Subsidiaries, directly or
indirectly, to:

                (1)     declare or pay any dividend or make any distribution on
        or in respect of its Capital Stock (including any payment in connection
        with any merger or consolidation involving the Company or any of its
        Restricted Subsidiaries) except:

                (a)     dividends or distributions payable in Capital Stock of
                        the Company (other than Disqualified Stock) or in
                        options, warrants or other rights to purchase such
                        Capital Stock of the Company; and

                (b)     dividends or distributions payable to the Company or a
                        Restricted Subsidiary (and if such Restricted Subsidiary
                        is not a Wholly-Owned Subsidiary, to its other holders
                        of common Capital Stock on a pro rata basis);

                (2)     purchase, redeem, retire or otherwise acquire for value
        any Capital Stock of the Company or any direct or indirect parent of the
        Company held by Persons other than the Company or a Restricted
        Subsidiary (other than in exchange for Capital Stock of the Company
        (other than Disqualified Stock));

                (3)     purchase, repurchase, redeem, defease or otherwise
        acquire or retire for value, prior to scheduled maturity, scheduled
        repayment or scheduled sinking fund payment, any Subordinated
        Obligations or Guarantor Subordinated Obligations (other than the
        purchase, repurchase, redemption, defeasance or other acquisition or
        retirement of Subordinated Obligations or Guarantor Subordinated
        Obligations purchased in anticipation of satisfying a sinking fund
        obligation, principal installment or final maturity, in each case due
        within one year of the date of purchase, repurchase, redemption,
        defeasance or other acquisition or retirement); or

                (4)     make any Restricted Investment in any Person;

(any such dividend, distribution, purchase, redemption, repurchase, defeasance,
other acquisition, retirement or Restricted Investment referred to in clauses
(1) through (4) shall be referred to herein as a "Restricted Payment"), if at
the time the Company or such Restricted Subsidiary makes such Restricted
Payment:

                (a)     a Default shall have occurred and be continuing (or
                        would result therefrom); or

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                                                                              62

                (b)     the Company is not able to Incur an additional $1.00 of
                        Indebtedness pursuant to Section 3.2(a) after giving
                        effect, on a pro forma basis, to such Restricted
                        Payment; or

                (c)     the aggregate amount of such Restricted Payment and all
                        other Restricted Payments declared or made subsequent to
                        the Issue Date would exceed the sum of:

                        (i)     50% of Consolidated Net Income for the period
                        (treated as one accounting period) from the beginning of
                        the first fiscal quarter commencing after the Issue Date
                        occurs to the end of the most recent fiscal quarter
                        ending prior to the date of such Restricted Payment for
                        which financial statements are in existence (or, in case
                        such Consolidated Net Income is a deficit, minus 100% of
                        such deficit);

                        (ii)    100% of the aggregate Net Cash Proceeds received
                        by the Company from the issue or sale of its Capital
                        Stock (other than Disqualified Stock) or other capital
                        contributions subsequent to the Issue Date (other than
                        Net Cash Proceeds received from an issuance or sale of
                        such Capital Stock to a Subsidiary of the Company or an
                        employee stock ownership plan, option plan or similar
                        trust to the extent such sale to an employee stock
                        ownership plan or similar trust is financed by loans
                        from or Guaranteed by the Company or any Restricted
                        Subsidiary unless such loans have been repaid with cash
                        on or prior to the date of determination);

                        (iii)   the amount by which Indebtedness of the Company
                        or its Restricted Subsidiaries is reduced on the
                        Company's balance sheet upon the conversion or exchange
                        (other than by a Subsidiary of the Company) subsequent
                        to the Issue Date of any Indebtedness of the Company or
                        its Restricted Subsidiaries convertible or exchangeable
                        for Capital Stock (other than Disqualified Stock) of the
                        Company (less the amount of any cash, or the fair market
                        value of any other property, distributed by the Company
                        upon such conversion or exchange); and

                        (iv)    the amount equal to the net reduction in
                        Restricted Investments made by the Company or any of its
                        Restricted Subsidiaries in any Person resulting from:

                        (A)     repurchases or redemptions of such Restricted
                                Investments by such Person, proceeds realized
                                upon the sale of such Restricted Investment to
                                an unaffiliated purchaser, repayments of loans
                                or advances or other transfers of assets
                                (including by way of dividend or distribution)
                                by such Person to the Company or any Restricted
                                Subsidiary; or

                        (B)     the redesignation of Unrestricted Subsidiaries
                                as Restricted Subsidiaries (valued in each case
                                as provided in the definition of

<PAGE>

                                                                              63

                                "Investment") not to exceed, in the case of any
                                Unrestricted Subsidiary, the amount of
                                Investments previously made by the Company or
                                any Restricted Subsidiary in such Unrestricted
                                Subsidiary,

                        which amount in each case under this clause (iv) was
                        included in the calculation of the amount of Restricted
                        Payments; provided, however, that no amount will be
                        included under this clause (iv) to the extent it is
                        already included in Consolidated Net Income.

        The provisions of the preceding paragraph will not prohibit:

                (1)     any purchase, repurchase, redemption, defeasance or
        other acquisition, cancellation or retirement of Capital Stock,
        Disqualified Stock or Subordinated Obligations of the Company or
        Guarantor Subordinated Obligation of any Subsidiary Guarantor made by
        exchange for, or out of the proceeds of the substantially concurrent
        sale of, Capital Stock of the Company (other than Disqualified Stock and
        other than Capital Stock issued or sold to a Subsidiary or an employee
        stock ownership plan or similar trust to the extent such sale to an
        employee stock ownership plan or similar trust is financed by loans from
        or Guaranteed by the Company or any Restricted Subsidiary unless such
        loans have been repaid with cash on or prior to the date of
        determination); provided, however, that (a) such purchase, repurchase,
        redemption, defeasance, acquisition, cancellation or retirement will be
        excluded in subsequent calculations of the amount of Restricted Payments
        and (b) the Net Cash Proceeds from such sale of Capital Stock will be
        excluded from clause (c)(ii) of the preceding paragraph;

                (2)     any purchase, repurchase, redemption, defeasance or
        other acquisition or retirement of Subordinated Obligations of the
        Company or Guarantor Subordinated Obligations of any Subsidiary
        Guarantor made by exchange for, or out of the proceeds of the
        substantially concurrent sale of, Subordinated Obligations of the
        Company or any purchase, repurchase, redemption, defeasance or other
        acquisition or retirement of Guarantor Subordinated Obligations made by
        exchange for or out of the proceeds of the substantially concurrent sale
        of Guarantor Subordinated Obligations that, in each case, is permitted
        to be Incurred pursuant to Section 3.2 and that in each case constitutes
        Refinancing Indebtedness; provided, however, that such purchase,
        repurchase, redemption, defeasance, acquisition or retirement will be
        excluded in subsequent calculations of the amount of Restricted
        Payments;

                (3)     any purchase, repurchase, redemption, defeasance or
        other acquisition or retirement of Disqualified Stock of the Company or
        a Restricted Subsidiary made by exchange for or out of the proceeds of
        the substantially concurrent sale of Disqualified Stock of the Company
        or such Restricted Subsidiary, as the case may be, that, in each case,
        is permitted to be Incurred pursuant to Section 3.2 and that in each
        case constitutes Refinancing Indebtedness; provided, however, that such
        purchase, repurchase, redemption, defeasance, acquisition or retirement
        will be excluded in subsequent calculations of the amount of Restricted
        Payments;

<PAGE>

                                                                              64

                (4)     so long as no Default or Event of Default has occurred
        and is continuing, any purchase or redemption of Subordinated
        Obligations or Guarantor Subordinated Obligations of a Subsidiary
        Guarantor from Net Available Cash to the extent permitted under Section
        3.5 below; provided, however, that such purchase or redemption will be
        excluded in subsequent calculations of the amount of Restricted
        Payments;

                (5)     dividends paid within 60 days after the date of
        declaration if at such date of declaration such dividend would have
        complied with this provision; provided, however, that such dividends
        will be included in subsequent calculations of the amount of Restricted
        Payments;

                (6)     so long as no Default or Event of Default has occurred
        and is continuing,

                (a)     the purchase, redemption or other acquisition,
                        cancellation or retirement for value of Capital Stock,
                        or options, warrants, equity appreciation rights or
                        other rights to purchase or acquire Capital Stock of the
                        Company or any Restricted Subsidiary or any parent of
                        the Company held by any existing or former directors,
                        employees or management of the Company or any Subsidiary
                        of the Company or their assigns, estates or heirs, in
                        each case in connection with the repurchase provisions
                        under employee stock option or stock purchase agreements
                        or other agreements to compensate management employees
                        or directors; provided that such redemptions or
                        repurchases pursuant to this clause will not exceed $1.0
                        million in the aggregate during any calendar year and
                        $3.0 million in the aggregate for all such redemptions
                        and repurchases; provided, however, that such repurchase
                        or redemption will be included in subsequent
                        calculations of the amount of Restricted Payments; and

                (b)     loans or advances to employees or directors of the
                        Company or any Subsidiary of the Company, in each case
                        as permitted by applicable law, the proceeds of which
                        are used to purchase Capital Stock of the Company, in an
                        aggregate amount not in excess of $3.0 million at any
                        one time outstanding; provided, however, that such loans
                        or advances will be included in subsequent calculations
                        of the amount of Restricted Payments;

                (7)     so long as no Default or Event of Default has occurred
        and is continuing, the declaration and payment of dividends to holders
        of any class or series of Disqualified Stock of the Company, issued in
        accordance with the terms of this Indenture to the extent such dividends
        are included in the definition of "Consolidated Interest Expense";
        provided, however, that such dividends will be excluded in subsequent
        calculations of the amount of Restricted Payments;

                (8)     repurchases of Capital Stock deemed to occur upon the
        exercise of stock options, warrants or other convertible securities if
        such Capital Stock represents a portion of the exercise price thereof;
        provided, however, that such repurchases will be excluded in subsequent
        calculations of the amount of Restricted Payments;

<PAGE>

                                                                              65

                (9)     the purchase, repurchase, redemption, defeasance, or
        other acquisition or retirement for value of any Subordinated Obligation
        (i) at a purchase price not greater than 101% of the principal amount of
        such Subordinated Obligation in the event of a Change of Control in
        accordance with provisions similar to Section 3.10 or (ii) at a purchase
        price not greater than 100% of the principal amount thereof in
        accordance with provisions similar to Section 3.5; provided that, prior
        to or simultaneously with such purchase, repurchase, redemption,
        defeasance or other acquisition or retirement, the Company has made the
        Change of Control Offer or Asset Disposition Offer, as applicable, as
        provided in such Section 3.5 or 3.10 with respect to the Securities and
        has completed the repurchase or redemption of all Securities validly
        tendered for payment in connection with such Change of Control Offer or
        Asset Disposition Offer; and

                (10)    Restricted Payments in an amount not to exceed $10.0
        million; provided, however, that such Restricted Payments will be
        included in subsequent calculations of the amount of Restricted
        Payments.

                The amount of all Restricted Payments (other than cash) shall be
the fair market value on the date of such Restricted Payment of the asset(s) or
securities proposed to be paid, transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment.
The fair market value of any cash Restricted Payment shall be its face amount
and any non-cash Restricted Payment shall be determined conclusively by the
Board of Directors of the Company acting in good faith whose resolution with
respect thereto shall be delivered to the Trustee, such determination to be
based upon an opinion or appraisal issued by an accounting, appraisal or
investment banking firm of national standing if such fair market value is
estimated in good faith by the Board of Directors of the Company to exceed $10.0
million. Not later than the date of making any Restricted Payment pursuant to
the first paragraph of this Section 3.3, the Company shall deliver to the
Trustee an Officers' Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by
this Section 3.3 were computed, together with a copy of any fairness opinion or
appraisal required by this Indenture.

                For the avoidance of doubt, neither the VAW-IMCO Redemption
Payment nor the application of such deposit to repay amounts pursuant to the
Redemption Agreement shall constitute a Restricted Payment pursuant to this
Section 3.3.

                SECTION 3.4.  Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company will not, and will not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or consensual restriction on the ability of
any Restricted Subsidiary to:

                (1)     pay dividends or make any other distributions on its
        Capital Stock or pay any Indebtedness or other obligations owed to the
        Company or any Restricted Subsidiary (it being understood that the
        priority of any Preferred Stock in receiving dividends or liquidating
        distributions prior to dividends or liquidating distributions being paid
        on Common Stock shall not be deemed a restriction on the ability to make
        distributions on Capital Stock);

<PAGE>

                                                                              66

                (2)     make any loans or advances to the Company or any
        Restricted Subsidiary (it being understood that the subordination of
        loans or advances made to the Company or any Restricted Subsidiary to
        other Indebtedness Incurred by the Company or any Restricted Subsidiary
        shall not be deemed a restriction on the ability to make loans or
        advances); or

                (3)     transfer any of its property or assets to the Company or
        any Restricted Subsidiary.

                The preceding provisions will not prohibit:

                        (i)     any encumbrance or restriction pursuant to an
                        agreement in effect at or entered into on the date of
                        this Indenture and identified in Schedule 3.4 to this
                        Indenture, including, without limitation, this
                        Indenture, any Qualified Receivables Transaction and the
                        Senior Secured Credit Agreement in effect on such date;

                        (ii)    any encumbrance or restriction with respect to a
                        Restricted Subsidiary pursuant to an agreement relating
                        to any Capital Stock or Indebtedness Incurred by a
                        Restricted Subsidiary on or before the date on which
                        such Restricted Subsidiary was acquired by the Company
                        (other than Capital Stock or Indebtedness Incurred as
                        consideration in, or to provide all or any portion of
                        the funds utilized to consummate, the transaction or
                        series of related transactions pursuant to which such
                        Restricted Subsidiary became a Restricted Subsidiary or
                        was acquired by the Company or a Restricted Subsidiary
                        or in contemplation of the transaction) and outstanding
                        on such date; provided, that any such encumbrance or
                        restriction shall not extend to any assets or property
                        of the Company or any other Restricted Subsidiary other
                        than the assets and property so acquired;

                        (iii)   any encumbrance or restriction with respect to a
                        Restricted Subsidiary pursuant to an agreement effecting
                        a refunding, replacement or refinancing of Indebtedness
                        Incurred pursuant to an agreement referred to in clause
                        (i) or (ii) of this paragraph or this clause (iii) or
                        contained in any amendment to an agreement referred to
                        in clause (i) or (ii) of this paragraph or this clause
                        (iii); provided, however, that the encumbrances and
                        restrictions with respect to such Restricted Subsidiary
                        contained in any such agreement are no less favorable in
                        any material respect to the Holders of the Securities
                        than the encumbrances and restrictions contained in such
                        agreements referred to in clauses (i) or (ii) of this
                        paragraph on the Issue Date or the date such Restricted
                        Subsidiary became a Restricted Subsidiary, whichever is
                        applicable;

                        (iv)    in the case of Section 3.4(3), any encumbrance
                        or restriction:

<PAGE>

                                                                              67

                        (a)     that restricts in a customary manner the
                                subletting, assignment or transfer of any
                                property or asset that is subject to a lease,
                                license or similar contract, or the assignment
                                or transfer of any such lease, license or other
                                contract;

                        (b)     contained in mortgages, deeds of trust, pledges
                                or other security agreements permitted under
                                this Indenture securing Indebtedness of the
                                Company or a Restricted Subsidiary to the extent
                                such encumbrances or restrictions restrict the
                                transfer of the property subject to such
                                mortgages, deeds of trust, pledges or other
                                security agreements; or

                        (c)     pursuant to customary provisions restricting
                                dispositions of real property interests set
                                forth in any reciprocal easement agreements of
                                the Company or any Restricted Subsidiary;

                (v)     (a) purchase money obligations for property acquired in
                the ordinary course of business and (b) Capitalized Lease
                Obligations permitted under this Indenture, in each case, that
                impose encumbrances or restrictions of the nature described in
                Section 3.4(3) on the property so acquired;

                (vi)    any Purchase Money Note or other Indebtedness or
                contractual requirements Incurred with respect to a Qualified
                Receivables Transaction relating exclusively to a Receivables
                Entity that, in the good faith determination of the Board of
                Directors, are necessary to effect such Qualified Receivables
                Transaction;

                (vii)   any restriction with respect to a Restricted Subsidiary
                (or any of its property or assets) imposed pursuant to an
                agreement entered into for the direct or indirect sale or
                disposition of all or substantially all the Capital Stock or
                assets of such Restricted Subsidiary (or the property or assets
                that are subject to such restriction) pending the closing of
                such sale or disposition;

                (viii)  any customary provisions in joint venture agreements
                relating to joint ventures that are not Restricted Subsidiaries
                and other similar agreements entered into in the ordinary course
                of business;

                (ix)    net worth provisions in leases and other agreements
                entered into by the Company or any Restricted Subsidiary in the
                ordinary course of business; and

                (x)     encumbrances or restrictions arising or existing by
                reason of applicable law or any applicable rule, regulation or
                order.

<PAGE>

                                                                              68

                SECTION 3.5.  Limitation on Sales of Assets and Subsidiary
Stock. (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any Asset Disposition of Collateral unless:

                (1)     the Company or such Restricted Subsidiary, as the case
        may be, receives consideration at least equal to the fair market value
        (such fair market value to be determined on the date of contractually
        agreeing to such Asset Disposition), as determined in good faith by the
        Board of Directors (including as to the value of all non-cash
        consideration), of the Collateral subject to such Asset Disposition
        (notwithstanding the foregoing, the consideration received by the
        Company or any of its Restricted Subsidiaries from the sale of the
        Uhrichsville, Ohio facility on terms materially consistent with the
        terms, as in effect as of the Issue Date, set forth in Exhibit G to the
        Supply Agreement by and among Commonwealth Aluminum Corporation, IMCO
        Recycling of Ohio Inc. and IMCO Recycling Inc., dated as of April 1,
        1999, or the sale of the Saginaw, Michigan facility on terms materially
        consistent with the terms, as in effect as of the Issue Date, set forth
        in Exhibit 5 to the Long Term Agreement between General Motors
        Corporation and Alchem Aluminum Inc., dated as of February 26, 1999,
        shall, in each case, be deemed to be fair market value for purposes of
        this paragraph);

                (2)     at least 75% of the consideration from such Asset
        Disposition received by the Company or such Restricted Subsidiary, as
        the case may be, is in the form of cash or Cash Equivalents and 100% of
        the Net Available Cash therefrom is deposited directly by the Company
        into the Collateral Account; and

                (3)     the remaining consideration from such Asset Disposition
        that is not in the form of cash or Cash Equivalents is thereupon with
        its acquisition pledged as Collateral to secure the Securities;
        provided, however, to the extent that the Credit Facility Collateral
        Documents restrict the Company's ability to pledge such other
        consideration as Collateral, the Company shall either pledge other
        property or assets as Collateral having a fair market value, as
        determined in good faith by the Board of Directors, at least equal to
        the fair market value of such other consideration or deposit an amount
        of cash or Cash Equivalents into the Collateral Account having a value
        at least equal to the fair market value of such other consideration
        (which Cash or Cash Equivalents may be withdrawn by the Company from the
        Collateral Account to be invested in Additional Assets in the manner set
        forth under this subsection (a)); provided, further, that prior to such
        pledge, deposit or withdrawal, the Company shall have delivered to the
        Trustee an Officers' Certificate stating, as applicable, that (i) in
        accordance with this clause (3), other property or assets may be pledged
        as Collateral having the fair market value required by said clause, (ii)
        in accordance with this clause (3), cash or Cash Equivalents are to be
        deposited into the Collateral Account having the fair market value
        required by said clause or (iii) funds to be withdrawn from the
        Collateral Account are to be invested in Additional Assets in compliance
        with this clause (3) and that, in the case of clause (i), (ii) or (iii),
        all conditions precedent provided for in this Indenture to such pledge,
        deposit or withdrawal have been complied with.

                Any Net Available Cash deposited into the Collateral Account
from any Asset Dispositions of Collateral, Recovery Events (as described in the
next paragraph), Asset Swaps

<PAGE>

                                                                              69

involving the transfer of Collateral (as described in Section 3.5(d) below) or
prepayments of the Intercompany Note may be withdrawn by the Company to be
invested by the Company in Additional Assets within 360 days from the later of
the date of (x) such Asset Disposition, Recovery Event, Asset Swap or
prepayments and (y) the receipt of such Net Available Cash, which Additional
Assets are thereupon with their acquisition added to the Collateral securing the
Notes; provided, however, to the extent that the Credit Facility Collateral
Documents restrict the Company's ability to pledge such Additional Assets as
Collateral, the Company shall either pledge other property or assets as
Collateral having a fair market value, as determined in good faith by the Board
of Directors, at least equal to the fair market value of such Additional Assets
or deposit an amount of cash or Cash Equivalents into the Collateral Account
having a value at least equal to the fair market value of such Additional
Assets; provided, further, that prior to such investment (and the related
withdrawal from the Collateral Account), pledge or deposit, the Company shall
have delivered to the Trustee an Officers' Certificate stating, as applicable,
that (i) funds to be withdrawn from the Collateral Account are to be invested in
Additional Assets in compliance with this paragraph, (ii) in accordance with
this paragraph, other property or assets may be pledged as Collateral having the
fair market value required by said paragraph or (iii) in accordance with this
paragraph, cash or Cash Equivalents are to be deposited into the Collateral
Account having the fair market value required by said paragraph and that, in the
case of clause (i), (ii) or (iii), all conditions precedent provided for in this
Indenture to such investment, pledge or deposit have been complied with.

                All of the Net Available Cash received by the Company or such
Restricted Subsidiary, as the case may be, from any Recovery Event shall be
deposited directly into the Collateral Account and may be withdrawn by the
Company or such Restricted Subsidiary to be invested in Additional Assets (which
may include performance of a Restoration of the affected Collateral) in
accordance with the preceding paragraph within 360 days from the receipt of such
Net Available Cash.

                Any Net Available Cash from Asset Dispositions of Collateral,
Asset Swaps involving the transfer of Collateral, Recovery Events or prepayments
of the Intercompany Note that are not applied or invested as provided in this
subsection (a) or in accordance with the Collateral Documents will be deemed to
constitute "Excess Collateral Proceeds." On the 361st day after an Asset
Disposition, Asset Swap, Recovery Event or prepayment of the Intercompany Note
pursuant to this subsection (a), if the aggregate amount of Excess Collateral
Proceeds exceeds $5.0 million, the Company will be required to make an offer
("Collateral Disposition Offer") to all holders of Securities to purchase the
maximum principal amount of Securities to which the Collateral Disposition Offer
applies that may be purchased out of the Excess Collateral Proceeds, at an offer
price in cash in an amount equal to 100% of the principal amount of the
Securities plus accrued and unpaid interest to the date of purchase, in
accordance with the procedures set forth in this Indenture in integral multiples
of $1,000. To the extent that the aggregate amount of Securities so validly
tendered and not properly withdrawn pursuant to a Collateral Disposition Offer
is less than the Excess Collateral Proceeds, the Company may use any remaining
Excess Collateral Proceeds for general corporate purposes, free and clear of any
Liens created by the Collateral Documents, subject to other covenants contained
in this Indenture. If the aggregate principal amount of Securities surrendered
by Holders thereof exceeds the amount of Excess Collateral Proceeds, the Trustee
shall select the Securities to be purchased on a pro rata basis on the basis of
the aggregate principal amount of tendered

<PAGE>

                                                                              70

Securities. Upon completion of such Collateral Disposition Offer, the amount of
Excess Collateral Proceeds shall be reset at zero.

                (b) The Company will not, and will not permit any of its
Restricted Subsidiaries to, make any Asset Disposition (other than an Asset
Disposition of Collateral) unless:

                (1)     the Company or such Restricted Subsidiary, as the case
        may be, receives consideration at least equal to the fair market value
        (such fair market value to be determined on the date of contractually
        agreeing to such Asset Disposition), as determined in good faith by the
        Board of Directors (including as to the value of all non-cash
        consideration), of the shares and assets subject to such Asset
        Disposition;

                (2)     at least 75% of the consideration from such Asset
        Disposition received by the Company or such Restricted Subsidiary, as
        the case may be, is in the form of cash or Cash Equivalents; and

                (3)     an amount equal to 100% of the Net Available Cash from
        such Asset Disposition is applied by the Company or such Restricted
        Subsidiary, as the case may be:

                (a)     first, to the extent the Company or any Restricted
                        Subsidiary, as the case may be, elects (or is required
                        by the terms of any Indebtedness), to prepay, repay,
                        purchase, repurchase, redeem, retire, defease or
                        otherwise acquire Indebtedness of the Company (other
                        than any Disqualified Stock or Subordinated Obligations)
                        or Indebtedness of a Wholly-Owned Subsidiary (other than
                        any Disqualified Stock or Guarantor Subordinated
                        Obligations) (in each case other than Indebtedness owed
                        to the Company or an Affiliate of the Company) within
                        360 days from the later of the date of such Asset
                        Disposition or the receipt of such Net Available Cash;
                        provided, however, that, in connection with any
                        prepayment, repayment, purchase, redemption, retirement,
                        defeasance or other acquisition or purchase of
                        Indebtedness pursuant to this clause (a), the Company or
                        such Restricted Subsidiary will retire such Indebtedness
                        and will cause the related commitment (if any) to be
                        permanently reduced in an amount equal to the principal
                        amount so prepaid, repaid, purchased, repurchased,
                        redeemed, retired, defeased or otherwise acquired; and

                (b)     second, to the extent of the balance of such Net
                        Available Cash after application in accordance with
                        clause (a), to the extent the Company or such Restricted
                        Subsidiary elects, to invest in Additional Assets within
                        360 days from the later of the date of such Asset
                        Disposition or the receipt of such Net Available Cash;

        provided that pending the final application of any such Net Available
        Cash in accordance with clause (a) or clause (b) above, the Company and
        its Restricted Subsidiaries may temporarily reduce Indebtedness or
        otherwise invest such Net Available Cash in any manner not prohibited by
        this Indenture.

<PAGE>

                                                                              71

                Any Net Available Cash from Asset Dispositions (other than Asset
Dispositions of Collateral) that are not applied or invested as provided in this
subsection (b) will be deemed to constitute "Excess Proceeds." On the 361st day
after such an Asset Disposition, if the aggregate amount of Excess Proceeds
exceeds $5.0 million, the Company will be required to make an offer ("Asset
Disposition Offer") to all Holders of Securities and to the extent required by
the terms of other Pari Passu Indebtedness, to all holders of other Pari Passu
Indebtedness outstanding with similar provisions requiring the Company to make
an offer to purchase such Pari Passu Indebtedness with the proceeds from any
such Asset Disposition ("Pari Passu Notes"), to purchase the maximum principal
amount of Securities and any such Pari Passu Notes to which the Asset
Disposition Offer applies that may be purchased out of the Excess Proceeds, at
an offer price in cash in an amount equal to 100% of the principal amount of the
Securities and Pari Passu Notes plus accrued and unpaid interest to the date of
purchase, in accordance with the procedures set forth in this Indenture or the
agreements governing the Pari Passu Notes, as applicable, in each case in
integral multiples of $1,000. To the extent that the aggregate amount of
Securities and Pari Passu Notes, if applicable, so validly tendered and not
properly withdrawn pursuant to an Asset Disposition Offer is less than the
Excess Proceeds, the Company may use any remaining Excess Proceeds for general
corporate purposes, subject to other covenants contained in this Indenture. If
the aggregate principal amount of Securities surrendered by Holders thereof and
other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds
the amount of Excess Proceeds, the Excess Proceeds shall be allocated by the
Company among the Securities and the Pari Passu Securities on a pro rata basis
on the basis of the aggregate principal amount of Securities and Pari Passu
Notes that have been tendered and the particular Securities to be purchased
shall be selected by the Trustee on a pro rata basis (with such adjustments as
may be deemed appropriate by the Trustee so that only Securities in
denominations of $1,000 or integral multiples thereof shall be purchased). Upon
completion of such Asset Disposition Offer, the amount of Excess Proceeds shall
be reset at zero.

                (c) The Collateral Disposition Offer or Asset Disposition Offer
will remain open for a period of 20 Business Days following its commencement,
except to the extent that a longer period is required by applicable law (the
"Asset Disposition Offer Period"). No later than five Business Days after the
termination of the Asset Disposition Offer Period (the "Asset Disposition
Purchase Date"), the Company will purchase the principal amount of Securities
and Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the
"Asset Disposition Offer Amount") or, if less than the Asset Disposition Offer
Amount has been so validly tendered, all Securities and Pari Passu Notes, if
applicable, validly tendered in response to the Asset Disposition Offer.

        Upon the commencement of a Collateral Disposition Offer or Asset
Disposition Offer, as applicable, the Company will send, by first class mail, a
notice to the Trustee and each of the Holders of the Securities. The notice will
contain all instructions and materials necessary to enable such Holders to
tender Securities pursuant to the Collateral Disposition Offer or Asset
Disposition Offer, as applicable. The notice, which will govern the terms of the
Collateral Disposition Offer or Asset Disposition Offer, as applicable, will
state:

                (1)     that the Collateral Disposition Offer or Asset
        Disposition Offer is being made pursuant to this Section 3.5 and the
        length of time the Collateral Disposition Offer or Asset Disposition
        Offer will remain open;

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                                                                              72

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

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

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

                (5)     that Holders electing to have a Security purchased
        pursuant to a Collateral Disposition Offer or Asset Disposition Offer,
        as applicable, may elect to have Securities purchased in integral
        multiples of $1,000 only;

                (6)     that Holders electing to have a Security purchased
        pursuant to any Collateral Disposition Offer or Asset Disposition Offer,
        as applicable, will be required to surrender the Security, with the form
        entitled "Option of Holder to Elect Purchase" attached to the Security
        completed, or transfer its interest in such Security by book-entry
        transfer, to the Company or a Paying Agent at the address specified in
        the notice at least three Business Days before the Asset Disposition
        Purchase Date;

                (7)     that Holders will be entitled to withdraw their election
        if the Company or the Paying Agent, as the case may be, receives, not
        later than the expiration of the Asset Disposition Offer Period, a
        telegram, telex, facsimile transmission or letter setting forth the name
        of the Holder, the principal amount of the Security the Holder delivered
        for purchase and a statement that such Holder is withdrawing his
        election to have such Security purchased;

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

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

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

                On or before the Asset Disposition Purchase Date, the Company
will, to the extent lawful, accept for payment, on a pro rata basis to the
extent necessary, the Asset

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                                                                              73

Disposition Offer Amount of Securities and Pari Passu Notes, if applicable, or
portions of Securities and Pari Passu Notes, if applicable, so validly tendered
and not properly withdrawn pursuant to the Asset Disposition Offer, or if less
than the Asset Disposition Offer Amount has been validly tendered and not
properly withdrawn, all Securities and Pari Passu Notes, if applicable, so
validly tendered and not properly withdrawn, in each case in integral multiples
of $1,000. The Company will deliver to the Trustee an Officers' Certificate
stating that such Securities or portions thereof were accepted for payment by
the Company in accordance with the terms of this Section 3.5 and, in addition,
the Company will deliver all certificates and notes required, if any, by the
agreements governing the Pari Passu Notes, if applicable. The Paying Agent or
the Company, as the case may be, will promptly (but in any case not later than
five Business Days after termination of the Asset Disposition Offer Period) mail
or deliver to each tendering Holder of Securities or holder or lender of Pari
Passu Notes, if applicable, as the case may be, an amount equal to the purchase
price of the Securities or Pari Passu Notes, if applicable, so validly tendered
and not properly withdrawn by such holder or lender, if applicable, as the case
may be, and accepted by the Company for purchase, and the Company will promptly
issue a new Security, and the Trustee, upon delivery of an Officers' Certificate
from the Company, will authenticate and mail or deliver such new Security to
such Holder, in a principal amount equal to any unpurchased portion of the
Security surrendered; provided that each such new Security will be in a
principal amount of $1,000 or an integral multiple of $1,000. In addition, the
Company will take any and all other actions required by the agreements governing
the Pari Passu Notes, if applicable. Any Security not so accepted will be
promptly mailed or delivered by the Company to the Holder thereof. The Company
will publicly announce the results of the Asset Disposition Offer or the
Collateral Disposition Offer, as applicable, on the Asset Disposition Purchase
Date.

                For the purposes of this Section 3.5, the following will be
deemed to be cash:

                (1)     the assumption by the transferee of Indebtedness (other
        than Subordinated Obligations or Disqualified Stock) of the Company or
        Indebtedness of a Wholly-Owned Subsidiary (other than Guarantor
        Subordinated Obligations or Disqualified Stock of any Wholly-Owned
        Subsidiary Guarantor) and the release of the Company or such Restricted
        Subsidiary from all liability on such Indebtedness in connection with
        such Asset Disposition (in which case the Company will, without further
        action, be deemed to have applied such deemed cash to Indebtedness in
        accordance with clause (a) or (b) above of this Section 3.5, as
        applicable); and

                (2)     securities, notes or other obligations received by the
        Company or any Restricted Subsidiary from the transferee that are
        promptly converted by the Company or such Restricted Subsidiary into
        cash.

                (d) The Company will not, and will not permit any Restricted
Subsidiary to, engage in any Asset Swaps, unless:

                (1)     at the time of entering into such Asset Swap and
        immediately after giving effect to such Asset Swap, no Default or Event
        of Default shall have occurred and be continuing or would occur as a
        consequence thereof;

<PAGE>

                                                                              74

                (2)     in the event such Asset Swap involves the transfer by
        the Company or any Restricted Subsidiary of assets having an aggregate
        fair market value, as determined by the Board of Directors of the
        Company in good faith for any such transaction, in excess of $5.0
        million, the terms of such Asset Swap have been approved by a majority
        of the members of the Board of Directors of the Company;

                (3)     in the event such Asset Swap involves the transfer by
        the Company or any Restricted Subsidiary of assets having an aggregate
        fair market value, as determined by the Board of Directors of the
        Company in good faith for any such transaction, in excess of $10.0
        million, the Company has received a written opinion from an independent
        investment banking firm of nationally recognized standing that such
        Asset Swap is fair to the Company or such Restricted Subsidiary, as the
        case may be, from a financial point of view; and

                (4)     in the event such Asset Swap involves the transfer by
        the Company or any Restricted Subsidiary of Collateral, (a) any Related
        Business Assets received by the Company or any Restricted Subsidiary
        shall be pledged as Collateral securing the Securities; provided,
        however, to the extent that the Credit Facility Collateral Documents
        restrict the Company's ability to pledge such Related Business Assets as
        Collateral, the Company shall either (i) pledge other property or assets
        as Collateral having a fair market value, as determined in good faith by
        the Board of Directors, at least equal to the fair market value of such
        Related Business Assets or (ii) deposit an amount of cash or Cash
        Equivalents into the Collateral Account having a value at least equal to
        the fair market value of such Related Business Assets (which Cash or
        Cash Equivalents may be withdrawn by the Company or such Restricted
        Subsidiary from the Collateral Account to be invested in Additional
        Assets in the manner set forth under subsection (a) above), and (b) any
        Net Available Cash received by the Company or any Restricted Subsidiary
        shall be deposited directly into the Collateral Account and may be
        withdrawn by the Company or such Restricted Subsidiary to be invested in
        Additional Assets in the manner set forth under subsection (a) above;
        provided, further, that prior to such pledge, deposit, investment or
        withdrawal, the Company shall have delivered to the Trustee an Officers'
        Certificate stating, as applicable, that (i) in accordance with this
        clause (4), other property or assets may be pledged as Collateral having
        the fair market value required by said clause, (ii) in accordance with
        this clause (4), cash or Cash Equivalents are to be deposited into the
        Collateral Account having the fair market value required by said clause
        or (iii) funds to be withdrawn from the Collateral Account are to be
        invested in Additional Assets in compliance with this clause (4) and
        that, in the case of clause (i), (ii) or (iii), all conditions precedent
        provided for in this Indenture to such pledge, deposit, investment or
        withdrawal have been complied with.

                The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
Indenture. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 3.5, the Company will
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Indenture by virtue of any
conflict.

<PAGE>

                                                                              75

                SECTION 3.6.  Limitation on Liens. The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, Incur or suffer to exist any Lien (other than Permitted Liens) upon any
of its property or assets (including Capital Stock of Restricted Subsidiaries),
whether owned on the date of this Indenture or acquired after that date, which
Lien is securing any Indebtedness. Notwithstanding the foregoing, the Company
may Incur or permit the Incurrence of any such Lien with respect to any such
property or assets, other than with respect to the Collateral, if
contemporaneously with the Incurrence of such Liens effective provision is made
to secure the Indebtedness due under the Indenture and the Securities or, in
respect of Liens on any Restricted Subsidiary's property or assets, any
Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or
prior to in the case of Liens with respect to Subordinated Obligations or
Guarantor Subordinated Obligations, as the case may be) the Indebtedness secured
by such Lien for so long as such Indebtedness is so secured.

                SECTION 3.7.  Limitation on Sale/Leaseback Transactions. The
Company will not, and will not permit any of its Restricted Subsidiaries to,
enter into any Sale/Leaseback Transaction unless:

                (1)     the Company or such Restricted Subsidiary, as the case
        may be, receives consideration at the time of such Sale/Leaseback
        Transaction at least equal to the fair market value (as evidenced by a
        resolution of the Board of Directors of the Company) of the property
        subject to such transaction;

                (2)     the Company or such Restricted Subsidiary could have
        Incurred Indebtedness in an amount equal to the Attributable
        Indebtedness in respect of such Sale/Leaseback Transaction pursuant to
        Section 3.2;

                (3)     the Company or such Restricted Subsidiary would be
        permitted to create a Lien on the property subject to such
        Sale/Leaseback Transaction without securing the Securities pursuant to
        Section 3.6; and

                (4)     the Sale/Leaseback Transaction is treated as an Asset
        Disposition and all of the conditions of this Indenture described under
        Section 3.5 (including the provisions concerning the application of Net
        Available Cash) are satisfied with respect to such Sale/Leaseback
        Transaction, treating all of the consideration received in such
        Sale/Leaseback Transaction as Net Available Cash for purposes of such
        Section.

                SECTION 3.8.  Limitation on Affiliate Transactions. The Company
will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into or conduct any transaction (including the purchase, sale,
lease or exchange of any property or the rendering of any service) with any
Affiliate of the Company (an "Affiliate Transaction") unless:

                (1)     the terms of such Affiliate Transaction are no less
        favorable to the Company or such Restricted Subsidiary, as the case may
        be, than those that could be obtained in a comparable transaction at the
        time of such transaction in arm's-length dealings with a Person who is
        not such an Affiliate;

                (2)     in the event such Affiliate Transaction involves an
        aggregate consideration in excess of $5.0 million, the terms of such
        transaction have been approved by a majority of

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                                                                              76

        the members of the Board of Directors of the Company and by a majority
        of the members of such Board having no personal stake in such
        transaction, if any (and such majority or majorities, as the case may
        be, determines that such Affiliate Transaction satisfies the criteria in
        clause (1) above); and

                (3)     in the event such Affiliate Transaction involves an
        aggregate consideration in excess of $10.0 million, the Company has
        received a written opinion from an independent investment banking,
        accounting or appraisal firm of nationally recognized standing that such
        Affiliate Transaction is not materially 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.

                The preceding paragraph will not apply to:

                (1)     any Restricted Payment (other than a Restricted
        Investment) permitted to be made pursuant to Section 3.3;

                (2)     any issuance of securities, or other payments, awards or
        grants in cash, securities or otherwise pursuant to, or the funding of,
        employment agreements and other compensation arrangements, options to
        purchase Capital Stock of the Company, restricted stock plans, long-term
        incentive plans, stock appreciation rights plans, participation plans or
        similar employee benefits plans and/or indemnity provided on behalf of
        officers and employees approved by the Board of Directors;

                (3)     loans or advances to employees, officers or directors in
        the ordinary course of business of the Company or any of its Restricted
        Subsidiaries, in each case only as permitted by applicable law, but in
        any event not to exceed $3.0 million in the aggregate outstanding at any
        one time with respect to all loans or advances made since the Issue
        Date;

                (4)     any transaction between the Company and a Restricted
        Subsidiary (other than a Receivables Entity) or between Restricted
        Subsidiaries (other than a Receivables Entity or Receivables Entities);

                (5)     Guarantees issued by the Company or a Restricted
        Subsidiary for the benefit of the Company or a Restricted Subsidiary, as
        the case may be, in accordance with Section 3.2;

                (6)     the payment of reasonable and customary compensation and
        fees paid to, and indemnity provided on behalf of, officers, directors,
        and employees of the Company or any Restricted Subsidiary;

                (7)     the performance of obligations of the Company or any of
        its Restricted Subsidiaries under the terms of any agreement to which
        the Company or any of its Restricted Subsidiaries is a party as of or on
        the Issue Date and identified on Schedule 3.8 to this Indenture on the
        Issue Date, as these agreements may be amended, modified, supplemented,
        extended or renewed from time to time; provided, however, that any
        future amendment, modification, supplement, extension or renewal entered
        into after the Issue

<PAGE>

                                                                              77

        Date will be permitted to the extent that its terms are not more
        disadvantageous to the Holders of the Securities than the terms of the
        agreements in effect on the Issue Date; and

                (8)     sales or other transfers or dispositions of accounts
        receivable and other related assets customarily transferred in an asset
        securitization transaction involving accounts receivable to a
        Receivables Entity in a Qualified Receivables Transaction, and
        acquisitions of Permitted Investments in connection with a Qualified
        Receivables Transaction.

                SECTION 3.9.  Limitation on Sale of Capital Stock of Restricted
Subsidiaries. The Company will not, and will not permit any Restricted
Subsidiary to, transfer, convey, sell, lease or otherwise dispose of any Voting
Stock of any Restricted Subsidiary or to issue any of the Voting Stock of a
Restricted Subsidiary (other than, if necessary, shares of its Voting Stock
constituting directors' qualifying shares) to any Person except:

                (1)     to the Company or a Wholly-Owned Subsidiary (other than
        a Receivables Entity); or

                (2)     in compliance with Section 3.5 and immediately after
        giving effect to such issuance or sale, such Restricted Subsidiary would
        continue to be a Restricted Subsidiary.

Notwithstanding the preceding paragraph, the Company or any Restricted
Subsidiary may sell all the Voting Stock of a Restricted Subsidiary as long as
the Company complies with the terms of Section 3.5. In that case, such
Restricted Subsidiary, if a Subsidiary Guarantor, will be automatically released
from all its obligations under this Indenture, its Subsidiary Guarantee, the
Registration Rights Agreement and the Collateral Documents and the Liens, if
any, on the Collateral pledged by such Subsidiary Guarantor pursuant to the
Collateral Documents shall be released with respect to the Securities if all the
obligations of such Subsidiary Guarantor under its Subsidiary Guarantee under
the Senior Secured Credit Agreement and related documentation terminate upon
consummation of such sale.

                SECTION 3.10. Change of Control. If a Change of Control occurs,
unless the Company has exercised its right to redeem all of the Securities
pursuant to Section 5.1, each Holder will have the right to require the Company
to repurchase all or any part (equal to $1,000 or an integral multiple thereof)
of such Holder's Securities at a purchase price in cash equal to 101% of the
principal amount of the Securities plus accrued and unpaid interest, if any, to
the date of purchase (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date).

                Within 30 days following any Change of Control, unless the
Company has exercised its right to redeem the Securities pursuant to Section
5.1, the Company will mail a notice (the "Change of Control Offer") to each
Holder, with a copy to the Trustee, stating:

                (1)     that a Change of Control has occurred and that such
        Holder has the right to require the Company to purchase such Holder's
        Securities at a purchase price in cash equal to 101% of the principal
        amount of such Securities plus accrued and unpaid interest, if any, to
        the date of purchase (subject to the right of Holders of record on a

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                                                                              78

        record date to receive interest on the relevant interest payment date)
        (the "Change of Control Payment");

                (2)     the repurchase date (which shall be no earlier than 30
        days nor later than 60 days from the date such notice is mailed) (the
        "Change of Control Payment Date");

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

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

                (5)     that Holders electing to have a Security purchased
        pursuant to a Change of Control Offer may elect to have Securities
        purchased in integral multiples of $1,000 only;

                (6)     that Holders electing to have a Security purchased
        pursuant to any Change of Control Offer will be required to surrender
        the Security, with the form entitled "Option of Holder to Elect
        Purchase" attached to the Security completed, or transfer its interest
        in such Security by book-entry transfer, to the Company or a Paying
        Agent at the address specified in the notice at least three Business
        Days before the Change of Control Payment Date;

                (7)     that Holders will be entitled to withdraw their election
        if the Company or the Paying Agent, as the case may be, receives, by not
        later than the expiration of the Change of Control Offer, a telegram,
        telex, facsimile transmission or letter setting forth the name of the
        Holder, the principal amount of the Security the Holder delivered for
        purchase and a statement that such Holder is withdrawing his election to
        have such Security purchased; and

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

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

                (1)     accept for payment all Securities or portions of
        Securities (in integral multiples of $1,000) properly tendered pursuant
        to the Change of Control Offer;

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

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

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

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                                                                              79

mail (or cause to be transferred by book entry) to each Holder a new Security
equal in principal amount to any unpurchased portion of the Securities
surrendered, if any; provided that each such new Security will be in a principal
amount of $1,000 or an integral multiple thereof.

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

                Prior to mailing a Change of Control Offer, and as a condition
to such mailing (i) the requisite holders of each issue of Indebtedness issued
under an indenture or other agreement that may be violated by such payment shall
have consented to such Change of Control Offer being made and waived the event
of default, if any, caused under such indenture or other agreement by the Change
of Control or (ii) the Company will repay all outstanding Indebtedness issued
under an indenture or other agreement that may be violated by a payment to the
Holders of Securities under a Change of Control Offer or (iii) the Company must
offer to repay all such Indebtedness, and make payment to the holders of such
Indebtedness that accept such offer, and obtain waivers of any event of default
from the remaining holders of such Indebtedness.

                The Company covenants to effect such repayment or obtain such
consent and/or waiver within 30 days following any Change of Control.

                The Company will not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Company and purchases all Securities validly tendered and not
withdrawn under such Change of Control Offer.

                The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
Section 3.10. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Indenture, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations described in this Indenture by virtue of the
conflict.

                SECTION 3.11. SEC Reports. Notwithstanding that the Company may
not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, to the extent permitted by the Exchange Act, the Company will file
with the SEC, and make available to the Trustee and the registered Holders of
the Securities, the annual reports and the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) that are specified in Sections 13 and 15(d) of
the Exchange Act within the time periods specified therein. In the event that
the Company is not permitted to file such reports, documents and information
with the SEC pursuant to the Exchange Act, the Company will nevertheless make
available such Exchange Act information to the Trustee and to the Holders of the
Securities as if the Company were subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act within the time periods specified
therein.

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                                                                              80

                If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph shall include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
to the financial statements and in Management's Discussion and Analysis of
Results of Operations and Financial Condition, of the financial condition and
results of operations of the Company and its Restricted Subsidiaries.

                SECTION 3.12. Future Subsidiary Guarantors. After the Issue
Date, the Company will, within a reasonable time after the creation or
acquisition thereof, cause each Restricted Subsidiary other than a Foreign
Subsidiary or Receivables Entity created or acquired by the Company or one or
more of its Restricted Subsidiaries to execute and deliver to the Trustee (i) a
Subsidiary Guarantee, in the form of a supplemental indenture substantially in
the form of Exhibit C hereto, pursuant to which such Subsidiary Guarantor will
unconditionally Guarantee, on a joint and several basis, the full and prompt
payment of the principal of, premium, if any, and interest on the Securities on
a senior basis and (ii) any additional Collateral Documents to the extent
required by this Indenture or the Collateral Documents.

                SECTION 3.13. Maintenance of Office or Agency. The Company will
maintain an office or agency where the Securities may be presented or
surrendered for payment, where, if applicable, the Securities may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served.
The corporate trust office of the Trustee, which initially shall be located at
JPMorgan Chase Bank, 4 New York Plaza, New York, New York 10004 shall be such
office or agency of the Company, unless the Company shall designate and maintain
some other office or agency for one or more of such purposes. The Company will
give prompt written notice to the Trustee of any change in the location of any
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the corporate trust office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

                The Company may also from time to time designate one or more
other offices or agencies where the Securities may be presented or surrendered
for any or all such purposes and may from time to time rescind any such
designation. The Company will give prompt written notice to the Trustee of any
such designation or rescission and any change in the location of any such other
office or agency.

                SECTION 3.14. Corporate Existence. Except as otherwise provided
in this Article III, Article IV and Section 10.2(b), the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and the corporate, partnership, limited liability
company or other existence of each Restricted Subsidiary and the rights (charter
and statutory), licenses and franchises of the Company and each Restricted
Subsidiary; provided, however, that the Company shall not be required to
preserve any such right, license or franchise or the corporate, partnership,
limited liability company or other existence of any Restricted Subsidiary if the
Board of Directors of the Company shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company

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                                                                              81

and each of its Restricted Subsidiaries, taken as a whole, and that the loss
thereof is not, and will not be, disadvantageous in any material respect to the
Holders.

                SECTION 3.15. Payment of Taxes and Other Claims. The Company
shall pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (i) all material taxes, assessments and governmental charges
levied or imposed upon the Company or any Subsidiary or upon the income, profits
or property of the Company or any Subsidiary and (ii) all lawful claims for
labor, materials and supplies, which, if unpaid, might by law become a material
liability or lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim the amount,
applicability or validity of which is being contested in good faith by
appropriate proceedings and for which appropriate reserves, if necessary (in the
good faith judgment of management of the Company), are being maintained in
accordance with GAAP or where the failure to effect such payment will not be
disadvantageous to the Holders.

                SECTION 3.16. Payments for Consent. Neither the Company nor any
of its Restricted Subsidiaries will, directly or indirectly, pay or cause to be
paid any consideration, whether by way of interest, fees or otherwise, to any
Holder of any Securities for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture, the Securities or
the Collateral Documents unless such consideration is offered to be paid or is
paid to all Holders of the Securities that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or amendment.

                SECTION 3.17. Compliance Certificate. The Company shall deliver
to the Trustee within 120 days after the end of each Fiscal Year of the Company
an Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default or Event of Default and whether or not the signers know
of any Default or Event of Default that occurred during the previous Fiscal
Year. If they do, the certificate shall describe the Default or Event of
Default, its status and the action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with TIA Section 314(a)(4).

                SECTION 3.18. Further Instruments and Acts. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

                SECTION 3.19. Limitation on Lines of Business. The Company will
not, and will not permit any Restricted Subsidiary to, engage in any business
other than a Related Business.

                SECTION 3.20. Statement by Officers as to Default. The Company
shall deliver to the Trustee, as soon as possible and in any event within 10
days after the Company becomes aware of the occurrence of any Event of Default
or an event which, with notice or the lapse of time or both, would constitute an
Event of Default, an Officers' Certificate setting forth the details of such
Event of Default or default, its status and the actions which the Company is
taking or propose to take with respect thereto.

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                                                                              82

                SECTION 3.21. VAW-IMCO Redemption Payment. Upon or immediately
prior to the Issue Date, the Company shall deposit $27,376,000 into the
Collateral Account to repay substantially all amounts owing to Hydro Aluminium
Deutschland GmbH pursuant to the Redemption Agreement. The Company shall cause
VAW-IMCO Guss und Recycling GmbH to repay such redemption liability on or before
that date which is 45 days following the Issue Date. In order to cause such
repayment, the Company shall deliver to the Trustee an Officers' Certificate at
least three Business Days prior to the date such funds are needed, requesting
the Trustee to withdraw the foregoing deposit from the Collateral Account,
stating that such withdrawal is for the purpose of paying the foregoing
redemption liability, requesting the Trustee to transfer the withdrawn funds to
the payee designated in the request, which designation shall include suitable
wire transfer information, and certifying that no Event of Default has occurred
and is continuing.

                                   ARTICLE IV

                                SUCCESSOR COMPANY

                SECTION 4.1.  Merger and Consolidation. The Company will not
consolidate with or merge with or into, or convey, transfer or lease all of or
substantially all of its assets to, any Person, unless:

                (1)     the resulting, surviving or transferee Person (the
        "Successor Company") will be a corporation, organized and existing under
        the laws of the United States of America, any State of the United States
        or the District of Columbia and the Successor Company (if not the
        Company) will expressly assume, by supplemental indenture, executed and
        delivered to the Trustee, in form reasonably satisfactory to the
        Trustee, all the obligations of the Company under the Securities, this
        Indenture, the Registration Rights Agreement and the Collateral
        Documents (as applicable) and shall cause such amendments, supplements
        or other instruments to be executed, filed, and recorded in such
        jurisdictions as may be required by applicable law to preserve and
        protect the Lien on the Collateral owned by or transferred to the
        Successor Company, together with such financing statements as may be
        required to perfect any security interests in such Collateral which may
        be perfected by the filing of a financing statement under the Uniform
        Commercial Code of the relevant states;

                (2)     immediately after giving effect to such transaction (and
        treating any Indebtedness that becomes an obligation of the Successor
        Company or any Subsidiary of the Successor Company as a result of such
        transaction as having been Incurred by the Successor Company or such
        Subsidiary at the time of such transaction), no Default or Event of
        Default shall have occurred and be continuing;

                (3)     immediately after giving effect to such transaction, the
        Successor Company would be able to Incur at least an additional $1.00 of
        Indebtedness pursuant to Section 3.2(a);

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                                                                              83

                (4)     each Subsidiary Guarantor (unless it is the other party
        to the transactions above, in which case clause (1) shall apply) shall
        have by supplemental indenture confirmed that its Subsidiary Guarantee
        shall apply to such Person's obligations in respect of this Indenture
        and the Securities and its obligations under the Registration Rights
        Agreement and Collateral Documents shall continue to be in effect; and

                (5)     the Company shall have delivered to the Trustee an
        Officers' Certificate and an Opinion of Counsel, each stating that such
        consolidation, merger or transfer and such supplemental indenture (if
        any) comply with this Indenture.

                For purposes of this Section 4.1, the sale, lease, conveyance,
assignment, transfer, or other disposition of all or substantially all of the
properties and assets of one or more Subsidiaries of the Company, in a single or
a series of related transactions, which properties and assets, if held by the
Company instead of such Subsidiaries, would constitute all or substantially all
of the properties and assets of the Company on a consolidated basis, shall be
deemed to be the transfer of all or substantially all of the properties and
assets of the Company.

                The Successor Company will succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture and
the Collateral Documents, but, in the case of a lease of all or substantially
all of its assets, the predecessor Company will not be released from the
obligation to pay the principal of and interest on the Securities.

                Any Restricted Subsidiary may consolidate with, merge into or
transfer all or part of its properties and assets to the Company and the Company
may merge with an Affiliate incorporated solely for the purpose of
reincorporating the Company in another jurisdiction without having to comply
with clause (3); and, in the case of a Restricted Subsidiary that merges into
the Company, the Company will not be required to comply with the preceding
clause (5).

                                   ARTICLE V

                            REDEMPTION OF SECURITIES

                SECTION 5.1.  Redemption. The Securities may be redeemed, as a
whole or from time to time in part, subject to the conditions and at the
redemption prices specified in paragraph 5 of the form of Securities set forth
in Exhibit A and Exhibit B hereto, which are hereby incorporated by reference
and made a part of this Indenture, together with accrued and unpaid interest to
the Redemption Date.

                SECTION 5.2.  Applicability of Article. Redemption of Securities
at the election of the Company or otherwise, as permitted or required by any
provision of this Indenture, shall be made in accordance with such provision and
this Article.

                SECTION 5.3.  Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Securities pursuant to Section 5.1 shall
be evidenced by a Board Resolution of the Company. In case of any redemption at
the election of the Company, the Company shall, upon not later than 45 days
prior to the Redemption Date fixed by the Company

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                                                                              84

(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities to be
redeemed and shall deliver to the Trustee such documentation and records as
shall enable the Trustee to select the Securities to be redeemed pursuant to
Section 5.4. Any such notice may be cancelled at any time prior to notice of
such redemption being mailed to any Holder and shall thereby be void and of no
effect.

                SECTION 5.4.  Selection by Trustee of Securities to Be Redeemed.
If less than all the Securities are to be redeemed at any time pursuant to an
optional redemption, the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
outstanding Securities not previously called for redemption, in compliance with
the requirements, as set forth in an Officers' Certificate delivered by the
Company to the Trustee, of the principal securities exchange, if any, on which
such Securities are listed, or, if such Securities are not so listed, on a pro
rata basis among the Securities, by lot or by such other method as the Trustee
shall deem fair and appropriate (and in such manner as complies with applicable
legal requirements) and which may provide for the selection for redemption of
portions of the principal of the Securities in denominations of $1,000 or
integral multiples thereof; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Security not redeemed to
less than $1,000.

                The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the method it has chosen for the selection of Securities
and the principal amount thereof to be redeemed.

                For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Securities shall relate, in
the case of any Security redeemed or to be redeemed only in part, to the portion
of the principal amount of such Security which has been or is to be redeemed.

                SECTION 5.5.  Notice of Redemption. Notice of redemption shall
be given in the manner provided for in Section 12.2 not less than 30 nor more
than 60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed. At the Company's request, the Trustee shall give notice of redemption
in the Company's name and at the Company's expense; provided, however, that the
Company shall deliver to the Trustee, at least 45 days prior to the Redemption
Date, an Officers' Certificate requesting that the Trustee give such notice at
the Company's expense and setting forth the information to be stated in such
notice as provided in the following items.

                All notices of redemption shall state:

                (1)     the Redemption Date,

                (2)     the redemption price and the amount of accrued interest
        to the Redemption Date payable as provided in Section 5.7, if any,

                (3)     if less than all outstanding Securities are to be
        redeemed, the identification of the particular Securities (or portion
        thereof) to be redeemed, as well as the aggregate

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                                                                              85

        principal amount of Securities to be redeemed and the aggregate
        principal amount of Securities to be outstanding after such partial
        redemption,

                (4)     in case any Security is to be redeemed in part only, the
        notice which relates to such Security shall state that on and after the
        Redemption Date, upon surrender of such Security, the Holder will
        receive, without charge, a new Security or Securities of authorized
        denominations for the principal amount thereof remaining unredeemed,

                (5)     that on the Redemption Date the redemption price (and
        accrued interest, if any, to the Redemption Date payable as provided in
        Section 5.7) will become due and payable upon each such Security, or the
        portion thereof, to be redeemed, and, unless the Company defaults in
        making the redemption payment, that interest on Securities called for
        redemption (or the portion thereof) will cease to accrue on and after
        said date,

                (6)     the place or places where such Securities are to be
        surrendered for payment of the redemption price and accrued interest, if
        any,

                (7)     the name and address of the Paying Agent,

                (8)     that Securities called for redemption must be
        surrendered to the Paying Agent to collect the redemption price,

                (9)     the CUSIP, Common Code and ISIN numbers, if applicable,
        and that no representation is made as to the accuracy or correctness of
        the CUSIP, Common Code and ISIN numbers, if applicable, if any, listed
        in such notice or printed on the Securities, and

                (10)    the paragraph of the Securities pursuant to which the
        Securities are to be redeemed.

                SECTION 5.6.  Deposit of Redemption Price. Prior to 10:00 a.m.,
New York City time, on any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company or any of the Company's
Subsidiaries is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 2.4) an amount of money sufficient to pay the redemption
price of, and accrued interest on, all the Securities which are to be redeemed
on that date, other than Securities or portions of Securities called for
redemption that are beneficially owned by the Company and have been delivered by
the Company to the Trustee for cancellation.

                SECTION 5.7.  Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities or portions of
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the redemption price therein specified (together with accrued
interest, if any, to the Redemption Date), and from and after such date (unless
the Company shall default in the payment of the redemption price and accrued
interest) such Securities shall cease to bear interest and the only right of the
Holders thereof will be to receive payment of the redemption price and, subject
to the next sentence, unpaid interest on such Securities to the Redemption Date.
Upon surrender of any such Security for redemption in

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                                                                              86

accordance with said notice, such Security shall be paid by the Company at the
redemption price, together with accrued interest, if any, to the Redemption
Date.

                If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the unpaid principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate borne by
the Securities.

                SECTION 5.8.  Securities Redeemed in Part. Any Security which is
to be redeemed only in part (pursuant to the provisions of this Article) shall
be surrendered at the office or agency of the Company maintained for such
purpose pursuant to Section 3.13 (with, if the Company or the Trustee so
require, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or such Holder's attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and make available for delivery to
the Holder of such Security at the expense of the Company, a new Security or
Securities, of any authorized denomination as requested by such Holder, in an
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered, provided, that each such new
Security will be in a principal amount of $1,000 or integral multiple thereof.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

                SECTION 6.1.  Events of Default. Each of the following is an
"Event of Default":

                (1)     default in any payment of interest or additional
        interest, (as required by the Registration Rights Agreement) on any
        Security when the same becomes due and payable, and such default
        continues for a period of 30 days;

                (2)     default in the payment of principal of or premium, if
        any, on any Security when the same becomes due and payable at its Stated
        Maturity, upon optional redemption, upon required repurchase, upon
        declaration or otherwise;

                (3)     failure by the Company or any Subsidiary Guarantor to
        comply with its obligations under Article IV or Section 10.2;

                (4)     failure by the Company to comply with any of its
        obligations under Section 3.2, Section 3.3, Section 3.4, Section 3.5,
        Section 3.6, Section 3.7, Section 3.8, Section 3.9, Section 3.10,
        Section 3.11, Section 3.12, Section 3.16, Section 3.19 or Section 3.21
        (in each case, other than a failure to purchase Securities when required
        under this Indenture, which failure shall constitute an Event of Default
        under Section 6.1(2)) and such failure continues for 30 days after the
        notice specified below;

                (5)     failure by the Company to comply with any of its other
        agreements contained in this Indenture, the Collateral Documents or
        under the Securities (other than those

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                                                                              87

        referred to in (1), (2), (3) or (4) above) or failure by VAW-IMCO Guss
        und Recycling GmbH to comply with its agreements contained in the
        Intercompany Note, and such default continues for 60 days after the
        notice specified below;

                (6)     default under any mortgage, indenture or instrument
        under which there may be issued or by which there may be secured or
        evidenced any Indebtedness for money borrowed by the Company or any of
        its Restricted Subsidiaries (or the payment of which is guaranteed by
        the Company or any of its Restricted Subsidiaries), other than
        Indebtedness owed to the Company or a Restricted Subsidiary, whether
        such Indebtedness or guarantee now exists, or is created after the date
        of this Indenture, which default:

                (a)     is caused by a failure to pay any Indebtedness at
                        maturity prior to the expiration of the grace period
                        provided in such Indebtedness ("Payment Default") or

                (b)     results in the acceleration of such Indebtedness prior
                        to its final maturity (the "cross acceleration
                        provision");

        and, in each case, the principal amount of any such Indebtedness,
        together with the principal amount of any other such Indebtedness under
        which there has been a Payment Default or the maturity of which has been
        so accelerated, aggregates $10.0 million or more;

                (7)     the Company or a Significant Subsidiary or group of
        Restricted Subsidiaries that, taken together (as of the latest audited
        consolidated financial statements for the Company and its Restricted
        Subsidiaries), would constitute a Significant Subsidiary pursuant to or
        within the meaning of any Bankruptcy Law:

                (a)     commences a voluntary case or proceeding;

                (b)     consents to the entry of judgment, decree or order for
                        relief against it in an involuntary case or proceeding;

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

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

                (e)     consents to or acquiesces in the institution of a
                        bankruptcy or an insolvency proceeding against it;

                (f)     takes any corporate action to authorize or effect any of
                        the foregoing; or

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

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                                                                              88

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

                (a)     is for relief in an involuntary case against the Company
                        or a Significant Subsidiary or group of Restricted
                        Subsidiaries that, taken together (as of the latest
                        audited consolidated financial statements for the
                        Company and its Restricted Subsidiaries), would
                        constitute a Significant Subsidiary pursuant to or
                        within the meaning of any Bankruptcy Law;

                (b)     appoints a Custodian for all or substantially all of the
                        property of the Company or a Significant Subsidiary or
                        group of Restricted Subsidiaries that, taken together
                        (as of the latest audited consolidated financial
                        statements for the Company and its Restricted
                        Subsidiaries), would constitute a Significant Subsidiary
                        pursuant to or within the meaning of any Bankruptcy Law;
                        or

                (c)     orders the winding up or liquidation of the Company or a
                        Significant Subsidiary or group of Restricted
                        Subsidiaries that, taken together (as of the latest
                        audited consolidated financial statements for the
                        Company and its Restricted Subsidiaries), would
                        constitute a Significant Subsidiary pursuant to or
                        within the meaning of any Bankruptcy Law; and

                (d)     in each case the order, decree or relief remains
                        unstayed and in effect for 90 days;

                (9)     failure by the Company or any Significant Subsidiary or
        group of Restricted Subsidiaries that, taken together (as of the latest
        audited consolidated financial statements for the Company and its
        Restricted Subsidiaries), would constitute a Significant Subsidiary to
        pay final judgments aggregating in excess of $10.0 million (net of any
        amounts that a reputable and creditworthy insurance company has
        acknowledged liability for in writing), which judgments are not paid,
        discharged, waived or stayed for a period of 60 days (the "judgment
        default provision");

                (10)    any Subsidiary Guarantee ceases to be in full force and
        effect (except as contemplated by the terms of this Indenture) or is
        declared null and void in a judicial proceeding or any Subsidiary
        Guarantor denies or disaffirms its obligations under this Indenture or
        its Subsidiary Guarantee; or

                (11)    with respect to any Collateral having a fair market
        value in excess of $10.0 million, individually or in the aggregate, (A)
        the security interest under the Collateral Documents, at any time,
        ceases to be in full force and effect for any reason other than in
        accordance with their terms and the terms of this Indenture and other
        than the satisfaction in full of all obligations under this Indenture
        and discharge of this Indenture, (B) any security interest created
        thereunder or under this Indenture is declared invalid or unenforceable,
        or (C) the Company or any Subsidiary Guarantor asserts, in any pleading
        in any court of competent jurisdiction, that any such security interest
        is invalid or unenforceable.

<PAGE>

                                                                              89

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

                Notwithstanding the foregoing, a Default under clauses (4) or
(5) of this Section 6.1 will not constitute an Event of Default until the
Trustee or the Holders of 25% or more in principal amount of the outstanding
Securities notify the Company of the Default (and the Trustee in case of a
notice from Holders), in writing, which notice shall specify that it constitutes
a notice of Default, and the Company does not cure such Default within the time
specified in clauses (4) or (5) of this Section 6.1 after receipt of such
notice.

                The Company shall deliver to the Trustee, within 10 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of any Default or Event of Default under clauses (3), (4), (5), (6), (7), (8),
(9), (10) or (11) of this Section 6.1, which such notice shall contain the
status thereof and a description of the action being taken or proposed to be
taken by the Company in respect thereof.

                In the case of any Event of Default occurring by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Securities
pursuant to the optional redemption provisions of this Indenture or were
required to repurchase the Securities, an equivalent premium shall also become
and be immediately due and payable to the extent permitted by law upon the
acceleration of the Securities. If an Event of Default occurs prior to October
15, 2007 by reason of any willful action (or inaction) taken (or not taken) by
or on behalf of the Company with the intention of avoiding the prohibition on
redemption of the Securities prior to October 15, 2007, the premium specified in
this Indenture as of the earliest optional redemption date shall also become
immediately due and payable to the extent permitted by law upon the acceleration
of the Securities.

                SECTION 6.2.  Acceleration. If an Event of Default (other than
an Event of Default described in clause (7) or (8) of Section 6.1) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in principal amount of the outstanding Securities by notice to the Company and
the Trustee, may, and the Trustee at the request of such Holders shall, declare
the principal of, premium, if any, and accrued and unpaid interest, if any, on
all the Securities to be due and payable. Upon such a declaration, such
principal, premium and accrued and unpaid interest shall be due and payable
immediately.

                In the event of a declaration of acceleration of the Securities
because an Event of Default described in clause (6) of Section 6.1 has occurred
and is continuing, the declaration of acceleration of the Securities shall be
automatically annulled if the event of default or payment default triggering
such Event of Default pursuant to clause (6) shall be remedied or cured by the
Company or a Restricted Subsidiary or waived by the holders of the relevant
Indebtedness within 20 days after the declaration of acceleration with respect
thereto and if (1) the annulment of the acceleration of the Securities would not
conflict with any judgment or decree of a court of competent jurisdiction and
(2) all existing Events of Default, except nonpayment of principal,

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                                                                              90

premium or interest on the Securities that became due solely because of the
acceleration of the Securities, have been cured or waived.

                If an Event of Default described in clause (7) or (8) of Section
6.1 occurs and is continuing, the principal of, premium, if any, and accrued and
unpaid interest on all the Securities will become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holders.

                SECTION 6.3.  Other Remedies. If an Event of Default occurs and
is continuing, the Trustee may pursue any available remedy by proceeding at law
or in equity to collect the payment of principal of (or premium, if any) or
interest on the Securities or to enforce the performance of any provision of the
Securities, this Indenture or the Collateral Documents.

                The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

                SECTION 6.4.  Waiver of Past Defaults. The Holders of a majority
in principal amount of the outstanding Securities by notice to the Trustee (with
a copy to the Company, but the applicable waiver or recission shall be effective
when the notice is given to the Trustee) may (a) waive, by their consent
(including, without limitation consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Securities), an existing Default or
Event of Default and its consequences except (i) a Default or Event of Default
in the payment of the principal of, or premium, if any, or interest on a
Security or (ii) a Default or Event of Default in respect of a provision that
under Section 9.2 cannot be amended without the consent of each Securityholder
affected and (b) rescind any acceleration with respect to the Securities and its
consequences if (1) such rescission would not conflict with any judgment or
decree of a court of competent jurisdiction and (2) all existing Events of
Default, other than the nonpayment of the principal of, premium, if any, and
interest on the Securities that have become due solely by such declaration of
acceleration, have been cured or waived. When a Default or Event of Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any consequent right.

                SECTION 6.5.  Control by Majority. The Holders of a majority in
principal amount of the outstanding Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or the
Collateral Documents or, subject to Sections 7.1 and 7.2, that the Trustee
determines is unduly prejudicial to the rights of other Securityholders or would
involve the Trustee in personal liability; provided, however, that the Trustee
may take any other action deemed proper by the Trustee that is not inconsistent
with such direction. Prior to taking any such action hereunder, the Trustee
shall be entitled to indemnification satisfactory to it in its sole discretion
against all losses and expenses (including the fees and expenses of its counsel)
caused by taking or not taking such action.

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                                                                              91

                SECTION 6.6.  Limitation on Suits. Subject to Section 6.7, a
Securityholder may not pursue any remedy with respect to this Indenture or the
Securities unless:

                (1)     such Holder has previously given to the Trustee written
        notice stating that an Event of Default is continuing;

                (2)     Holders of at least 25% in principal amount of the
        outstanding Securities have requested that the Trustee to pursue the
        remedy;

                (3)     such Holders have offered to the Trustee reasonable
        security or indemnity against any loss, liability or expense;

                (4)     the Trustee has not complied with such request within 60
        days after receipt of the request and the offer of security or
        indemnity; and

                (5)     the Holders of a majority in principal amount of the
        outstanding Securities have not given the Trustee a direction that, in
        the opinion of the Trustee, is inconsistent with such request during
        such 60-day period.

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

                SECTION 6.7.  Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture (including, without
limitation, Section 6.6), the right of any Holder to receive payment of
principal of, premium (if any) or interest on the Securities held by such
Holder, on or after the respective due dates expressed or provided for in the
Securities, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder.

                SECTION 6.8.  Collection Suit by Trustee. If an Event of Default
specified in clauses (1) or (2) of Section 6.1 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 7.7.

                SECTION 6.9.  Trustee May File Proofs of Claim. The Trustee may
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Securityholders allowed in any judicial
proceedings relative to the Company, its Subsidiaries or its or their respective
creditors or properties and, unless prohibited by law or applicable regulations,
may be entitled and empowered to participate as a member of any official
committee of creditors appointed in such matter and may vote on behalf of the
Holders in any election of a trustee in bankruptcy or other Person performing
similar functions, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make 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 it for the reasonable
compensation, expenses, disbursements

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                                                                              92

and advances of the Trustee, its agents and its counsel, and any other amounts
due the Trustee under Section 7.7.

                No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

                SECTION 6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article VI, or pursuant to the foreclosure or other
remedial provisions contained in the Collateral Documents (including any money
or property deposited into the Collateral Account in connection therewith), it
shall pay out the money or property in the following order:

                FIRST: to the Trustee for amounts due to it under Section 7.7 or
        under the Collateral Documents;

                SECOND: to any receiver for any amounts due under the Collateral
        Documents;

                THIRD: to Securityholders for amounts due and unpaid on the
        Securities for principal, premium, if any, and interest, ratably,
        without preference or priority of any kind, according to the amounts due
        and payable on the Securities for principal, premium, if any, and
        interest, respectively; and

                FOURTH: to the Company or, to the extent the Trustee collects
        any amount for any Subsidiary Guarantor, to such Subsidiary Guarantor.

                The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section. At least 15 days before
such record date, the Company shall mail to each Securityholder and the Trustee
a notice that states the record date, the payment date and amount to be paid.

                SECTION 6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by the Company, a suit by a Holder pursuant to
Section 6.7 or a suit by Holders of more than 10% in outstanding principal
amount of the Securities.

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                                                                              93

                                   ARTICLE VII

                                     TRUSTEE

                SECTION 7.1.  Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such person's own affairs; provided that the Trustee will be
under no obligation to exercise any of the rights or powers under this Indenture
or the Collateral Documents at the request or direction of any of the Holders
unless such Holders have offered the Trustee reasonable indemnity or security
against loss, liability or expense (including counsel fees and expenses).

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

                (1)     the Trustee undertakes to perform such duties and only
        such duties as are specifically set forth in this Indenture and no
        implied covenants or obligations shall be read into this Indenture
        against the Trustee; and

                (2)     in the absence of bad faith on its part, the Trustee may
        conclusively rely, as to the truth of the statements and the correctness
        of the opinions expressed therein, upon certificates, opinions or orders
        furnished to the Trustee and conforming to the requirements of this
        Indenture or the Collateral Documents. However, in the case of any such
        certificates or opinions which by any provisions hereof are specifically
        required to be furnished to the Trustee, the Trustee shall examine such
        certificates and opinions to determine whether or not they conform to
        the requirements of this Indenture or the Collateral Documents, as the
        case may be (but need not confirm or investigate the accuracy of
        mathematical calculations or other facts stated therein).

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

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

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

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

                (4)     No provision of this Indenture or the Collateral
        Documents shall require the Trustee to expend or risk its own funds or
        otherwise incur financial liability in the performance of any of its
        duties hereunder or thereunder or in the exercise of any of its rights
        or powers, if it shall have reasonable grounds to believe that repayment
        of such funds or adequate indemnity against such risk or liability is
        not reasonably assured to it.

<PAGE>

                                                                              94

                (d) Every provision of this Indenture that in any way relates to
the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

                (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

                (f) Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law, the Collateral Documents
or by Section 11.5.

                (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

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

                SECTION 7.2.  Rights of Trustee. Subject to Section 7.1:

                (a) The Trustee may conclusively rely on any document (whether
in its original or facsimile form) reasonably 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. The Trustee shall receive
and retain financial reports and statements of the Company as provided herein,
but shall have no duty to review or analyze such reports or statements to
determine compliance with covenants or other obligations of the Company.

                (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate and/or an Opinion of Counsel. The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance
on an Officers' Certificate or Opinion of Counsel.

                (c) The Trustee may act through its attorneys and agents and
shall not be responsible for the misconduct or negligence of any agent appointed
with due care.

                (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers, unless the Trustee's conduct constitutes willful misconduct or
negligence.

                (e) The Trustee may consult with counsel of its selection, and
the advice or opinion of counsel with respect to legal matters relating to this
Indenture, the Collateral Documents or the Securities shall be full and complete
authorization and protection from liability in respect of any action taken,
omitted or suffered by it hereunder or under the Collateral Documents in good
faith and in accordance with the advice or opinion of such counsel.

                (f) The Trustee shall not be deemed to have notice of any
Default or Event of Default or whether any entity or group of entities
constitutes a Significant Subsidiary unless a Trust Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default or of any such Significant Subsidiary is received by the Trustee
at

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                                                                              95

the corporate trust office of the Trustee specified in Section 12.2, and such
notice references the Securities and this Indenture.

                (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 to each agent, custodian and other Person
employed to act hereunder.

                (h) The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture or the Collateral Documents
at the request, order or direction of any of the Holders pursuant to the
provisions of this Indenture, unless such Holders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses (including
reasonable attorney's fee and expenses) and liabilities which may be incurred
therein or thereby.

                (i) The Trustee shall not be deemed to have knowledge of any
fact or matter unless such fact or matter is known to a Trust Officer of the
Trustee.

                (j) Whenever in the administration of this Indenture or the
Collateral Documents the Trustee shall deem it desirable that a matter be proved
or established prior to taking, suffering or omitting any action hereunder or
thereunder, the Trustee (unless other evidence be herein specifically
prescribed) may request, and in the absence of bad faith or willful misconduct
on its part, rely upon an Officers' Certificate.

                SECTION 7.3.  Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company, Subsidiary Guarantors or their
Affiliates with the same rights it would have if it were not Trustee. Any Paying
Agent, Registrar, co-registrar or co-paying agent may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11. In
addition, the Trustee shall be permitted to engage in transactions with the
Company; provided, however, that if the Trustee acquires any conflicting
interest under the TIA the Trustee must (i) eliminate such conflict within 90
days of acquiring such conflicting interest, (ii) apply to the SEC for
permission to continue acting as Trustee or (iii) resign.

                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, the Collateral Documents, the Securities, shall not be
accountable for the Company's use of the proceeds from the sale of the
Securities, shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee or any money paid to the
Company pursuant to the terms of this Indenture and shall not be responsible for
any statement of the Company in this Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication.

                SECTION 7.5.  Notice of Defaults. If a Default or Event of
Default occurs and is continuing and if a Trust Officer has actual knowledge
thereof, the Trustee shall mail by first class mail to each Securityholder at
the address set forth in the Securities Register notice of the Default or Event
of Default within 90 days after it is actually known to a Trust Officer. Except
in

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                                                                              96

the case of a Default or Event of Default in payment of principal of, premium
(if any), or interest on any Security (including payments pursuant to the
optional redemption or required repurchase provisions of such Security, if any),
the Trustee may withhold the notice if and so long as its board of directors, a
committee of its board of directors or a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of
Securityholders.

                SECTION 7.6.  Reports by Trustee to Holders. Within 60 days
after each September 15 beginning September 15, 2004, the Trustee shall mail to
each Securityholder a brief report dated as of such September 15 that complies
with TIA Section 313(a) if and to the extent required thereby. The Trustee also
shall comply with TIA Section 313(b) and TIA Section 313(c).

                A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange (if any) on
which the Securities are listed. The Company agrees to notify promptly the
Trustee whenever the Securities become listed on any stock exchange and of any
delisting thereof and the Trustee shall comply with TIA Section 313(d).

                SECTION 7.7.  Compensation and Indemnity. The Company shall pay
to the Trustee from time to time reasonable compensation for its services
hereunder and under the Collateral Documents as the Company and the Trustee
shall from time to time agree in writing. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection,
costs of preparing and reviewing reports, certificates and other documents,
costs of preparation and mailing of notices to Securityholders and reasonable
costs of counsel retained by the Trustee in connection with the delivery of an
Opinion of Counsel or otherwise, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company shall indemnify the Trustee against any and all loss,
liability, damages, claims or expense (including reasonable attorneys' fees and
expenses) incurred by it without willful misconduct, negligence or bad faith on
its part in connection with the administration of this trust and the performance
of its duties hereunder and under the Collateral Documents, including the costs
and expenses of enforcing this Indenture (including this Section 7.7) and the
Collateral Documents and of defending itself against any claims (whether
asserted by any Securityholder, the Company or otherwise). The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend the claim and the Trustee
shall provide reasonable cooperation at the Company's expense in the defense.
The Trustee may have separate counsel and the Company shall pay the fees and
expenses of such counsel, provided that the Company shall not be required to pay
such fees and expenses if they assume the Trustee's defense, and, in the
reasonable judgment of outside counsel to the Trustee, there is no conflict of
interest between the Company and the Trustee in connection with such defense.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee other than money or property held in trust to
pay principal of and interest on particular Securities. Such lien shall survive
the satisfaction and discharge of this Indenture. The Trustee's right to

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                                                                              97

receive payment of any amounts due under this Section 7.7 shall not be
subordinate to any other liability or Indebtedness of the Company.

                The Company's payment obligations pursuant to this Section
shall survive the discharge of this Indenture. Without prejudice to any other
rights available to the Trustee under applicable law, when the Trustee incurs
expenses after the occurrence of a Default specified in clause (7) or clause (8)
of Section 6.1, the expenses are intended to constitute expenses of
administration under any Bankruptcy Law.

                SECTION 7.8.  Replacement of Trustee. The Trustee may resign at
any time by so notifying the Company in writing. The Holders of a majority in
principal amount of the Securities may remove the Trustee by so notifying the
removed Trustee in writing and may appoint a successor Trustee with the
Company's written consent, which consent will not be unreasonably withheld. The
Company shall remove the Trustee if:

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

                (2) the Trustee is adjudged bankrupt or insolvent;

                (3) a receiver or other public officer takes charge of the
        Trustee or its property; or

                (4) the Trustee otherwise becomes incapable of acting.

                If the Trustee resigns or is removed by the Company or by the
Holders of a majority in principal amount of the Securities and such Holders do
not reasonably promptly appoint a successor Trustee as described in the
preceding paragraph, or if a vacancy exists in the office of the Trustee for any
reason (the Trustee in such event being referred to herein as the retiring
Trustee), the Company shall promptly appoint a successor Trustee.

                A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.7.

                If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee or the Holders
of at least 10% in principal amount of the Securities may petition, at the
Company's expense, any court of competent jurisdiction for the appointment of a
successor Trustee.

                If the Trustee fails to comply with Section 7.10, unless the
Trustee's duty to resign is stayed as provided in TIA Section 310(b), any
Securityholder, who has been a bona fide holder of a Security for at least six
months, may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

                Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 7.7 shall continue for the
benefit of the retiring Trustee.

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                                                                              98

                SECTION 7.9.  Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

                In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture, any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; provided that the right to adopt the certificate of
authentication of any predecessor Trustee or authenticate Securities in the name
of any predecessor Trustee shall only apply to its successor or successors by
merger, consolidation or conversion.

                SECTION 7.10. Eligibility; Disqualification. This Indenture
shall always have a Trustee that satisfies the requirements of TIA Section
310(a)(1), (2) and (5) in every respect. The Trustee shall have a combined
capital and surplus of at least $100 million as set forth in its most recent
published annual report of condition. The Trustee shall comply with TIA Section
310(b); provided, however, that there shall be excluded from the operation of
TIA Section 310(b)(1) any indenture or indentures under which other securities
or certificates of interest or participation in other securities of the Company
are outstanding if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met. For purposes of the proviso to TIA Section 310(b)(1), the
following indentures (as each shall be amended and/or restated from time to
time) shall be excluded: Trust Indenture, dated as of May 1, 1996, between City
of Morgantown, Kentucky, as issuer, and Texas Commerce Bank National Association
(JPMorgan Chase Bank, successor by merger), as trustee, paying agent and bond
registrar, the bonds outstanding thereunder being supported by payments received
from the Company under the Loan Agreement, dated as of May 1, 1996, between the
City of Morgantown, Kentucky and IMCO Recycling Inc.; Trust Indenture, dated as
of April 15, 1997, between City of Morgantown, Kentucky, as issuer, and Texas
Commerce Bank National Association (JPMorgan Chase Bank, successor by merger),
as trustee, paying agent and bond registrar, the bonds outstanding thereunder
being supported by payments received from the Company under the Loan Agreement,
dated as of April 15, 1997, between the City of Morgantown, Kentucky and IMCO
Recycling Inc.; and Trust Indenture, dated as of June 15, 1998, between City of
Morgantown, Kentucky, as issuer, and Chase Bank of Texas, National Association
(JPMorgan Chase Bank, successor by merger), as trustee, paying agent and bond
registrar, the bonds outstanding thereunder being supported by payments received
from the Company under the Loan Agreement, dated as of June 15, 1998, between
the City of Morgantown, Kentucky and IMCO Recycling Inc.

                SECTION 7.11. Preferential Collection of Claims Against the
Company. The Trustee shall comply with 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.

<PAGE>

                                                                              99

                SECTION 7.12. Trustee's Application for Instruction from the
Company. Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
three Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

                                  ARTICLE VIII

                       DISCHARGE OF INDENTURE; DEFEASANCE

                SECTION 8.1.  Discharge of Liability on Securities; Defeasance.
(a) Subject to Section 8.1(c), when (i)(x) the Company delivers to the Trustee
all outstanding Securities (other than Securities replaced or paid pursuant to
Section 2.9) for cancellation or (y) all outstanding Securities not theretofore
delivered for cancellation have become due and payable, whether at maturity or
upon redemption or will become due and payable within one year or are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption pursuant to Article V hereof and
the Company or any Subsidiary Guarantor irrevocably deposits or causes to be
deposited with the Trustee as trust funds in trust solely for the benefit of the
Holders money in U.S. dollars in an amount, non-callable U.S. Government
Obligations, which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than the
due date of any payment, money in an amount, or a combination of U.S. dollars
and such U.S. Government Obligations, sufficient without consideration of any
reinvestment of interest to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation for
principal, premium, if any, and accrued interest to the date of maturity or
redemption; (ii) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit or shall occur as a result of such
deposit and such deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Company or any
Subsidiary Guarantor is a party or by which the Company or any Subsidiary
Guarantor is bound; (iii) the Company or any Subsidiary Guarantor have paid or
caused to be paid all sums payable under this Indenture, the Collateral
Documents and the Securities; and (iv) the Company has delivered irrevocable
instructions to the Trustee under this Indenture to apply the deposited money
toward the payment of such Securities at maturity or the Redemption Date, as the
case may be, then the Trustee shall acknowledge satisfaction and discharge of
this Indenture and release of all Liens on the Collateral with respect to the
Securities on demand of the Company (accompanied by an Officers' Certificate and
an Opinion of Counsel stating that all conditions precedent specified herein
relating to the satisfaction and discharge of this Indenture have been complied
with) and at the cost and expense of the Company. If U.S. Government Obligations
shall have been deposited in connection with such satisfaction and discharge,
then as a further condition to such

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                                                                             100

satisfaction and discharge, the Trustee shall have received a certificate from a
nationally recognized firm of independent accountants to the effect set forth in
Section 8.2(2).

                (b) Subject to Sections 8.1(c) and 8.2, the Company at any time
may terminate (i) all its obligations under the Securities, this Indenture and
the Collateral Documents (including all Liens on the Collateral) ("legal
defeasance option"), and after giving effect to such legal defeasance, any
omission to comply with such obligations shall no longer constitute a Default or
Event of Default or (ii) its obligations under Section 3.2, Section 3.3, Section
3.4, Section 3.5, Section 3.6, Section 3.7, Section 3.8, Section 3.9, Section
3.10, Section 3.11, Section 3.12, Section 3.16, Section 3.19, Section 3.21 and
Section 4.1(3), and the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply with such covenants shall no longer constitute a Default or an Event of
Default under Section 6.1(4) and the operation of Section 6.1(5) (to the extent
applicable to such defeased covenants and to the extent based on any failure by
VAM-IMCO Guss und Recycling GmbH to comply with its agreements contained in the
Intercompany Note), Section 6.1(6), Section 6.1(7) (with respect to Significant
Subsidiaries), Section 6.1(8) (with respect to Significant Subsidiaries),
Section 6.1(9) and Section 6.1(10), and the events specified in such Sections
shall no longer constitute an Event of Default (clause (ii) being referred to as
the "covenant defeasance option"), but except as specified above, the remainder
of this Indenture, the Collateral Documents and the Securities shall be
unaffected thereby. The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option. If the
Company exercises its legal defeasance option, the Subsidiary Guarantees in
effect at such time shall terminate and the Liens on the Collateral shall
terminate and shall be released with respect to the Securities.

                If the Company exercises its legal defeasance option, payment of
the Securities may not be accelerated because of an Event of Default. If the
Company exercises its covenant defeasance option, payment of the Securities may
not be accelerated because of an Event of Default specified in Section 6.1(4)
(as such Section relates to Section 3.2, Section 3.3, Section 3.4, Section 3.5,
Section 3.6, Section 3.7, Section 3.8, Section 3.9, Section 3.10, Section 3.11,
Section 3.12, Section 3.16, Section 3.19 and Section 3.21), Section 6.1(5) (to
the extent applicable to such defeased covenants and to the extent based on any
failure by VAM-IMCO Guss und Recycling GmbH to comply with its agreements
contained in the Intercompany Note), Section 6.1(6), Section 6.1(7) (with
respect only to Significant Subsidiaries), Section 6.1(8) (with respect only to
Significant Subsidiaries), Section 6.1(9) or Section 6.1(10), or because of the
failure of the Company to comply with Section 4.1(3).

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

                (c) Notwithstanding the provisions of Sections 8.1(a) and (b) to
the extent relating to a legal defeasance, the Company's obligations in Sections
2.2, 2.3, 2.4, 2.5, 2.6, 2.9, 2.10, 2.11, 2.12, 3.13, 3.14, 3.15, 3.17, 3.18,
6.7, 7.7 and 7.8 and in this Article VIII shall survive

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                                                                             101

until the Securities have been paid in full. Thereafter, the Company's
obligations in Sections 7.7, 8.4 and 8.5 shall survive.

                SECTION 8.2.  Conditions to Defeasance. The Company may exercise
its legal defeasance option or its covenant defeasance option only if:

                (1) the Company irrevocably deposits in trust with the Trustee
        for the benefit of the Holders money in U.S. dollars in an amount, or
        U.S. Government Obligations, which through the scheduled payment of
        principal and interest in respect thereof in accordance with their terms
        will provide, not later than the due date of any payment, money in an
        amount, or a combination of U.S. dollars or such U.S. Government
        Obligations, sufficient without consideration of any reinvestment of
        interest, to pay and discharge the principal, premium, if any, and
        interest on the Securities to maturity or redemption, as the case may
        be;

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

                (3) no Default or Event of Default shall have occurred and be
        continuing on the date of such deposit or, with respect to Events of
        Default under Sections 6.1(7) and (8), on the later of (i) the 91st day
        after such date of deposit or (ii) the day ending on the day following
        the expiration of the longest preference period under any bankruptcy law
        applicable to the Company in respect of such deposit;

                (4) such deposit shall not result in a breach or violation of,
        or constitute a Default under, this Indenture, the Collateral Documents
        or any other agreement or instrument to which the Company or any of its
        Subsidiaries is a party or by which the Company or any of its
        Subsidiaries is bound;

                (5) the Company shall have delivered to the Trustee an Opinion
        of Counsel (subject to customary assumptions and exclusions) to the
        effect that (A) the Securities and (B) assuming no intervening
        bankruptcy of the Company between the date of deposit and the 91st day
        following the deposit and that no Holder of the Securities is an insider
        of the Company, after the 91st day following the deposit, the trust
        funds will not be subject to the effect of any applicable bankruptcy,
        insolvency, reorganization or similar laws affecting creditors' right
        generally;

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

                (7) the Company shall have delivered to the Trustee an Opinion
        of Counsel (subject to customary assumptions and exclusions) stating
        that (i) the Securityholders will

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                                                                             102

        not recognize income, gain or loss for U.S. Federal income tax purposes
        as a result of such deposit and defeasance and will be subject to U.S.
        Federal income tax on the same amounts, in the same manner and at the
        same times as would have been the case if such deposit and defeasance
        had not occurred and (ii) in the case of the legal defeasance option,
        such Opinion of Counsel must be based on a ruling by the Internal
        Revenue Service or other change in the applicable U.S. law;

                (8) If the Securities are to be redeemed prior to Stated
        Maturity, notice of such redemption shall have been duly given pursuant
        to this Indenture or provision therefor satisfactory to the Trustee
        shall have been made; and

                (9) the Company delivers to the Trustee an Officers' Certificate
        and an Opinion of Counsel, each stating that all conditions precedent
        provided for herein relating to either the legal defeasance or covenant
        defeasance, as the case may be, as contemplated by this Article VIII
        have been complied with.

                SECTION 8.3.  Application of Trust Money. The Trustee shall hold
in trust all money or U.S. Government Obligations (including proceeds thereof)
deposited with it pursuant to this Article VIII. It shall apply the deposited
money and the money from U.S. Government Obligations through the Paying Agent
and in accordance with this Indenture and the Securities to the Holders of the
Securities of all sums due in respect of the payment of principal of, premium,
if any, and accrued interest on the Securities.

                SECTION 8.4.  Repayment to the Company. The Trustee and the
Paying Agent shall promptly turn over to the Company upon request any excess
money, U.S. Government Obligations or securities held by them upon payment of
all the obligations under this Indenture.

                Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Company upon request any money held by
them for the payment of principal of or premium, if any, or interest on the
Securities that remains unclaimed by the Holders thereof for two years, and,
thereafter, Securityholders entitled to the money must look to the Company for
payment as unsecured general creditors and the Trustee and the Paying Agent
shall have no further liability with respect to such money.

                SECTION 8.5.  Indemnity for U.S. Government Obligations. The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S. Government Obligations.

                SECTION 8.6.  Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article VIII by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the obligations of the Company and each
Subsidiary Guarantor under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to this Article VIII
until such time as the Trustee or Paying Agent is permitted to apply all such
money or U.S. Government Obligations in accordance with this Article VIII;
provided, however, that, if the Company or the

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                                                                             103

Subsidiary Guarantors have made any payment of principal, premium, if any, or
interest on any Securities because of the reinstatement of their obligations,
the Company or Subsidiary Guarantors, as the case may be, shall be subrogated to
the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

                The Trustee's rights under this Article VIII shall survive
termination of this Indenture.

                                   ARTICLE IX

                                   AMENDMENTS

                SECTION 9.1.  Without Consent of Holders. The Company, the
Subsidiary Guarantors and the Trustee may amend or supplement this Indenture,
the Collateral Documents or the Securities without notice to or consent of any
Securityholder:

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

                (2) to comply with (i) Article IV in respect of the assumption
        by a Successor Company of the obligations of the Company under this
        Indenture, the Securities, the Registration Rights Agreement and the
        Collateral Documents and (ii) Article X in respect of the assumption by
        a Person of the obligations of a Subsidiary Guarantor under its
        Subsidiary Guarantee, this Indenture, the Registration Rights Agreement
        and the Collateral Documents;

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

                (4) to add Guarantees with respect to the Securities or release
        a Subsidiary Guarantor from its Subsidiary Guarantee, in each case as
        provided in accordance with this Indenture;

                (5) to pledge or grant a security interest in favor of the
        Trustee as additional security for the payment and performance of the
        Company's and Subsidiary Guarantors' obligations with respect to the
        Securities and the Subsidiary Guarantees thereof, in any property or
        assets, including any that are required to be mortgaged, pledged or
        hypothecated or in which a security interest is required to be granted,
        to the Trustee pursuant to the Collateral Documents or otherwise;

                (6) to release Liens in favor of the Trustee in the Collateral
        as provided in accordance with Section 11.3;

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                                                                             104

                (7) to add to the covenants of the Company for the benefit of
        the Holders or to surrender any right or power herein conferred upon the
        Company;

                (8) to comply with any requirement of the SEC in connection with
        the qualification of this Indenture under the TIA;

                (9) to make any change that does not materially adversely affect
        the rights of any Securityholder; or

                (10) to provide for the issuance of the Exchange Securities,
        which will have terms substantially identical in all respects to the
        Initial Securities or the Additional Securities, as the case may be
        (except that the transfer restrictions contained in the Initial
        Securities or the Additional Securities, if any, will be modified or
        eliminated, as appropriate), and which will be treated, together with
        any outstanding Initial Securities or Additional Securities, as a single
        class of securities.

                After an amendment or supplement under this Section becomes
effective, the Company shall mail to Securityholders a notice briefly describing
such amendment or supplement. The failure to give such notice to all
Securityholders, or any defect therein, shall not impair or affect the validity
of an amendment or supplement under this Section.

                SECTION 9.2.  With Consent of Holders. The Company, the
Subsidiary Guarantors and the Trustee may amend or supplement this Indenture,
the Collateral Documents or the Securities without notice to any Securityholder
but with the written consent of the Holders of at least a majority in principal
amount of the Securities then outstanding (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Securities). Any past default or compliance with the provisions of
this Indenture or the Collateral Documents may be waived with the written
consent of the Holders of at least a majority in principal amount of the
Securities then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for,
Securities). However, without the consent of each Securityholder affected, an
amendment, supplement or waiver may not:

                (1) reduce the principal amount of Securities outstanding whose
        Holders must consent to an amendment;

                (2) reduce the stated rate of or extend the stated time for
        payment of interest or additional interest on any Security;

                (3) reduce the principal of or extend the Stated Maturity of any
        Security;

                (4) reduce the premium payable upon the redemption or repurchase
        of any Security or change the time at which any Security may or shall be
        redeemed or repurchased as described under Section 3.5, Section 3.10
        (including an amendment to the definition of "Change of Control") or
        Article V or any similar provision, whether through an amendment or
        waiver of Section 3.5, Section 3.10 or Article V, definitions or
        otherwise;

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                                                                             105

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

                (6) impair the right of any Holder to receive payment of,
        premium, if any, principal of and interest on such Holder's Securities
        on or after the due dates therefor or to institute suit for the
        enforcement of any payment on or with respect to such Holder's
        Securities;

                (7) make any change to this Section 9.2;

                (8) modify the Subsidiary Guarantees in any manner adverse to
        the Holders; or

                (9) make any change in any Collateral Document or the provisions
        in the Indenture dealing with Collateral Documents or application of
        trust moneys that would materially and adversely affect the first
        priority Lien and security interest of the Securityholders in the
        Collateral.

                It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof. A consent to any amendment, supplement or waiver under this
Indenture by any Holder of the Securities given in connection with a tender or
exchange of such Holder's Securities will not be rendered invalid by such tender
or exchange.

                After an amendment or supplement under this Section becomes
effective, the Company shall mail to Securityholders a notice briefly describing
such amendment. The failure to give such notice to all Securityholders, or any
defect therein, shall not impair or affect the validity of an amendment under
this Section.

                SECTION 9.3.  Compliance with Trust Indenture Act. Every
amendment or supplement to this Indenture or the Securities shall comply with
the TIA as then in effect.

                SECTION 9.4.  Revocation and Effect of Consents and Waivers. A
consent to an amendment, supplement or a waiver by a Holder of a Security shall
bind the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent or waiver is not made on the Security. Any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment, supplement or waiver becomes effective
or otherwise in accordance with any related solicitation documents. After an
amendment, supplement or waiver becomes effective, it shall bind every
Securityholder unless it makes a change described in any of clauses (1) through
(8) of Section 9.2, in that case the amendment, supplement, waiver or other
action shall bind each Securityholder who has consented to it and every
subsequent Securityholder that evidences the same debt as the consenting
Holder's Securities. An amendment, supplement or waiver shall become effective
upon receipt by the Trustee of the requisite number of written consents under
Section 9.1 or 9.2 as applicable.

                The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Securityholders entitled to give their
consent or take any other action

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                                                                             106

described above or required or permitted to be taken pursuant to this Indenture.
If a record date is fixed, then notwithstanding the immediately preceding
paragraph, those Persons who were Securityholders at such record date (or their
duly designated proxies), and only those Persons, shall be entitled to give such
consent or to revoke any consent previously given or to take any such action,
whether or not such Persons continue to be Holders after such record date. No
such consent shall become valid or effective more than 120 days after such
record date.

                SECTION 9.5.  Notation on or Exchange of Securities. If an
amendment, supplement or waiver changes the terms of a Security, the Trustee may
require the Holder of the Security to deliver it to the Trustee. The Trustee may
place an appropriate notation on the Security regarding the changed terms and
return it to the Holder. Alternatively, if the Company or the Trustee so
determine, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects the changed terms. Failure to
make the appropriate notation or to issue a new Security shall not affect the
validity of such amendment.

                SECTION 9.6.  Trustee To Sign Amendments. The Trustee shall sign
any amendment, supplement or waiver authorized pursuant to this Article IX if
the amendment, supplement or waiver does not adversely affect the rights,
duties, liabilities or immunities of the Trustee. If it does, the Trustee may
but need not sign it. In signing such amendment, supplement or waiver the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Sections 7.1 and 7.2) shall be fully protected in
relying upon an Officers' Certificate and an Opinion of Counsel stating that
such amendment, supplement or waiver is authorized or permitted by this
Indenture and that such amendment, supplement or waiver is the legal, valid and
binding obligation of the Company and any Subsidiary Guarantors, enforceable
against them in accordance with its terms, subject to customary exceptions, and
complies with the provisions hereof (including Section 9.3).

                                    ARTICLE X

                              SUBSIDIARY GUARANTEE

                SECTION 10.1. Subsidiary Guarantee. Subject to the provisions of
this Article X, each Subsidiary Guarantor hereby fully, unconditionally and
irrevocably guarantees, as primary obligor and not merely as surety, jointly and
severally with each other Subsidiary Guarantor, to each Holder of the
Securities, to the extent lawful, and the Trustee the full and punctual payment
when due, whether at maturity, by acceleration, by redemption or otherwise, of
the principal of, premium, if any, and interest on the Securities and all other
obligations and liabilities of the Company under this Indenture (including
without limitation interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Company or any Subsidiary Guarantor whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding
and the obligations under Section 7.7) (all the foregoing being hereinafter
collectively called the "Obligations"). Each Subsidiary Guarantor agrees that
the Obligations will rank equally in right of payment with other Indebtedness of
such Subsidiary Guarantor, except to the extent such other Indebtedness is
subordinate to the Obligations. Each Subsidiary Guarantor further agrees

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                                                                             107

(to the extent permitted by law) that the Obligations may be extended or
renewed, in whole or in part, without notice or further assent from it, and that
it will remain bound under this Article X notwithstanding any extension or
renewal of any Obligation.

                Each Subsidiary Guarantor waives presentation to, demand of
payment from and protest to the Company of any of the Obligations and also
waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice
of any default under the Securities or the Obligations.

                Each Subsidiary Guarantor further agrees that its Subsidiary
Guarantee herein constitutes a Guarantee of payment when due (and not a
Guarantee of collection) and waives any right to require that any resort be had
by any Holder to any security held for payment of the Obligations.

                Except as set forth in Section 10.2, the obligations of each
Subsidiary Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason (other than payment of the
Obligations in full), including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense of setoff,
counterclaim, recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the Obligations or otherwise.
Without limiting the generality of the foregoing, the obligations of each
Subsidiary Guarantor herein shall not be discharged or impaired or otherwise
affected by (a) the failure of any Holder to assert any claim or demand or to
enforce any right or remedy against the Company or any other person under this
Indenture, the Securities or any other agreement or otherwise; (b) any extension
or renewal of any thereof; (c) any rescission, waiver, amendment or modification
of any of the terms or provisions of this Indenture, the Securities or any other
agreement; (d) the release of any security held by any Holder or the Trustee for
the Obligations or any of them; (e) the failure of any Holder to exercise any
right or remedy against any other Subsidiary Guarantor, or (f) any change in the
ownership of the Company; (g) by any default, failure or delay, willful or
otherwise, in the performance of the Obligations, or (h) by any other act or
thing or omission or delay to do any other act or thing which may or might in
any manner or to any extent vary the risk of any Subsidiary Guarantor or would
otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law
or equity.

                Each Subsidiary Guarantor agrees that its Subsidiary Guarantee
herein shall remain in full force and effect until payment in full of all the
Obligations or such Subsidiary Guarantor is released from its Subsidiary
Guarantee upon the merger or the sale of all the Capital Stock or assets of the
Subsidiary Guarantor or otherwise in compliance with Section 10.2 or Article
VIII. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee
herein shall continue to be effective or be reinstated, as the case may be, if
at any time payment, or any part thereof, of principal of, premium, if any, or
interest on any of the Obligations is rescinded or must otherwise be restored by
any Holder upon the bankruptcy or reorganization of the Company or otherwise.

                In furtherance of the foregoing and not in limitation of any
other right which any Holder has at law or in equity against any Subsidiary
Guarantor by virtue hereof, upon the failure of the Company to pay any of the
Obligations when and as the same shall become due, whether

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                                                                             108

at maturity, by acceleration, by redemption or otherwise, each Subsidiary
Guarantor hereby promises to and will, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee or the
Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid
amount of such Obligations then due and owing and (ii) accrued and unpaid
interest on such Obligations then due and owing (but only to the extent not
prohibited by law).

                Each Subsidiary Guarantor further agrees that, as between such
Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x)
the maturity of the Obligations guaranteed hereby may be accelerated as provided
in this Indenture for the purposes of its Subsidiary Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed hereby and (y) in the
event of any such declaration of acceleration of such Obligations, such
Obligations (whether or not due and payable) shall forthwith become due and
payable by the Subsidiary Guarantor for the purposes of this Subsidiary
Guarantee.

                Each Subsidiary Guarantor also agrees to pay any and all
reasonable costs and expenses (including reasonable attorneys' fees) incurred by
the Trustee or the Holders in enforcing any rights under this Section.

                Neither the Company nor the Subsidiary Guarantors shall be
required to make a notation on the Securities to reflect any Subsidiary
Guarantee or any release, termination or discharge thereof and any such notation
shall not be a condition to the validity of any Subsidiary Guarantee.

                SECTION 10.2. Limitation on Liability; Termination, Release and
Discharge.

                (a) Any term or provision of this Indenture to the contrary
notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be
limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Subsidiary Guarantor (including,
without limitation, any guarantees under the Senior Secured Credit Agreement)
and after giving effect to any collections from or payments made by or on behalf
of any other Subsidiary Guarantor in respect of the obligations of such other
Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its
contribution obligations under this Indenture, result in the obligations of such
Subsidiary Guarantor under its Subsidiary Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under federal or state law and not
otherwise being void or voidable under any similar laws affecting the rights of
creditors generally.

                (b)     The Company will not permit any Subsidiary Guarantor to
consolidate with or merge with or into any Person (other than the Company or
another Subsidiary Guarantor), or convey, transfer or lease all or substantially
all of the assets of any Subsidiary Guarantor (other than to the Company or
another Subsidiary Guarantor), unless:

                (1) (a) the resulting, surviving or transferee Person will be a
        corporation, partnership, trust or limited liability company organized
        or formed and existing under the laws of the United States of America,
        any State of the United States or the District of

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                                                                             109

        Columbia and such Person (if not such Subsidiary Guarantor) will
        expressly assume, by supplemental indenture, executed and delivered to
        the Trustee, in form satisfactory to the Trustee, all the obligations of
        such Subsidiary Guarantor under its Subsidiary Guarantee, this
        Indenture, the Registration Rights Agreement and the Collateral
        Documents and shall cause such amendments, supplements or other
        instruments to be executed, filed, and recorded in such jurisdictions as
        may be required by applicable law to preserve and protect the Lien on
        the Collateral owned by or transferred to the surviving entity, together
        with such financing statements as may be required to perfect any
        security interests in such Collateral which may be perfected by the
        filing of a financing statement under the Uniform Commercial Code of the
        relevant states; (b) immediately after giving effect to such transaction
        (and treating any Indebtedness that becomes an obligation of the
        resulting, surviving or transferee Person or any Restricted Subsidiary
        as a result of such transaction as having been Incurred by such Person
        or such Restricted Subsidiary at the time of such transaction), no
        Default of Event of Default shall have occurred and be continuing; and
        (c) the Company will have delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that such
        consolidation, merger or transfer and such supplemental indenture (if
        any) comply with this Indenture; or

                (2) the transaction is made in compliance with Section 3.5.

                Upon the sale or disposition of a Subsidiary Guarantor (by
merger, consolidation, the sale of its Capital Stock or the sale of all or
substantially all of its assets) and whether or not the Subsidiary Guarantor is
the surviving corporation in such transaction, to a Person which is not the
Company or a Restricted Subsidiary, which sale or disposition is otherwise in
compliance with this Indenture, such Subsidiary Guarantor will be automatically
released from all its obligations under this Indenture and its Subsidiary
Guarantee, the Registration Rights Agreement and the Collateral Documents, such
Subsidiary Guarantee will terminate and the Liens, if any, on the Collateral
pledged by such Subsidiary Guarantor pursuant to the Collateral Documents shall
be released with respect to the Securities if all the obligations of such
Subsidiary Guarantor under the Senior Secured Credit Agreement and related
documentation terminate upon consummation of such transaction.

                (c) Each Subsidiary Guarantor will be deemed released from all
its obligations under this Indenture, its Collateral Documents, its Subsidiary
Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee
will terminate upon the legal defeasance of the Securities pursuant to the
provisions of Article VIII hereof.

                (d) Each Subsidiary Guarantor will be released from its
obligations under this Indenture, its Collateral Documents, its Subsidiary
Guarantee and the Registration Rights Agreement if the Company designates such
Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies
with the other applicable provisions of this Indenture.

                SECTION 10.3. Right of Contribution. Each Subsidiary Guarantor
hereby agrees that to the extent that any Subsidiary Guarantor shall have paid
more than its proportionate share of any payment made on the obligations under
the Subsidiary Guarantees, such Subsidiary Guarantor shall be entitled to seek
and receive contribution from and against the Company or any other Subsidiary
Guarantor who has not paid its proportionate share of such

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                                                                             110

payment. The provisions of this Section 10.3 shall in no respect limit the
obligations and liabilities of each Subsidiary Guarantor to the Trustee and the
Holders and each Subsidiary Guarantor shall remain liable to the Trustee and the
Holders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

                SECTION 10.4. No Subrogation. Notwithstanding any payment or
payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor
shall be entitled to be subrogated to any of the rights of the Trustee or any
Holder against the Company or any other Subsidiary Guarantor or any collateral
security or guarantee or right of offset held by the Trustee or any Holder for
the payment of the Obligations, nor shall any Subsidiary Guarantor seek or be
entitled to seek any contribution or reimbursement from the Company or any other
Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor
hereunder, until all amounts owing to the Trustee and the Holders by the Company
on account of the Obligations are paid in full. If any amount shall be paid to
any Subsidiary Guarantor on account of such subrogation rights at any time when
all of the Obligations shall not have been paid in full, such amount shall be
held by such Subsidiary Guarantor in trust for the Trustee and the Holders,
segregated from other funds of such Subsidiary Guarantor, and shall, forthwith
upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the
exact form received by such Subsidiary Guarantor (duly indorsed by such
Subsidiary Guarantor to the Trustee, if required), to be applied against the
Obligations.

                                   ARTICLE XI

                             COLLATERAL AND SECURITY

                SECTION 11.1. The Collateral.

                (a) The due and punctual payment of the principal of, premium,
if any, and interest on the Securities and the Guarantees thereof when and as
the same shall be due and payable, whether on an interest payment date, at
maturity, by acceleration, repurchase, redemption or otherwise, interest on the
overdue principal of and interest (to the extent permitted by law), if any, on
the Securities and the Guarantees thereof and performance of all other
obligations under this Indenture, including, without limitation, the obligations
of the Company set forth in Section 7.7 and Section 8.5 herein, and the
Securities and the Guarantees thereof and the Collateral Documents, shall be
secured by first-priority Liens and security interests subject to Permitted
Liens as provided in the Collateral Documents which the Company and the
Subsidiary Guarantors, as the case may be, have entered into simultaneously with
the execution of this Indenture and will be secured by all Collateral Documents
hereafter delivered as required or permitted by this Indenture and the
Collateral Documents. The Company and the Subsidiary Guarantors hereby agree
that the Trustee shall hold the Collateral in trust for the benefit of all of
the Holders and the Trustee, in each case pursuant to the terms of the
Collateral Documents and the Trustee is hereby authorized to execute and deliver
the Collateral Documents.

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                                                                             111

                (b) Each Holder, by its acceptance of any Securities and the
Guarantees thereof, consents and agrees to the terms of the Collateral Documents
(including, without limitation, the provisions providing for foreclosure) as the
same may be in effect or may be amended from time to time in accordance with
their terms and authorizes and directs the Trustee to perform its obligations
and exercise its rights under the Collateral Documents in accordance therewith.

                (c) The Trustee and each Holder, by accepting the Securities and
the Guarantees thereof, acknowledges that, as more fully set forth in the
Collateral Documents, the Collateral as now or hereafter constituted shall be
held for the benefit of all the Holders and the Trustee, and that the Lien of
this Indenture and the Collateral Documents in respect of the Trustee and the
Holders is subject to and qualified and limited in all respects by the
Collateral Documents and actions that may be taken thereunder.

                SECTION 11.2. Further Assurances.

                (a) The Company will, and will cause each of its Subsidiaries
to, do or cause to be done all acts and things which may be required, or which
the Trustee from time to time may request, which request the Trustee shall not
be obligated to make, to assure and confirm that the Trustee holds, for the
benefit of the Holders of the Securities and the Guarantees thereof and the
Trustee, duly created, enforceable and perfected first priority Liens and
security interest upon the Collateral (subject to Permitted Prior Liens) as
contemplated by the Collateral Documents.

                (b) Upon request of the Trustee, which request the Trustee shall
not be obligated to make, or at any time and from time to time, the Company
will, and will cause each of its Subsidiaries to, promptly execute, acknowledge
and deliver such Collateral Documents, instruments, certificates, notices and
other documents and take such other actions as shall be required or which the
Trustee may reasonably request to create, perfect, protect, assure or enforce
the Liens and benefits intended to be conferred as contemplated by this
Indenture and the Collateral Documents for the benefit of the Holders of the
Securities and the Guarantees thereof and the Trustee. If the Company or such
Subsidiary fails to do so, the Trustee is hereby irrevocably authorized and
empowered, with full power of substitution, to execute, acknowledge and deliver
such Collateral Documents, instruments, certificates, notices and other
documents and, subject to the provisions of the Collateral Documents, take such
other actions in the name, place and stead of the Company or such Subsidiary,
but the Trustee will have no obligation to do so and no liability for any action
taken or omitted by it in good faith in connection therewith.

                (c) The Company will otherwise comply with the provisions of TIA
Section314(b).

                (d) To the extent applicable, the Company will cause TIA
Section 313(b), relating to reports, and TIA Section 314(d), relating to the
release of property and the substitution therefore of any property to be pledged
as Collateral for the Securities and the Guarantees thereof, to be complied
with. Any certificate or opinion required by TIA Section 314(d) may be made by
an officer of the Company except in cases where TIA Section 314(d) requires that
such certificate or opinion be made by an independent Person, which Person will
be an independent engineer, appraiser or other expert selected or reasonably
satisfactory to the Trustee. Notwithstanding anything to the contrary in this
paragraph, the Company will not be required to comply with all or any portion of
TIA Section 314(d) if it determines, in good faith based on advice of counsel,
that under the terms of TIA

<PAGE>

                                                                             112

Section 314(d) and/or any interpretation or guidance as to the meaning thereof
of the SEC and its staff, including "no action" letters or exemptive orders, all
or any portion of TIA Section 314(d) is inapplicable to one or a series of
released Collateral.

                SECTION 11.3. Release of Liens on the Collateral.

                (a) The Liens on the Collateral will be released with respect to
the Securities:

                (1) in whole, upon payment in full of the principal of, accrued
        and unpaid interest and premium, if any, on the Securities;

                (2) in whole, upon satisfaction and discharge of this Indenture
        as set forth in Section 8.1(a) hereof;

                (3) in whole, upon a legal defeasance as set forth in Section
        8.1(b) hereof;

                (4) in part, as to any property constituting Collateral (A) that
        is sold or otherwise disposed of by the Company or any of its Restricted
        Subsidiaries in a transaction permitted by Section 3.5 of this Indenture
        or the Collateral Documents, to the extent of the interest sold or
        disposed of, (B) that is cash or Net Available Cash withdrawn from the
        Collateral Account for any one or more purposes permitted by Section
        3.5(a); (C) that is of the nature described in clause (4), clause (10)
        or clause (11) of the proviso in the definition of "Asset Disposition,"
        and is subject to a disposition as therein provided, (D) that constitute
        Excess Collateral Proceeds that remain unexpended after the conclusion
        of a Collateral Disposition Offer conducted in accordance with the
        Indenture, (E) that is owned or at any time acquired by a Subsidiary of
        the Company that has been released from its Subsidiary Guarantee in
        accordance with this Indenture, concurrently with the release thereof,
        or (F) otherwise in accordance with Article II or Article X;

                (5) in part, as to any Intercompany Note Payments applied in
        accordance with Section 3.1, 3.5 or 11.5(a); and

                (6) with the consent of each Holder affected thereby (including,
        without limitation, consents obtained in connection with a tender offer
        or exchange offer for, or purchase of, Securities);

provided, that, in the case of any release in whole pursuant to this subsection
(a), all amounts owing to the Trustee under this Indenture and the Collateral
Documents have been paid.

                (b) To the extent applicable, the Company and each Subsidiary
will furnish to the Trustee, prior to each proposed release of Collateral
pursuant to the Collateral Documents and the Indenture (other than payments
received from the Intercompany Note and applied in accordance with Section
11.5(a)):

                (1) an Officers' Certificate requesting such release;

<PAGE>

                                                                             113

                (2) an Officers' Certificate and an Opinion of Counsel to the
        effect that all conditions precedent provided for in the Indenture and
        the Collateral Documents to such release have been complied with;

                (3) a form of such release (which release shall be in form
        reasonably satisfactory to the Trustee and shall provide that the
        requested release is without recourse or warranty to the Trustee);

                (4) all documents required by TIA Section314(d), the Collateral
        Documents and this Indenture; and

                (5) an Opinion of Counsel to the effect that such accompanying
        documents constitute all documents required by TIA Section314(d), the
        Collateral Documents and this Indenture.

                Upon compliance by the Company or its Subsidiaries as the case
may be, with the conditions precedent set forth above, and upon delivery by the
Company or such Subsidiary to the Trustee of an Opinion of Counsel to the effect
that such conditions precedent have been complied with, the Trustee shall
promptly, but in no event later than five Business Days, cause to be released
and reconveyed to the Company, or its Subsidiaries, as the case may be, the
released Collateral. (c) For purposes of the TIA, the release of any Collateral
from the terms of the Collateral Documents will not be deemed to impair the
security under this Indenture in contravention of the provisions hereof or
affect the Lien of this Indenture or the Collateral Documents if and to the
extent the Collateral is released pursuant to the Indenture or the Collateral
Documents or upon the termination of this Indenture.

                SECTION 11.4. Authorization of Actions to be Taken by the
Trustee Under the Collateral Documents.

                (a) Subject to the provisions of the Collateral Documents, the
Trustee may, in its sole discretion and without the consent of the Holders, on
behalf of the Holders, take all actions it deems necessary or appropriate in
order to (a) enforce any of its rights or any of the rights of the Holders under
the Collateral Documents and the Intercompany Note and (b) collect and receive
any and all amounts payable in respect of the Collateral in respect of the
obligations of the Company and the Subsidiaries hereunder and thereunder.
Subject to the provisions of the Collateral Documents, the Trustee shall have
the power to institute and to maintain such suits and proceedings as it may deem
expedient to prevent any impairment of the Collateral by any acts that may be
unlawful or in violation of the Collateral Documents or this Indenture, and such
suits and proceedings as the Trustee may deem expedient to preserve or protect
its interest and the interests of the Holders in the Collateral (including power
to institute and maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or order
that may be unconstitutional or otherwise invalid if the enforcement of, or
compliance with, such enactment, rule or order would impair the security
interest hereunder or be prejudicial to the interests of the Holders or the
Trustee).

<PAGE>

                                                                             114

                (b) The Trustee shall not be responsible for the existence,
genuineness or value of any of the Collateral or for the validity, perfection,
priority or enforceability of the Liens in any of the Collateral, whether
impaired by operation of law or by reason of any action or omission to act on
its part hereunder, except to the extent such action or omission constitutes
negligence, bad faith or willful misconduct on the part of the Trustee, for the
validity or sufficiency of the Collateral or any agreement or assignment
contained therein, for the validity of the title of the Company to the
Collateral, for insuring the Collateral or for the payment of taxes, charges,
assessments or Liens upon the Collateral or otherwise as to the maintenance of
the Collateral. The Trustee shall have no responsibility for recording, filing,
re-recording or refiling any financing statement, continuation statement,
document, instrument or other notice in any public office at any time or times
or to otherwise take any action to perfect or maintain the perfection of any
security interest granted to it under the Collateral Documents or otherwise.

                (c) Where any provision of this Indenture requires that
additional property or assets be added to the Collateral, the Company and each
Subsidiary Guarantor shall deliver to the Trustee the following:

                        (i)     a request from the Company that such Collateral
                                be added;

                        (ii)    the form of instrument adding such Collateral,
                                which, based on the type and location of the
                                property subject thereto, shall be in
                                substantially the form of the applicable
                                Collateral Documents entered into on the date of
                                this Indenture, with such changes thereto as the
                                Company shall consider appropriate, or in such
                                other form as the Company shall deem proper,
                                provided that any such changes or such form are
                                administratively satisfactory to the Trustee;

                        (iii)   an Officers' Certificate to the effect that the
                                Collateral being added is in the form, consists
                                of the assets and is in the amount or otherwise
                                has the fair market value required by the
                                Indenture;

                        (iv)    an Officers' Certificate and Opinion of Counsel
                                to the effect that all conditions precedent
                                provided for in this Indenture to the addition
                                of such Collateral have been complied with,
                                which Opinion of Counsel shall also opine as to
                                the creation and perfection of the Trustee's
                                Lien on such Collateral and as to the due
                                authorization, execution, delivery, validity and
                                enforceability of the Collateral Document being
                                entered into; and

                        (v)     such financing statements, if any, as the
                                Company shall deem necessary to perfect the
                                Trustee's security interest in such Collateral.

                (d) Except during the continuance of an Event of Default, the
Trustee, in giving any consent or approval under the Collateral Documents or
with respect to the Intercompany Note, shall be entitled to receive, as a
condition to such consent or approval, an Officers'

<PAGE>

                                                                             115

Certificate and an Opinion of Counsel to the effect that the action or omission
for which consent or approval is to be given does not adversely affect the
interests of the Holders or impair the security of the Holders in contravention
of the provisions of the Indenture and the Collateral Documents, and the Trustee
shall be fully protected in giving such consent or approval on the basis of such
Officers' Certificate and Opinion of Counsel.

                SECTION 11.5. Collateral Account.

                (a) The Trustee is authorized to receive any funds for the
benefit of the Holders distributed under the Collateral Documents, and to make
further distributions of such funds to the Holders according to the provisions
of this Indenture and the Collateral Documents. Any principal and interest
payments on the Intercompany Note that have been deposited into the Collateral
Account shall be transferred to the Paying Agent for payment of the
corresponding payment on the Securities.

                (b) Prior to the Issue Date, the Trustee shall have established
the Collateral Account, which shall at all times hereafter until this Indenture
shall have terminated, be maintained with, and under the sole control of, the
Trustee. The Collateral Account shall be a trust account and shall be
established and maintained by the Trustee at one of its corporate trust offices
(which may include the New York corporate trust office) and all Collateral shall
be credited thereto. All cash and Cash Equivalents received by the Trustee from
Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the
transfer of Collateral, Intercompany Note Payments, foreclosures of or sales of
the Collateral, the VAW-IMCO Redemption Payment, issuances of Additional
Securities and other awards or proceeds pursuant to the Collateral Documents,
including earnings, revenues, rents, issues, profits and income from the
Collateral received pursuant to the Collateral Documents, shall be deposited in
the Collateral Account and thereafter shall be held, applied and/or disbursed by
the Trustee in accordance with the terms of this Indenture (including, without
limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.5(a).

                (c) Pending the distribution of funds in the Collateral Account
in accordance with the provisions hereof and provided that no Event of Default
shall have occurred and be continuing, the Company may direct the Trustee to
invest such funds in Cash Equivalents specified in such direction, such
investments to mature by the times such funds are needed hereunder, such
direction to certify that such funds constitute Cash Equivalents and that no
Event of Default shall have occurred and be continuing. Provided that no Event
of Default shall have occurred and be continuing, the Company may direct the
Trustee to sell, liquidate or cause the redemption of any such investments, such
direction to certify that no Event of Default shall have occurred and be
continuing. Any gain or income on any investment of funds in the Collateral
Account shall be credited to the Collateral Account. The Trustee shall have no
liability for any loss incurred in connection with any investment or any sale,
liquidation or redemption thereof made in accordance with the provisions of this
Section 11.5(c).

<PAGE>

                                                                             116

                                  ARTICLE XII

                                  MISCELLANEOUS

                SECTION 12.1. Trust Indenture Act Controls. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
provision required by the TIA shall control. Each Subsidiary Guarantor in
addition to performing its obligations under its Subsidiary Guarantee shall
perform such other obligations as may be imposed upon it with respect to this
Indenture under the TIA.

                SECTION 12.2. Notices. Any notice or communication shall be in
writing and delivered in person, sent by facsimile, delivered by commercial
courier service or mailed by first-class mail, postage prepaid, addressed as
follows:

                        if to the Company:

                        IMCO Recycling Inc.
                        5215 North O'Connor Blvd.
                        Suite 1500
                        Irving, Texas 75039

                        with a copy to:

                        Fulbright & Jaworski L.L.P.
                        1301 McKinney
                        Suite 5100
                        Houston, Texas 77010-3095
                        Attention:  Marc Folladori

                        if to the Trustee, at its corporate trust office,
                        which corporate trust office for purposes of this
                        Indenture is at the date hereof located at:

                        JPMorgan Chase Bank
                        600 Travis, Suite 1100
                        Houston, Texas 77002
                        Attention: Institutional Trust Services

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

                Any notice or communication to the Company or the Subsidiary
Guarantors shall be deemed to have been given or made as of the date so
delivered if personally delivered; when answered back, if telexed; when receipt
is acknowledged, if telecopied; and five calendar days after mailing if sent by
registered or certified mail, postage prepaid (except that a notice of

<PAGE>

                                                                             117

change of address shall not be deemed to have been given until actually received
by the addressee). Any notice or communication to the Trustee shall be deemed
delivered upon receipt.

                Any notice or communication mailed to a Securityholder shall be
mailed to the Securityholder at the Securityholder's address as it appears in
the Securities Register and shall be sufficiently given if so mailed within the
time prescribed.

                Failure to mail a notice or communication to a Securityholder or
any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it, except that
notices to the Trustee shall be effective only upon receipt.

                In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

                SECTION 12.3. Communication by Holders with other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

                SECTION 12.4. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture or the Collateral
Documents (except in connection with the original issuance of Securities on the
date hereof), the Company shall furnish to the Trustee:

                (1) an Officers' Certificate in form reasonably satisfactory to
        the Trustee stating that, in the opinion of the signers, all conditions
        precedent, if any, provided for in this Indenture and the Collateral
        Documents relating to the proposed action have been complied with; and

                (2) an Opinion of Counsel in form reasonably satisfactory to the
        Trustee stating that, in the opinion of such counsel, all such
        conditions precedent have been complied with.

                SECTION 12.5. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include:

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

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

<PAGE>

                                                                             118

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

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

                In giving such Opinion of Counsel, counsel may rely as to
factual matters on an Officers' Certificate or on certificates of public
officials.

                SECTION 12.6. When Securities Disregarded. In determining
whether the Holders of the required aggregate principal amount of Securities
have concurred in any direction, waiver or consent, Securities owned by the
Company, any Subsidiary Guarantor or any Affiliate of them shall be disregarded
and deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee actually knows are so owned shall
be so disregarded. Also, subject to the foregoing, only Securities outstanding
at the time shall be considered in any such determination.

                SECTION 12.7. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by, or at meetings of,
Securityholders. The Registrar and the Paying Agent may make reasonable rules
for their functions.

                SECTION 12.8. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday or other day on which commercial banking institutions are authorized or
required to be closed in New York, New York. If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If a regular
record date is a Legal Holiday, the record date shall not be affected.

                SECTION 12.9. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE
STATE COURTS OF, AND THE FEDERAL COURTS LOCATED IN, THE STATE OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
SECURITIES OR THE SUBSIDIARY GUARANTEES.

                SECTION 12.10. No Recourse Against Others. An incorporator,
director, officer, employee, member, partner, Affiliate or stockholder of the
Company or any Subsidiary Guarantor, solely by reason of this status, shall not
have any liability for any obligations of the Company or any Subsidiary
Guarantor under the Securities, this Indenture, the Collateral Documents or the
Subsidiary Guarantees or for any claim based on, in respect of or by reason of
such obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are a part of the
consideration for the issuance of the Securities.

<PAGE>

                                                                             119

                SECTION 12.11. Successors. All agreements of the Company and
each Subsidiary Guarantor in this Indenture and the Securities shall bind their
respective successors. All agreements of the Trustee in this Indenture shall
bind its successors.

                SECTION 12.12. Multiple 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. One signed copy is enough to
prove this Indenture.

                SECTION 12.13. Qualification of Indenture. The Company has
agreed to qualify this Indenture under the TIA in accordance with the terms and
conditions of the Registration Rights Agreement and to pay all reasonable costs
and expenses (including attorneys' fees and expenses for the Company, the
Trustee and the Holders) incurred in connection therewith, including, but not
limited to, costs and expenses of qualification of this Indenture and the
Securities and printing this Indenture and the Securities. The Trustee shall be
entitled to receive from the Company 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.

                SECTION 12.14. Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.

<PAGE>

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

                                    IMCO RECYCLING INC.

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

                                    IMCO INVESTMENT COMPANY
                                    IMCO ENERGY CORP.
                                    IMCO RECYCLING OF INDIANA INC.
                                    IMCO RECYCLING OF ILLINOIS INC.
                                    ALCHEM ALUMINUM, INC.
                                    IMSAMET, INC.
                                    ROCK CREEK ALUMINUM, INC.
                                    ALCHEM ALUMINUM SHELBYVILLE INC.
                                    INTERAMERICAN ZINC, INC.
                                    U.S. ZINC CORPORATION
                                    IMCO RECYCLING OF CALIFORNIA, INC.
                                    IMCO RECYCLING OF OHIO INC.
                                    IMCO RECYCLING SERVICES COMPANY
                                    IMCO OPERATIONS SERVICES COMPANY
                                    IMCO INTERNATIONAL, INC.
                                    PITTSBURG ALUMINUM, INC.
                                    IMCO RECYCLING OF IDAHO INC.
                                    IMCO RECYCLING OF UTAH INC.
                                    INDIANA ALUMINUM INC.
                                    GULF REDUCTION CORPORATION
                                    MIDWEST ZINC CORPORATION
                                    METALCHEM, INC.
                                    WESTERN ZINC CORPORATION
                                    U.S. ZINC EXPORT CORPORATION

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

<PAGE>

                                    IMCO RECYCLING OF MICHIGAN L.L.C.

                                    By: IMCO Recycling Inc., its manager

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

                                    IMCO MANAGEMENT PARTNERSHIP L.P.

                                    By: IMCO Recycling Inc., its general partner

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

                                    By: IMCO Investment Company, its limited
                                        partner

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

                                    IMCO INDIANA PARTNERSHIP L.P.

                                    By: IMCO Energy Corp., its general partner

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

                                    By: IMCO Recycling of Indiana, Inc., its
                                        limited partner

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

<PAGE>

                                    JPMORGAN CHASE BANK, as Trustee

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

<PAGE>

                                                                       EXHIBIT A

                             [FORM OF FACE OF NOTE]

                    [Applicable Restricted Securities Legend]
                       [Depository Legend, if applicable]

No. [___]                                   Principal Amount $[___________]
                                            CUSIP NO. __________________________

                               IMCO RECYCLING INC.

                 10 3/8% Senior Secured Note, Series A, due 2010

                IMCO Recycling Inc., a Delaware corporation, promises to pay to
[Cede & Co.],* or its registered assigns, the principal sum of _______________
Dollars, [as revised by the Schedule of Increases and Decreases in Global
Security attached hereto],* on October 15, 2010.

                Interest Payment Dates: April 15 and October 15
                Record Dates: April 1 and October 1

                Additional provisions of this Security are set forth on the
other side of this Security.

                                    IMCO RECYCLING INC.


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

TRUSTEE'S CERTIFICATE OF
 AUTHENTICATION

JPMORGAN CHASE BANK
as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.

By
  -----------------------------
         Authorized Officer                              Date: ________ __, 20__

----------

*       Insert in Global Securities only

                                       A-1

<PAGE>

                         [FORM OF REVERSE SIDE OF NOTE]
                               IMCO RECYCLING INC.

                 10 3/8% Senior Secured Note, Series A, due 2010

1. Interest

                IMCO Recycling Inc., a Delaware corporation (such corporation,
and its successors and assigns under the Indenture hereinafter referred to,
being herein called the "Company"), promises to pay interest on the principal
amount of this Security at the rate per annum shown above.

                The Company will pay interest semiannually on April 15 and
October 15 of each year commencing April 15, 2004. Interest on the Securities
will accrue from the most recent date to which interest has been paid on the
Securities or, if no interest has been paid, from October 6, 2003. The Company
shall pay interest on overdue principal, and on overdue premium, if any (plus
interest on such interest to the extent lawful), at the rate borne by the
Securities to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

                If an exchange offer (the "Exchange Offer") registered under the
Securities Act is not consummated or a shelf registration statement (the "Shelf
Registration Statement") under the Securities Act with respect to resales of the
Securities is not declared effective by the SEC on or before the date that is
210 days after the Issue Date (the "Target Registration Date") in accordance
with the terms of the Registration Rights Agreement dated October 6, 2003 among
the Company, the Subsidiary Guarantors and the Initial Purchasers, the annual
interest rate borne by the Securities shall be increased from the rate shown
above by (i) 0.25% per annum for the first 90-day period immediately following
the Target Registration Date and (ii) an additional 0.25% per annum with respect
to each subsequent 90-day period, in each case until the Exchange Offer is
completed or the Shelf Registration Statement, if required hereby, is declared
effective by the SEC or the Securities become freely tradable under the
Securities Act, up to a maximum of 1.00% per annum of additional interest. The
Holder of this Note is entitled to the benefits of such Registration Rights
Agreement. Additional Interest shall be paid to the same Persons, in the same
manner and at the same times as regular interest.

2. Method of Payment

                By no later than 10:00 a.m. (New York City time) on the date on
which any principal of, premium, if any, or interest on any Security is due and
payable, the Company shall irrevocably deposit with the Trustee or the Paying
Agent money sufficient to pay such principal, premium, if any, and/or interest.
The Company will pay interest (except Defaulted Interest) to the Persons who are
registered Holders of Securities at the close of business on the April 1 or
October 1 next preceding the interest payment date even if Securities are
cancelled, repurchased or redeemed after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal, premium, if any, and
interest in money of the United States that at the time of payment

                                       A-2

<PAGE>

is legal tender for payment of public and private debts. Payments in respect of
Securities represented by a Global Security (including principal, premium, if
any, and interest) will be made by the transfer of immediately available funds
to the accounts specified by The Depository Trust Company or any successor
depository. The Company will make all payments in respect of a Definitive
Security (including principal, premium, if any, and interest) by mailing a check
to the registered address of each Holder thereof; provided, however, that
payments on the Securities may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than 15
days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion).

3. Paying Agent and Registrar

                Initially, JPMorgan Chase Bank (the "Trustee") will act as
Trustee, Paying Agent and Registrar. The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice to any Securityholder.
The Company or any of its domestically organized, wholly owned Subsidiaries may
act as Paying Agent, Registrar or co-registrar.

4. Indenture

                The Company issued the Securities under an Indenture dated as of
October 6, 2003 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Company, the
Subsidiary Guarantors and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on
the date of the Indenture (the "Act"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all terms and provisions of the Indenture, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms.

                The Securities are secured senior obligations of the Company.
The aggregate principal amount of Securities that may be authenticated and
delivered under the Indenture is unlimited provided that at least 80% of the net
cash proceeds from any issuance of Additional Securities are invested in
Additional Assets in accordance with the Indenture. This Security is one of the
10 3/8% Senior Secured Notes, Series A, due 2010 referred to in the Indenture.
The Securities include (i) $210,000,000 aggregate principal amount of the
Company's 10 3/8% Senior Secured Notes, Series A, due 2010 issued under the
Indenture on October 6, 2003 (herein called "Initial Securities"), (ii) if and
when issued, additional 10 3/8% Senior Secured Notes, Series A, due 2010 or 10
3/8% Senior Secured Notes, Series B, due 2010 of the Company that may be issued
from time to time under the Indenture subsequent to October 6, 2003 (herein
called "Additional Securities") as provided in Section 2.1(a) of the Indenture
and (iii) if and when issued, the Company's 10 3/8% Senior Secured Notes, Series
B, due 2010 that may be issued from time to time under the Indenture in exchange
for Initial Securities or Additional Securities in an offer registered under the
Securities Act as provided in the Registration Rights Agreement (herein called
"Exchange Securities"). The Initial Securities, Additional Securities

                                       A-3

<PAGE>

and Exchange Securities are treated as a single class of securities under the
Indenture and shall be secured by first-priority Liens and security interests,
subject to Permitted Liens, in the Collateral. The Indenture imposes certain
limitations on the incurrence of indebtedness, the making of restricted
payments, the sale of assets and subsidiary stock, the incurrence of certain
liens, sale-leaseback transactions, the sale of capital stock of restricted
subsidiaries, the making of payments for consents, the entering into of
agreements that restrict distribution from restricted subsidiaries and the
consummation of mergers and consolidations. The Indenture also imposes
requirements with respect to the provision of financial information and the
provision of guarantees of the Securities by certain subsidiaries.

                To guarantee the due and punctual payment of the principal,
premium, if any, and interest (including post-filing or post-petition interest)
on the Securities and all other amounts payable by the Company under the
Indenture and the Securities when and as the same shall be due and payable,
whether at maturity, by acceleration or otherwise, according to the terms of the
Securities and the Indenture, the Subsidiary Guarantors have unconditionally
guaranteed (and future guarantors, together with the Subsidiary Guarantors, will
unconditionally Guarantee), jointly and severally, such obligations on a senior
basis pursuant to the terms of the Indenture.

5. Redemption

                Except as set forth below, the Securities will not be redeemable
at the option of the Company prior to October 15, 2007. On and after such date,
the Securities will be redeemable, at the Company's option, in whole or in part,
at any time upon not less than 30 nor more than 60 days prior notice mailed by
first-class mail to each Holder's registered address, at the following
redemption prices (expressed in percentages of principal amount), plus accrued
and unpaid interest to the applicable redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date):

                If redeemed during the 12-month period commencing on October 15
of the years set forth below:

                                                                     REDEMPTION
     PERIOD                                                          PRICE
     ------                                                          ----------
     2007                                                            105.188%
     2008                                                            102.594%
     2009 and thereafter                                             100.000%

                In addition, at any time and from time to time prior to October
15, 2006, the Company may redeem in the aggregate up to 35% of the original
principal amount of the Securities with the Net Cash Proceeds of one or more
Equity Offerings at a redemption price (expressed as a percentage of principal
amount) of 110.375% plus accrued and unpaid interest, if any, to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, that:

                                       A-4

<PAGE>

                1.      there is a Public Market at the time of such redemption;

                2.      at least 65% of the original principal amount of the
Securities must remain outstanding after each such redemption; and

                3.      each such redemption occurs within 60 days of the date
of closing of such Equity Offering.

                If the optional redemption date is on or after an interest
record date and on or before the related interest payment date, the accrued and
unpaid interest, if any, will be paid on the optional redemption date to the
Person in whose name the Security is registered at the close of business on such
record date, and no additional interest will be payable to Holders whose
Securities will be subject to redemption by the Company.

                In the case of any partial redemption, selection of the
Securities for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which the
Securities are listed or, if the Securities are not listed, then on a pro rata
basis, by lot or by such other method as the Trustee in its sole discretion
shall deem to be fair and appropriate, although no Securities of $1,000 in
original principal amount or less will be redeemed in part. Any such notice to
the Trustee may be cancelled at any time prior to notice of such redemption
being mailed to any Holder and shall thereby be void and of no effect. If any
Security is to be redeemed in part only, the notice of redemption relating to
such Security shall state the portion of the principal amount thereof to be
redeemed. A new Security in principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon cancellation of
the original Security. On and after the redemption date, interest will cease to
accrue on Securities or portions thereof called for redemption as long as the
Company has deposited with the Paying Agent funds in satisfaction of the
applicable redemption price pursuant to the Indenture.

                Prior to the mailing of any notice of redemption of the
Securities, the Company shall deliver to the Trustee an Officers' Certificate
stating that the Company is entitled to effect such redemption, accompanied by
an opinion of counsel satisfactory to the Trustee, acting reasonably, that the
conditions precedent to the right of redemption have occurred. The Company will
be bound to redeem the Securities on the date fixed for redemption.

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

6. Repurchase Provisions

                If a Change of Control occurs, unless the Company has exercised
its right to redeem all of the Securities as described under paragraph 5 of the
Securities, then such Change of Control shall constitute a triggering event
which shall trigger the obligation of the Company to offer to repurchase from
each Holder all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Securities at a purchase price in cash equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date
of repurchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date) as provided
in, and subject to the terms of, the Indenture.

                                       A-5

<PAGE>

7. Denominations; Transfer; Exchange

                The Securities are in registered form without coupons in
denominations of principal amount of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay a sum sufficient to cover any
taxes and fees required by law or permitted by the Indenture. The Registrar need
not register the transfer of or exchange of any Security (A) for a period
beginning (1) 15 days before the mailing of a notice of an offer to repurchase
or redeem Securities and ending at the close of business on the day of such
mailing or (2) 15 days before an interest payment date and ending on such
interest payment date or (B) called for redemption, except the unredeemed
portion of any Security being redeemed in part.

8. Persons Deemed Owners

                The registered Holder of this Security may be treated as the
owner of it for all purposes.

9. Unclaimed Money

                If money for the payment of principal, premium, if any, or
interest remains unclaimed for two years, the Trustee or Paying Agent shall pay
the money back to the Company at its request unless an abandoned property law
designates another Person. After any such payment, Holders entitled to the money
must look only to the Company for payment as general creditors unless an
abandoned property law designates another person and not to the Trustee for
payment.

10. Defeasance

                Subject to certain exceptions and conditions set forth in the
Indenture, the Company at any time may terminate some or all of its obligations
under the Securities, the Indenture and the Collateral Documents if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal, premium, if any, and interest on the Securities to redemption or
maturity, as the case may be.

11. Amendment, Supplement, Waiver

                Subject to certain exceptions set forth in the Indenture, (i)
the Indenture, the Securities or the Collateral Documents may be amended or
supplemented by the Company, Subsidiary Guarantors and Trustee with the written
consent of the Holders of at least a majority in principal amount of the then
outstanding Securities and (ii) any default (other than with respect to
nonpayment or in respect of a provision that cannot be amended without the
written consent of each Securityholder affected) or noncompliance with any
provision may be waived with the written consent of the Holders of a majority in
principal amount of the then outstanding Securities. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company, Subsidiary Guarantors and the Trustee may amend or
supplement the Indenture, the Securities or the Collateral Documents to cure any
ambiguity, omission, defect or inconsistency, to comply with Article IV or
Article X of the Indenture, to provide for

                                       A-6

<PAGE>

uncertificated Securities in addition to, or in place of, certificated
Securities, to add guarantees with respect to the Securities, to release
Subsidiary Guarantors upon their designation as Unrestricted Subsidiaries or
otherwise in accordance with the Indenture, to secure the Securities, to release
Liens in favor of the Trustee in the Collateral as provided under the Collateral
release provisions, to add additional covenants of the Company, to surrender
rights and powers conferred on the Company, to comply with any requirement of
the SEC in connection with qualifying the Indenture under the Act, to make any
change that does not materially adversely affect the rights of any
Securityholder, or to provide for the issuance of Exchange Securities.

12. Defaults and Remedies

                Under the Indenture, Events of Default include (each of which
are more specially described in the Indenture) (i) default for 30 days in
payment of interest when due on the Securities; (ii) default in payment of
principal or premium, if any, on the Securities at Stated Maturity, upon
required repurchase or upon optional redemption pursuant to paragraph 5 of the
Securities, upon declaration or otherwise; (iii) the failure by the Company or
any Subsidiary Guarantor to comply with its obligations under Article IV or
Section 10.2 of the Indenture; (iv) failure by the Company to comply for 30 days
after written notice with any of their obligations under the covenants described
under Sections 3.2 through 3.12 inclusive, Section 3.16, Section 3.19 and
Section 3.21 of the Indenture (in each case, other than a failure to purchase
Securities when required under the Indenture, which failure shall constitute an
Event of Default under clause (ii) above); (v) the failure by the Company or
VAW-IMCO Guss und Recycling GmbH and Hydro Aluminium Deutschland GmbH to comply
for 60 days after written notice with its other agreements contained in the
Indenture, the Intercompany Note, the Collateral Documents, or under the
Securities (other than those referred to in (i), (ii), (iii) or (iv) above);
(vi) default under any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by the Company or any of its Restricted Subsidiaries (or the
payment of which is guaranteed by the Company or any of its Restricted
Subsidiaries), other than Indebtedness owed to the Company or a Restricted
Subsidiary, whether such Indebtedness or guarantee now exists, or is created
after the date of the Indenture, which default (a) is caused by a failure to pay
any Indebtedness at maturity prior to the expiration of the grace period
provided in such Indebtedness ("payment default") or (b) results in the
acceleration of such Indebtedness prior to its final maturity (the "cross
acceleration provision") and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a payment default or the maturity of which has been
so accelerated, aggregates $10.0 million or more; (vii) certain events of
bankruptcy, insolvency or reorganization of the Company or a Significant
Subsidiary or group of Restricted Subsidiaries that, taken together (as of the
latest audited consolidated financial statements for the Company and its
Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to
or within the meaning of any Bankruptcy Law (the "bankruptcy provisions");
(viii) failure by the Company or any Significant Subsidiary or group of
Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary to pay final judgments
aggregating in excess of $10.0 million (net of any amounts that a reputable and
creditworthy insurance company has acknowledged liability for in writing), which
judgments are not paid, discharged, waived or stayed for a period of 60 days
(the "judgment default provision"); (ix) any Subsidiary Guarantee ceases to be
in full force and effect

                                       A-7

<PAGE>

(except as contemplated by the terms of the Indenture) or is declared null and
void in a judicial proceeding or any Subsidiary Guarantor denies or disaffirms
its obligations under the Indenture or its Subsidiary Guarantee; or (x) with
respect to any Collateral having a fair market value in excess of $10.0 million,
individually or in the aggregate, (A) the security interest under the Collateral
Documents, at any time, ceases to be in full force and effect for any reason
other than in accordance with their terms and the terms of the Indenture and
other than the satisfaction in full of all obligations under the Indenture and
discharge of the Indenture, (B) any security interest created thereunder or
under the Indenture is declared invalid or unenforceable, or (C) the Company or
any Subsidiary Guarantor asserts, in any pleading in any court of competent
jurisdiction, that any such security interest is invalid or unenforceable.
However, a default under clauses (iv) and (v) will not constitute an Event of
Default until the Trustee or the Holders of at least 25% in principal amount of
the outstanding Securities notify the Company of the default and the Company
does not cure such default within the time specified in clauses (iv) and (v)
hereof after receipt of such notice.

                If an Event of Default (other than an Event of Default described
in (vii) hereof) occurs and is continuing, the Trustee by notice to the Company
or the Holders of at least 25% in principal amount of the outstanding Securities
by notice to the Company and the Trustee may declare all the Securities by
notice to the Company to be due and payable immediately. If an Event of Default
described in (vii) hereof occurs and is continuing, the principal of, premium,
if any, and accrued and unpaid interest on all the Securities will become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders.

                Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or security.
Subject to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any continuing Default or
Event of Default (except a Default or Event of Default in payment of principal
or interest) if it determines that withholding notice is in their interest.

13. Trustee Dealings with the Company

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

14. No Recourse Against Others

                An incorporator, director, officer, employee, Affiliate or
stockholder, of each of the Company or any Subsidiary Guarantor, solely by
reason of this status, shall not have any liability for any obligations of the
Company or any Subsidiary Guarantor under the Securities, the Indenture, the
Collateral Documents, any Subsidiary Guarantees or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each

                                       A-8

<PAGE>

Securityholder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities.

15. Authentication

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

16. Abbreviations

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

17. CUSIP, Common Code and ISIN Numbers

                The Company has caused CUSIP, Common Code and ISIN numbers, if
applicable, to be printed on the Securities and has directed the Trustee to use
CUSIP, Common Code and ISIN numbers, if applicable, in notices of redemption or
purchase as a convenience to Securityholders. No representation is made as to
the accuracy of such numbers either as printed on the Securities or as contained
in any notice of redemption or purchase and reliance may be placed only on the
other identification numbers placed thereon.

18. Governing Law

                This Security shall be governed by, and construed in accordance
with, the laws of the State of New York.

                The Company will furnish to any Securityholder upon written
request and without charge to the Securityholder a copy of the Indenture, which
has in it the text of this Security in larger type. Requests may be made to:

                               IMCO Recycling Inc.
                            5215 North O'Connor Road
                                   Suite 1500
                               Dallas, Texas 75039
                                   Attention:

                                      A-9

<PAGE>

                                 ASSIGNMENT FORM

                To assign this Security, fill in the form below:

                I or we assign and transfer this Security to:

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

--------------------------------------------------------------------------------
              (Insert assignee's social security or tax I.D. No.)

        and irrevocably appoint ___________ agent to transfer this Security on
        the books of the Company. The agent may substitute another to act for
        him.


Date:____________________                     Your Signature:___________________

Signature Guarantee:____________________________________________________________
                         (Signature must be guaranteed)

--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

        In connection with any transfer or exchange of any of the Securities
evidenced by this certificate occurring prior to the date that is two years
after the later of the date of original issuance of such Securities and the last
date, if any, on which such Securities were owned by the Company or any
Affiliate of the Company, the undersigned confirms that such Securities are
being:

CHECK ONE BOX BELOW:

        1[ ]    acquired for the undersigned's own account, without transfer;
                or

        2[ ]     transferred to the Company; or

        3[ ]    transferred pursuant to and in compliance with Rule 144A under
                the Securities Act of 1933, as amended (the "Securities Act");
                or

        4[ ]    transferred pursuant to an effective registration statement
                under the Securities Act; or

        5[ ]    transferred pursuant to and in compliance with Regulation S
                under the Securities Act; or

                                      A-10

<PAGE>

        6[ ]    transferred to an institutional "accredited investor" (as
                defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
                Act), that has furnished to the Trustee a signed letter
                containing certain representations and agreements (the form of
                which letter appears as Section 2.7 of the Indenture); or

        7[ ]    transferred pursuant to another available exemption from the
                registration requirements of the Securities Act of 1933, as
                amended.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if box (5), (6) or
(7) is checked, the Company may require, prior to registering any such transfer
of the Securities, in its sole discretion, such legal opinions, certifications
and other information as the Company may reasonably request 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 of 1933, as
amended, such as the exemption provided by Rule 144 under such Act.


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


------------------------------                    ------------------------------
(Signature must be guaranteed)                    Signature


--------------------------------------------------------------------------------
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

        The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


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

                                      A-11

<PAGE>

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

                The following increases or decreases in this Global Security
have been made:

<TABLE>
<CAPTION>
                                                            Principal Amount of    Signature of
           Amount of decrease in   Amount of increase in    this Global Security   authorized signatory
Date of    Principal Amount of     Principal Amount of      following such         of Trustee or
Exchange   this Global Security    this Global Security     decrease or increase   Securities Custodian
--------   ---------------------   ---------------------    --------------------   ---------------------
<S>        <C>                     <C>                      <C>                    <C>

</TABLE>

                                      A-12

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                If you elect to have this Security purchased by the Company
Pursuant to Section 3.5 or 3.10 of the Indenture, check either box:

                                    [ ]   [ ]
                                    3.5   3.10

                If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 3.5 or Section 3.10 of the
Indenture, state the amount in principal amount (must be integral multiple of
$1,000): $____________________________________________ and specify the
denomination or denominations (which shall not be less than the minimum
authorized denomination) of the Securities to be issued to the Holder for the
portion of the within Security not being repurchased (in the absence of any such
specification, one such Security will be issued for the portion not being
repurchased); _________________.


Date: __________ Your Signature ________________________________________________
                                (Sign exactly as your name appears on the other
                                  side of the Security)


Signature Guarantee: ___________________________________________________________
                                (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

                                      A-13

<PAGE>

                                                                       EXHIBIT B

                         [FORM OF FACE OF SERIES B NOTE]

                       [Depository Legend, if applicable]

No. [___]                                   Principal Amount $[___________]
                                            CUSIP NO. __________________________

                               IMCO RECYCLING INC.

                 10 3/8% Senior Secured Note, Series B, due 2010

                IMCO Recycling Inc., a Delaware corporation, promises to pay to
[Cede & Co.],* or its registered assigns, the principal sum of [_______________]
Dollars[, as revised by the Schedule of Increases and Decreases in Global
Security attached hereto],* on October 15, 2010.

                Interest Payment Dates: April 15 and October 15

                Record Dates: April 1 and October 1

                Additional provisions of this Security are set forth on the
other side of this Security.

                                             IMCO RECYCLING INC.


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

TRUSTEE'S CERTIFICATE OF
 AUTHENTICATION

JPMORGAN CHASE BANK as Trustee, certifies that this is one of the Securities
referred to in the Indenture.

By
  -------------------------------
         Authorized Officer                              Date: ________ __, 20__

----------
*       Insert in Global Securities only

                                       B-1

<PAGE>

                     [FORM OF REVERSE SIDE OF SERIES B NOTE]
                               IMCO RECYCLING INC.

                 10 3/8% Senior Secured Note, Series B, due 2010

1. Interest

                IMCO Recycling Inc., a Delaware corporation (such corporation,
and its successors and assigns under the Indenture hereinafter referred to,
being herein called the "Company"), promises to pay interest on the principal
amount of this Security at the rate per annum shown above.

                The Company will pay interest semiannually on April 15 and
October 15 of each year commencing April 15, 2004. Interest on the Securities
will accrue from the most recent date to which interest has been paid on the
Securities or, if no interest has been paid, from October 6, 2003. The Company
shall pay interest on overdue principal, and on overdue premium, if any (plus
interest on such interest to the extent lawful), at the rate borne by the
Securities 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

                By no later than 10:00 a.m. (New York City time) on the date on
which any principal of, premium, if any, or interest on any Security is due and
payable, the Company shall irrevocably deposit with the Trustee or the Paying
Agent money sufficient to pay such principal, premium, if any, and/or interest.
The Company will pay interest (except Defaulted Interest) to the Persons who are
registered Holders of Securities at the close of business on the April 1 or
October 1 next preceding the interest payment date even if Securities are
cancelled, repurchased or redeemed after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal, premium, if any, and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. Payments in respect of
Securities represented by a Global Security (including principal, premium, if
any, and interest) will be made by the transfer of immediately available funds
to the accounts specified by The Depository Trust Company or any successor
depository. The Company will make all payments in respect of a Definitive
Security (including principal, premium, if any, and interest) by mailing a check
to the registered address of each Holder thereof; provided, however, that
payments on the Securities may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than 15
days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion).

                                       B-2

<PAGE>

3. Paying Agent and Registrar

                Initially, JPMorgan Chase Bank (the "Trustee") will act as
Trustee, Paying Agent and Registrar. The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice to any Securityholder.
The Company or any of its domestically organized, wholly owned Subsidiaries may
act as Paying Agent, Registrar or co-registrar.

4. Indenture

                The Company issued the Securities under an Indenture dated as of
October 6, 2003 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Company, the
Subsidiary Guarantors and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on
the date of the Indenture (the "Act"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all terms and provisions of the Indenture, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms.

                The Securities are secured senior obligations of the Company.
The aggregate principal amount of Securities that may be authenticated and
delivered under the Indenture is unlimited provided that at least 80% of the net
cash proceeds from any issuance of Additional Securities are invested in
Additional Assets in accordance with the Indenture. This Security is one of the
10 3/8% Senior Secured Notes, Series A, due 2010 referred to in the Indenture.
The Securities include (i) $210,000,000 aggregate principal amount of the
Company's 10 3/8% Senior Secured Notes, Series A, due 2010 issued under the
Indenture on October 6, 2003 (herein called "Initial Securities"), (ii) if and
when issued, additional 10 3/8% Senior Secured Notes, Series A, due 2010 or 10
3/8% Senior Secured Notes, Series B, due 2010 of the Company that may be issued
from time to time under the Indenture subsequent to October 6, 2003 (herein
called "Additional Securities") as provided in Section 2.1(a) of the Indenture
and (iii) if and when issued, the Company's 10 3/8% Senior Secured Notes, Series
B, due 2010 that may be issued from time to time under the Indenture in exchange
for Initial Securities or Additional Securities in an offer registered under the
Securities Act as provided in the Registration Rights Agreement (herein called
"Exchange Securities"). The Initial Securities, Additional Securities and
Exchange Securities are treated as a single class of securities under the
Indenture and shall be secured by first-priority Liens and security interests,
subject to Permitted Liens, in the Collateral. The Indenture imposes certain
limitations on the incurrence of indebtedness, the making of restricted
payments, the sale of assets and subsidiary stock, the incurrence of certain
liens, sale-leaseback transactions, the sale of capital stock of restricted
subsidiaries, the making of payments for consents, the entering into of
agreements that restrict distribution from restricted subsidiaries and the
consummation of mergers and consolidations. The Indenture also imposes
requirements with respect to the provision of financial information and the
provision of guarantees of the Securities by certain subsidiaries.

                To guarantee the due and punctual payment of the principal,
premium, if any, and interest (including post-filing or post-petition interest)
on the Securities and all other amounts payable by the Company under the
Indenture and the Securities when and as the same shall be

                                       B-3

<PAGE>

due and payable, whether at maturity, by acceleration or otherwise, according to
the terms of the Securities and the Indenture, the Subsidiary Guarantors have
unconditionally guaranteed (and future guarantors, together with the Subsidiary
Guarantors, will unconditionally Guarantee), jointly and severally, such
obligations on a senior basis pursuant to the terms of the Indenture.

5. Redemption

                Except as set forth below, the Securities will not be redeemable
at the option of the Company prior to October 15, 2007. On and after such date,
the Securities will be redeemable, at the Company's option, in whole or in part,
at any time upon not less than 30 nor more than 60 days prior notice mailed by
first-class mail to each Holder's registered address, at the following
redemption prices (expressed in percentages of principal amount), plus accrued
and unpaid interest to the applicable redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date):

                If redeemed during the 12-month period commencing on October 15
of the years set forth below:

                                                                     REDEMPTION
     PERIOD                                                          PRICE
     ------                                                          ----------
     2007                                                            105.188%
     2008                                                            102.594%
     2009 and thereafter                                             100.000%

                In addition, at any time and from time to time prior to October
15, 2006, the Company may redeem in the aggregate up to 35% of the original
principal amount of the Securities with the Net Cash Proceeds of one or more
Equity Offerings at a redemption price (expressed as a percentage of principal
amount) of 110.375% plus accrued and unpaid interest, if any, to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, that:

                1.      there is a Public Market at the time of such redemption;

                2.      at least 65% of the original principal amount of the
Securities must remain outstanding after each such redemption; and

                3.      each such redemption occurs within 60 days of the date
of closing of such Equity Offering.

                If the optional redemption date is on or after an interest
record date and on or before the related interest payment date, the accrued and
unpaid interest, if any, will be paid on the optional redemption date to the
Person in whose name the Security is registered at the close of business on such
record date, and no additional interest will be payable to Holders whose
Securities will be subject to redemption by the Company.

                                       B-4

<PAGE>

                In the case of any partial redemption, selection of the
Securities for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which the
Securities are listed or, if the Securities are not listed, then on a pro rata
basis, by lot or by such other method as the Trustee in its sole discretion
shall deem to be fair and appropriate, although no Securities of $1,000 in
original principal amount or less will be redeemed in part. Any such notice to
the Trustee may be cancelled at any time prior to notice of such redemption
being mailed to any Holder and shall thereby be void and of no effect. If any
Security is to be redeemed in part only, the notice of redemption relating to
such Security shall state the portion of the principal amount thereof to be
redeemed. A new Security in principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon cancellation of
the original Security. On and after the redemption date, interest will cease to
accrue on Securities or portions thereof called for redemption as long as the
Company has deposited with the Paying Agent funds in satisfaction of the
applicable redemption price pursuant to the Indenture.

                Prior to the mailing of any notice of redemption of the
Securities, the Company shall deliver to the Trustee an Officers' Certificate
stating that the Company is entitled to effect such redemption, accompanied by
an opinion of counsel satisfactory to the Trustee, acting reasonably, that the
conditions precedent to the right of redemption have occurred. The Company will
be bound to redeem the Securities on the date fixed for redemption.

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

6. Repurchase Provisions

                If a Change of Control occurs, unless the Company has exercised
its right to redeem all of the Securities as described under paragraph 5 of the
Securities, then such Change of Control shall constitute a triggering event
which shall trigger the obligation of the Company to offer to repurchase from
each Holder all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Securities at a purchase price in cash equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date
of repurchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date) as provided
in, and subject to the terms of, the Indenture.

7. Denominations; Transfer; Exchange

                The Securities are in registered form without coupons in
denominations of principal amount of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay a sum sufficient to cover any
taxes and fees required by law or permitted by the Indenture. The Registrar need
not register the transfer of or exchange of any Security (A) for a period
beginning (1) 15 days before the mailing of a notice of an offer to repurchase
or redeem Securities and ending at the close of business on the day of such
mailing or (2) 15 days before an interest payment date and ending on such
interest payment date or (B) called for redemption, except the unredeemed
portion of any Security being redeemed in part.

                                       B-5

<PAGE>

8. Persons Deemed Owners

                The registered Holder of this Security may be treated as the
owner of it for all purposes.

9. Unclaimed Money

                If money for the payment of principal premium, if any, or
interest remains unclaimed for two years, the Trustee or Paying Agent shall pay
the money back to the Company at its request unless an abandoned property law
designates another Person. After any such payment, Holders entitled to the money
must look only to the Company for payment as general creditors unless an
abandoned property law designates another person and not to the Trustee for
payment.

10. Defeasance

                Subject to certain exceptions and conditions set forth in the
Indenture, the Company at any time may terminate some or all of its obligations
under the Securities and the Indenture if the Company deposits with the Trustee
money or U.S. Government Obligations for the payment of principal, premium, if
any, and interest on the Securities to redemption or maturity, as the case may
be.

11. Amendment, Supplement, Waiver

                Subject to certain exceptions set forth in the Indenture, (i)
the Indenture, the Securities or the Collateral Documents may be amended or
supplemented by the Company, Subsidiary Guarantors and Trustee with the written
consent of the Holders of at least a majority in principal amount of the then
outstanding Securities and (ii) any default (other than with respect to
nonpayment or in respect of a provision that cannot be amended without the
written consent of each Securityholder affected) or noncompliance with any
provision may be waived with the written consent of the Holders of a majority in
principal amount of the then outstanding Securities. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company, Subsidiary Guarantors and the Trustee may amend or
supplement the Indenture, the Securities or the Collateral Documents to cure any
ambiguity, omission, defect or inconsistency, to comply with Article IV or
Article X of the Indenture, to provide for uncertificated Securities in addition
to, or in place of, certificated Securities, to add guarantees with respect to
the Securities, to release Subsidiary Guarantors upon their designation as
Unrestricted Subsidiaries or otherwise in accordance with the Indenture, to
secure the Securities, to release Liens in favor of the Trustee in the
Collateral as provided under the Collateral release provisions, to add
additional covenants of the Company, to surrender rights and powers conferred on
the Company, to comply with any requirement of the SEC in connection with
qualifying the Indenture under the Act, to make any change that does not
materially adversely affect the rights of any Securityholder, or to provide for
the issuance of Exchange Securities.

12. Defaults and Remedies

                Under the Indenture, Events of Default include (each of which
are more specially described in the Indenture) (i) default for 30 days in
payment of interest when due on the

                                       B-6

<PAGE>

Securities; (ii) default in payment of principal or premium, if any, on the
Securities at Stated Maturity, upon required repurchase or upon optional
redemption pursuant to paragraph 5 of the Securities, upon declaration or
otherwise; (iii) the failure by the Company or any Subsidiary Guarantor to
comply with its obligations under Article IV or Section 10.2 of the Indenture;
(iv) failure by the Company to comply for 30 days after written notice with any
of their obligations under the covenants described under Sections 3.2 through
3.12 inclusive, Section 3.16, Section 3.19 and Section 3.21 of the Indenture (in
each case, other than a failure to purchase Securities when required under the
Indenture, which failure shall constitute an Event of Default under clause (ii)
above); (v) the failure by the Company or VAW-IMCO Guss und Recycling GmbH and
Hydro Aluminium Deutschland GmbH to comply for 60 days after written notice with
its other agreements contained in the Indenture, the Intercompany Note, the
Collateral Documents, or under the Securities (other than those referred to in
(i), (ii), (iii) or (iv) above); (vi) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries), other than Indebtedness owed to the Company
or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists,
or is created after the date of the Indenture, which default (a) is caused by a
failure to pay any Indebtedness at maturity prior to the expiration of the grace
period provided in such Indebtedness ("payment default") or (b) results in the
acceleration of such Indebtedness prior to its final maturity (the "cross
acceleration provision") and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a payment default or the maturity of which has been
so accelerated, aggregates $10.0 million or more; (vii) certain events of
bankruptcy, insolvency or reorganization of the Company or a Significant
Subsidiary or group of Restricted Subsidiaries that, taken together (as of the
latest audited consolidated financial statements for the Company and its
Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to
or within the meaning of any Bankruptcy Law (the "bankruptcy provisions");
(viii) failure by the Company or any Significant Subsidiary or group of
Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary to pay final judgments
aggregating in excess of $10.0 million (net of any amounts that a reputable and
creditworthy insurance company has acknowledged liability for in writing), which
judgments are not paid, discharged, waived or stayed for a period of 60 days
(the "judgment default provision"); (ix) any Subsidiary Guarantee ceases to be
in full force and effect (except as contemplated by the terms of the Indenture)
or is declared null and void in a judicial proceeding or any Subsidiary
Guarantor denies or disaffirms its obligations under the Indenture or its
Subsidiary Guarantee; or (x) with respect to any Collateral having a fair market
value in excess of $10.0 million, individually or in the aggregate, (A) the
security interest under the Collateral Documents, at any time, ceases to be in
full force and effect for any reason other than in accordance with their terms
and the terms of the Indenture and other than the satisfaction in full of all
obligations under the Indenture and discharge of the Indenture, (B) any security
interest created thereunder or under the Indenture is declared invalid or
unenforceable, or (C) the Company or any Subsidiary Guarantor asserts, in any
pleading in any court of competent jurisdiction, that any such security interest
is invalid or unenforceable. However, a default under clauses (iv) and (v) will
not constitute an Event of Default until the Trustee or the Holders of at least
25% in principal amount of the outstanding Securities notify the Company of the
default

                                       B-7

<PAGE>

and the Company does not cure such default within the time specified in clauses
(iv) and (v) hereof after receipt of such notice.

                If an Event of Default (other than an Event of Default described
in (vii) hereof) occurs and is continuing, the Trustee by notice to the Company
or the Holders of at least 25% in principal amount of the outstanding Securities
by notice to the Company and the Trustee may declare all the Securities by
notice to the Company to be due and payable immediately. If an Event of Default
described in (vii) hereof occurs and is continuing, the principal of, premium,
if any, and accrued and unpaid interest on all the Securities will become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders.

                Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or security.
Subject to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any continuing Default or
Event of Default (except a Default or Event of Default in payment of principal
or interest) if it determines that withholding notice is in their interest.

13. Trustee Dealings with the Company

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

14. No Recourse Against Others

                An incorporator, director, officer, employee, Affiliate or
stockholder, of each of the Company or any Subsidiary Guarantor, solely by
reason of this status, shall not have any liability for any obligations of the
Company or any Subsidiary Guarantor under the Securities, the Indenture, the
Collateral Documents, any Subsidiary Guarantees or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.

15. Authentication

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

16. Abbreviations

                Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (= tenants in common), TEN ENT (=
tenants by the entirety), JT

                                       B-8

<PAGE>

TEN (= joint tenants with rights of survivorship and not as tenants in common),
CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors Act).

17. CUSIP, Common Code and ISIN Numbers

                The Company has caused CUSIP, Common Code and ISIN numbers, if
applicable, to be printed on the Securities and has directed the Trustee to use
CUSIP, Common Code and ISIN numbers, if applicable, in notices of redemption or
purchase a convenience to Securityholders. No representation is made as to the
accuracy of such numbers either as printed on the Securities or as contained in
any notice of redemption or purchase and reliance may be placed only on the
other identification numbers placed thereon.

18. Governing Law

                This Security shall be governed by, and construed in accordance
with, the laws of the State of New York.

                The Company will furnish to any Securityholder upon written
request and without charge to the Securityholder a copy of the Indenture which
has in it the text of this Security in larger type. Requests may be made to:

                               IMCO Recycling Inc.
                            5215 North O'Connor Road
                                   Suite 1500
                               Dallas, Texas 75039
                                   Attention:

                                       B-9

<PAGE>

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to:

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

--------------------------------------------------------------------------------
               (Insert assignee's social security or tax I.D. No.)

and irrevocably appoint ____________ agent to transfer this Security on the
books of the Company. The agent may substitute another to act for him.

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

Date: _______________  Your Signature __________________________________________

Signature Guarantee: ___________________________________________________________
                              (Signature must be guaranteed)

--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

                                      B-10

<PAGE>

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

                The following increases or decreases in this Global Security
have been made:

<TABLE>
<CAPTION>
                                                            Principal Amount of    Signature of
           Amount of decrease in   Amount of increase in    this Global Security   authorized signatory
Date of    Principal Amount of     Principal Amount of      following such         of Trustee or
Exchange   this Global Security    this Global Security     decrease or increase   Securities Custodian
--------   ---------------------   ---------------------    --------------------   --------------------
<S>        <C>                     <C>                      <C>                    <C>

</TABLE>

                                      B-11

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                If you elect to have this Security purchased by the Company
pursuant to Section 3.5 or 3.10 of the Indenture, check either box:

                                    [ ]   [ ]
                                    3.5   3.10

                If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 3.5 or Section 3.10 of the
Indenture, state the amount in principal amount (must be integral multiple of
$1,000): $____________________________________________ and specify the
denomination or denominations (which shall not be less than the minimum
authorized denomination) of the Securities to be issued to the Holder for the
portion of the within Security not being repurchased (in the absence of any such
specification, one such Security will be issued for the portion not being
repurchased); _________________.

Date: _______________      Your Signature: _____________________________________
                                           (Sign exactly as your name appears on
                                             the other side of the Security)

Signature Guarantee: ___________________________________________________________
                               (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

                                      B-12

<PAGE>

                                                                       EXHIBIT C

            FORM OF INDENTURE SUPPLEMENT TO ADD SUBSIDIARY GUARANTORS

                This Supplemental Indenture, dated as of [_______ __], 20__
(this "Supplemental Indenture" or "Guarantee"), among [name of future Subsidiary
Guarantor] (the "Guarantor"), IMCO Recycling Inc. (together with its successors
and assigns, the "Company"), each other then existing Subsidiary Guarantor under
the Indenture referred to below, and JPMorgan Chase Bank, as Trustee under the
Indenture referred to below.

                              W I T N E S S E T H:

                WHEREAS, the Company, the Subsidiary Guarantors and the Trustee
have heretofore executed and delivered an Indenture, dated as of October 6, 2003
(as amended, supplemented, waived or otherwise modified, the "Indenture"),
providing for the issuance of an aggregate principal amount of $210.0 million of
10 3/8% Senior Secured Notes due 2010 of the Company (the "Securities");

                WHEREAS, Section 3.12 of the Indenture provides that the Company
is required to cause each Restricted Subsidiary other than a Foreign Subsidiary
or Receivables Entity created or acquired by the Company or one or more
Restricted Subsidiaries to execute and deliver to the Trustee a supplemental
indenture pursuant to which such Subsidiary Guarantor will unconditionally
Guarantee, on a joint and several basis with the other Subsidiary Guarantors,
the full and prompt payment of the principal of, premium, if any, and interest
on the Securities on a senior basis; and

                WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee
and the Company are authorized to execute and deliver this Supplemental
Indenture to amend or supplement the Indenture, without the consent of any
Securityholder;

                NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Guarantor, the Company, the other Subsidiary Guarantors and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of
the Securities as follows:

                                   ARTICLE I

                                   Definitions

                SECTION 1.1   Defined Terms. As used in this Supplemental
Indenture, terms defined in the Indenture or in the preamble or recital hereto
are used herein as therein defined. The words "herein," "hereof" and "hereby"
and other words of similar import used in this

                                       C-1

<PAGE>

Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.

                                   ARTICLE II

                        Agreement to be Bound; Guarantee

                SECTION 2.1   Agreement to be Bound. The Guarantor hereby
becomes a party to the Indenture as a Subsidiary Guarantor and as such will have
all of the rights and be subject to all of the obligations and agreements of a
Subsidiary Guarantor under the Indenture. The Guarantor agrees to be bound by
all of the provisions of the Indenture applicable to a Subsidiary Guarantor and
to perform all of the obligations and agreements of a Subsidiary Guarantor under
the Indenture.

                SECTION 2.2   Guarantee. The Guarantor agrees, on a joint and
several basis with all the existing Subsidiary Guarantors, to fully,
unconditionally and irrevocably Guarantee to each Holder of the Securities and
the Trustee the Obligations pursuant to Article X of the Indenture on a senior
basis.

                                  ARTICLE III

                                  Miscellaneous

                SECTION 3.1   Notices. All notices and other communications to
the Guarantor shall be given as provided in the Indenture to the Guarantor, at
its address set forth below, with a copy to the Company as provided in the
Indenture for notices to the Company.

                SECTION 3.2   Parties. Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Supplemental Indenture or the Indenture or any
provision herein or therein contained.

                SECTION 3.3   Governing Law. This Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of New
York.

                SECTION 3.4   Severability Clause. In case any provision in this
Supplemental Indenture 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 and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability.

                SECTION 3.5   Ratification of Indenture; Supplemental Indentures
Part of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every

                                       C-2

<PAGE>

Holder of Securities heretofore or hereafter authenticated and delivered shall
be bound hereby. The Trustee makes no representation or warranty as to the
validity or sufficiency of this Supplemental Indenture or with respect to the
recitals contained herein, all of which recitals are made solely by the other
parties hereto.

                SECTION 3.6   Counterparts. The parties hereto may sign one or
more copies of this Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement.

                SECTION 3.7   Headings. The headings of the Articles and the
sections in this Guarantee are for convenience of reference only and shall not
be deemed to alter or affect the meaning or interpretation of any provisions
hereof.

                                       C-3

<PAGE>

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

                                              [SUBSIDIARY GUARANTOR],
                                              as a Guarantor

                                              By:_______________________________
                                                 Name:
                                                 Title:
                                                 [Address]

                                              JPMORGAN CHASE BANK, as Trustee

                                              By:_______________________________
                                                 Name:
                                                 Title:

                                              IMCO RECYCLING INC.

                                              By:_______________________________
                                                 Name:
                                                 Title: