<PAGE>

                                                                     EXHIBIT 4.1
 
================================================================================


                           EARLE M. JORGENSEN COMPANY

                                       TO

                    UNITED STATES TRUST COMPANY OF NEW YORK


                              ____________________



                                   INDENTURE


                           Dated as of March 24, 1998


                             _____________________



                                  $105,000,000


                              9 1/2% Senior Notes

                                    due 2005


================================================================================
<PAGE>
 
                           EARLE M. JORGENSEN COMPANY

               RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT
         OF 1939, AS AMENDED AND INDENTURE, DATED AS OF MARCH 24, 1998


<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                                INDENTURE SECTION
<S>                                                           <C>
   (S) 310(a)(1)      ..........................................      608
          (a)(2)      ..........................................      608
          (a)(4)      ..........................................      608
          (a)(5)      ..........................................      608
          (b)         ..........................................      609
   (S) 311(a)         ..........................................      613
          (b)         ..........................................      613
          (b)(2)      ..........................................      613
   (S) 312(c)         ..........................................      701
   (S) 313(a)         ..........................................      702
          (b)         ..........................................      702
          (c)         ..........................................      702
          (d)         ..........................................      702
   (S) 314(a)         ..........................................      703
          (a)(4)      ..........................................      1008(a)
          (c)(1)      ..........................................      102
          (c)(2)      ..........................................      102
          (c)(3)      ..........................................      102
          (e)         ..........................................      102
   (S) 315(b)         ..........................................      602
          (e)         .........................................       515
   (S) 316(a)(last
          sentence)   ..........................................      101
          (a)(1)(A)   ..........................................      502, 512
          (a)(1)(B)   ..........................................      513
          (b)         ..........................................      508
          (c)         ..........................................      104(d)
   (S) 317(a)(1)      ..........................................      503
          (a)(2)      ..........................................      504
          (b)         ..........................................      1003
   (S) 318(a)         ..........................................      111

</TABLE>

*  This Reconciliation and tie sheet shall not, for any purpose, be decreed to
   be a part of this Indenture.
<PAGE>
 
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>

PARTIES....................................................................   1
RECITALS OF THE COMPANY....................................................   1

                                  ARTICLE ONE
                       DEFINITIONS AND OTHER PROVISIONS 
                            OF GENERAL APPLICATION

 Definitions...............................................................   2
     Affiliate.............................................................   2
     Agent.................................................................   3
     APB 16................................................................   3
     Asset Disposition.....................................................   3
     Attributable Debt.....................................................   3
     Bankruptcy Law........................................................   3
     Board of Directors....................................................   3
     Board Resolution......................................................   3
     Business Day..........................................................   3
     Capital Stock.........................................................   3
     Capitalized Lease Obligation..........................................   3
     Cash Equivalents......................................................   4
     Change of Control.....................................................   4
     Common Stock..........................................................   6
     Company...............................................................   6
     Company Order or Company Request......................................   6
     Consolidated Cash Flow................................................   6
     Consolidated Net Income...............................................   6
     Consolidated Net Worth................................................   7
     Corporate Trust Office................................................   7
     Credit Facility.......................................................   7
     Default...............................................................   7
     Depositary                                                               7
     Designated Facilities.................................................   7
     Eligible Accounts Receivable..........................................   8
     ERISA.................................................................   8
     ESOP..................................................................   8
</TABLE>

______________________

Note: This table of contents shall not, for any purpose, be deemed to be a
      part of this Indenture.
<PAGE>
 
<TABLE>
<CAPTION> 
                                                                            PAGE
     <S>                                                                    <C> 
     Event of Default......................................................    8
     Exchange Act..........................................................    8
     Exchange Offer........................................................    8
     Exchange Offer Registration Statement.................................    8
     Excluded Facility.....................................................    8
     Financing Disposition.................................................    8
     Fixed Charges.........................................................    8
     Fixed Charge Coverage Ratio...........................................    9
     Foreign Subsidiary....................................................    9
     GAAP..................................................................    9
     Global Notes..........................................................    9
     Heller Documents......................................................    9
     Holder................................................................   10
     Holding...............................................................   10
     Indebtedness..........................................................   10
     Indenture.............................................................   10
     Interest Rate Contracts...............................................   11
     Interest Payment Date.................................................   11
     Issue Date............................................................   11
     Inventory.............................................................   11
     Investments...........................................................   11
     Kelso.................................................................   11
     Legal Holiday.........................................................   11
     Lien..................................................................   11
     Life Insurance Policies...............................................   12
     Life Insurance Policy Loan............................................   12
     Management Agreement..................................................   12
     Material Subsidiary...................................................   12
     Maturity Date.........................................................   12
     Net Proceeds..........................................................   12
     New Credit Facility...................................................   13
     Non-U.S. Person.......................................................   13
     Note Register" and "Note Registrar....................................   13
     Notes.................................................................   13
     Offer to Purchase.....................................................   13
     Officer...............................................................   13
     Officers' Certificate.................................................   13
     Offshore Global Note..................................................   13
     Offshore Physical Note................................................   13
     Opinion of Counsel....................................................   14
</TABLE>
                                      ii
<PAGE>
 
<TABLE>
<CAPTION>
                                                                            PAGE
     <S>                                                                    <C>
     Outstanding...........................................................   14
     Paying Agent..........................................................   15
     Permitted Holders.....................................................   15
     Permitted Indebtedness................................................   15
     Permitted Investment Amount...........................................   17
     Permitted Liens.......................................................   17
     Permitted Transactions................................................   18
     Person" or "person....................................................   19
     Physical Notes........................................................   19
     Predecessor Note......................................................   19
     principal.............................................................   19
     Proceeds Offer........................................................   19
     Property..............................................................   19
     Purchase Date.........................................................   19
     QIB...................................................................   20
     Receivable............................................................   20
     Receivables Entity....................................................   20
     Receivables Financing.................................................   20
     Receivables Subsidiary................................................   20
     Record Date...........................................................   20
     Redeemable Stock......................................................   20
     Redemption Date.......................................................   20
     Redemption Price......................................................   21
     Refinancing Transactions..............................................   21
     Regulation S..........................................................   21
     Repurchase Date.......................................................   21
     Restricted Payments...................................................   21
     Restricted Subsidiary.................................................   21
     Rule 144A.............................................................   22
     Sale and Leaseback Transaction........................................   22
     SEC...................................................................   22
     Securities Act........................................................   22
     Senior Indebtedness...................................................   22
     Series A Notes........................................................   22
     Series B Notes........................................................   22
     Shelf Registration Statement..........................................   22
     Special Record Date...................................................   22
     Special Term Loan Agreement...........................................   23
     Stockholders' Agreement...............................................   23
     Subordinated Indebtedness.............................................   23
</TABLE>
                                      iii
<PAGE>
 
<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
     Subsidiary............................................................   23
     Surviving Entity......................................................   23
     Tax Allocation Agreement..............................................   23
     Trust Indenture  Act" or "TIA.........................................   23
     Trustee...............................................................   23
     Trust Officer.........................................................   24
     U.S. Global Note......................................................   24
     U.S. Government Obligations...........................................   24
     U.S. Legal Tender.....................................................   24
     U.S. Physical Note....................................................   24
     Unrestricted Subsidiary...............................................   24
     Wholly Owned Restricted Subsidiary....................................   24
SECTION 102.  Compliance Certificates and Opinions.........................   25
SECTION 103.  Form of Documents Delivered to Trustee.......................   25
SECTION 104.  Acts of Holders..............................................   26
SECTION 105.  Notices, Etc., to Trustee and Company........................   28
SECTION 106.  Notice to Holders; Waiver....................................   28
SECTION 107.  Effect of Headings, Table of Contents and Recitals...........   29
SECTION 108.  Successors and Assigns.......................................   29
SECTION 109.  Separability Clause..........................................   29
SECTION 110.  Benefits of Indenture........................................   29
SECTION 111.  Governing Law................................................   29
SECTION 112.  Legal Holidays...............................................   30
SECTION 113.  No Recourse Against Others...................................   30
SECTION 114.  Exhibits and Schedules.......................................   30
SECTION 115.  Counterparts.................................................   31
SECTION 116.  Duplicate Originals..........................................   31
SECTION 117.  Incorporation by Reference of TIA............................   31

                                  ARTICLE TWO
                                  NOTES FORMS

SECTION 201.  Forms Generally..............................................   31
SECTION 202.  Restrictive Legends..........................................   33
SECTION 203.  Form of Face of Note and Series B Note.......................   35
SECTION 204.  Form of Reverse of Note......................................   38
SECTION 205.  Form of Trustee's Certificate of Authentication..............   43
SECTION 206.  Form of Transfer Notice for the Notes........................   44
</TABLE>
                                      iv
<PAGE>
 
                                 ARTICLE THREE
                                   THE NOTES

<TABLE>
<CAPTION>
                                                                            PAGE
<C>           <S>                                                           <C> 
SECTION 301.  Title and Terms..............................................   47
SECTION 302.  Denominations................................................   47
SECTION 303.  Execution, Authentication, Delivery and Dating...............   48
SECTION 304.  Temporary Notes..............................................   49
SECTION 305.  Registration, Registration of Transfer and Exchange..........   50
SECTION 306.  Mutilated, Destroyed, Lost and Stolen Notes..................   51
SECTION 307.  Payment of Interest; Interest Rights Preserved...............   52
SECTION 308.  Persons Deemed Owners........................................   54
SECTION 309.  Cancellation.................................................   54
SECTION 310.  Computation of Interest......................................   54
SECTION 311.  Book-Entry Provisions for Global Notes.......................   55
SECTION 312.  Transfer Provisions..........................................   56
SECTION 313.  Form of Regulation S Certificate.............................   64
SECTION 314.  Form of Rule 144A Certificate................................   66
SECTION 315.  CUSIP Numbers................................................   67

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture......................   68
SECTION 402.  Application of Trust Money...................................   69

                                  ARTICLE FIVE
                                    REMEDIES

SECTION 501.  Events of Default............................................   69
SECTION 502.  Acceleration of Maturity Date; Rescission
              and Annulment................................................   72
SECTION 503.  Collection of Indebtedness and Suits
              for Enforcement by Trustee...................................   73
SECTION 504.  Trustee May File Proofs of Claim.............................   74
SECTION 505.  Trustee May Enforce Claims Without Possession of Notes.......   75
SECTION 506.  Priorities...................................................   76
SECTION 507.  Limitation on Suits..........................................   76
SECTION 508   Unconditional Right of Holders to Receive Principal,
              Premium and Interest.........................................   77
SECTION 509.  Restoration of Rights and Remedies...........................   77
SECTION 510.  Rights and Remedies Cumulative...............................   78
SECTION 511.  Delay or Omission Not Waiver.................................   78
SECTION 512.  Control by Holders...........................................   78
</TABLE>
                                       v
<PAGE>
 
<TABLE>
<CAPTION> 
                                                                            PAGE
<C>           <S>                                                           <C> 
SECTION 513.  Waiver of Past Default.......................................   79
SECTION 514.  Undertaking for Costs........................................   79
 
                                  ARTICLE SIX
                                    TRUSTEE

SECTION 601.  Duties of Trustee............................................   80
SECTION 602.  Rights of Trustee............................................   81
SECTION 603.  Individual Rights of Trustee.................................   82
SECTION 604.  Trustee's Disclaimer.........................................   83
SECTION 605.  Notice of Default............................................   83
SECTION 606.  Reports by Trustee to Holders................................   83
SECTION 607.  Compensation and Indemnity...................................   84
SECTION 608.  Replacement of Trustee.......................................   85
SECTION 609.  Successor Trustee by Merger, Etc.............................   86
SECTION 610.  Eligibility; Disqualification................................   86
SECTION 611.  Preferential Collection of Claims against Company............   87
SECTION 612.  Acceptance of Appointment by Successor.......................   87

                                 ARTICLE SEVEN
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  Disclosure of Names and Addresses of Holders.................   87
SECTION 702.  Reports by Trustee...........................................   88

                                 ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.........   88
SECTION 802.  Opinion of Counsel to Trustee; Officers' Certificate.........   89
SECTION 803.  Successor Corporation Substituted............................   89

                                  ARTICLE NINE
                            SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures Without Consent of Holders...........   89
SECTION 902.  Supplemental Indentures with Consent of Holders..............   91
SECTION 903.  Execution of Supplemental Indentures.........................   92
SECTION 904.  Effect of Supplemental Indentures............................   93
SECTION 905.  Conformity with Trust Indenture Act..........................   93
SECTION 906.  Reference in Notes to Supplemental Indentures................   93

</TABLE>

                                      vi
<PAGE>
 
<TABLE>
<CAPTION> 
                                                                            PAGE
<C>            <S>                                                          <C>
SECTION 907.   Notice of Supplemental Indentures...........................    93
SECTION 908.   Effect of Consents..........................................    93

                                  ARTICLE TEN
                                   COVENANTS

SECTION 1001.  Payment of Notes............................................    94
SECTION 1002.  Maintenance of Office or Agency.............................    94
SECTION 1003.  Corporate Existence.........................................    95
SECTION 1004.  Payment of Taxes and Other Claims...........................    95
SECTION 1005.  Maintenance of Properties and Insurance.....................    96
SECTION 1006.  Compliance Certificate; Notice of Default...................    96
SECTION 1007.  SEC Reports.................................................    97
SECTION 1008.  Waiver of Stay, Extension or Usury Laws.....................    98
SECTION 1009.  Limitation on Restricted Payments...........................    98
SECTION 1010.  Limitation on Indebtedness..................................   100
SECTION 1011.  Limitation on Liens.........................................   101
SECTION 1012.  Limitation on Sale and Leaseback Transactions...............   101
SECTION 1013.  Limitations on Dispositions of Assets.......................   101
SECTION 1014.  Limitation on Restricted Subsidiary Dividends...............   105
SECTION 1015.  Limitation on Transactions with Affiliates..................   106
SECTION 1016.  Limitation on Investments...................................   107
SECTION 1017.  Money for Note Payments to Be Held in Trust.................   107

                                 ARTICLE ELEVEN
                              REDEMPTION OF NOTES

SECTION 1101.  Right of Redemption.........................................   109
SECTION 1102.  Applicability of Article....................................   109
SECTION 1103.  Election to Redeem; Notice to Trustee.......................   109
SECTION 1104.  Selection by Trustee of Notes to Be Redeemed................   110
SECTION 1105.  Notice of Redemption........................................   110
SECTION 1106.  Deposit of Redemption Price.................................   111
SECTION 1107.  Notes Payable on Redemption Date............................   111
SECTION 1108.  Notes Redeemed in Part......................................   112

                                  ARTICLE TWELVE
                           RIGHT TO REQUIRE REPURCHASE

SECTION 1201.  Repurchase of Notes at Option of the Holder
               Upon Change of Control......................................   112
</TABLE> 
                                      vii
<PAGE>
 
                               ARTICLE THIRTEEN
                      DEFEASANCE AND COVENANT DEFEASANCE

<TABLE> 
<CAPTION> 
                                                                             PAGE
<C>            <S>                                                           <C> 
SECTION 1301.  Company's Option to Effect Defeasance
               or Covenant Defeasance......................................   115
SECTION 1302.  Defeasance and Discharge....................................   115
SECTION 1303.  Covenant Defeasance.........................................   116
SECTION 1304.  Conditions to Defeasance or Covenant Defeasance.............   116
SECTION 1305.  Deposited Money and U.S. Government Obligations to Be Held
               in Trust; Other Miscellaneous Provisions....................   118
SECTION 1306.  Reinstatement...............................................   119



TESTIMONIUM................................................................   100

SIGNATURES AND SEALS.......................................................   100
</TABLE> 

                                     viii
<PAGE>
 
          INDENTURE, dated as of March 24, 1998 by and between EARLE M.
JORGENSEN COMPANY, a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Company"), having its principal office
at 3050 East Birch Street, Brea, CA  92621, and UNITED STATES TRUST COMPANY OF
NEW YORK, a New York banking corporation (herein called the "Trustee").


                            RECITALS OF THE COMPANY

          The Company has duly authorized the creation of an issue of 9 1/2%
Senior Notes due 2005 (herein called the "Series A Notes"), and its 9 1/2%
Series B Senior Notes due 2005 (the "Series B Notes" and, together with the
Series A Notes, the "Notes") of substantially the tenor and amount hereinafter
set forth, and to provide therefor, the Company has duly authorized the
execution and delivery of this Indenture.

          Upon the issuance of the Series B Notes, if any, or the effectiveness
of the Shelf Registration Statement (as defined herein), this Indenture will be
subject to the provisions of the Trust Indenture Act of 1939, as amended, that
are required to be part of this Indenture and shall, to the extent applicable,
be governed by such provisions.

          All things necessary have been done to make the Notes, when executed
by the Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company and to make this Indenture a valid
agreement of the Company, in accordance with their and its terms.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the Notes
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders, as follows:
<PAGE>
 
                                  ARTICLE ONE

                       DEFINITIONS AND OTHER PROVISIONS
                            OF GENERAL APPLICATION

          Section 101.    Definitions.
                          ----------- 

          For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

          (a)  the terms defined in this Article have the meanings assigned to
               them in this Article, and include the plural as well as the
               singular;

          (b) all other terms used herein that are defined in the Trust Inden
     ture Act, either directly or by reference therein, have the meanings
     assigned to them therein, and the terms "cash transaction" and "self-
     liquidating paper", as used in TIA Section 311, shall have the meanings
     assigned to them in the rules of the Commission adopted under the Trust
     Indenture Act;

          (c) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with GAAP; and

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

          Certain terms, used principally in Article Ten, are defined in that
Article.

          "Affiliate" of any Person means any other Person directly or
           ---------                                                  
indirectly controlling or controlled by or under direct or indirect common
control with such 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, di  rectly 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.


                                       2
<PAGE>
 
          "Agent" means any Registrar, Paying Agent or co-Registrar or agent,
           -----                                                             
if any, for service of notices and demands.

          "APB 16" means Accounting Principles Board Opinion No. 16 (Business
           ------                                                            
Combinations) as in effect on the date of this Indenture.

          "Asset Disposition" shall have the meaning specified in Section 1013.
           -----------------                                                   

          "Attributable Debt" in respect of a Sale and Leaseback Transaction
           -----------------                                                
means, at the time of determination, the present value (discounted at the
interest rate implicit in the lease, compounded semiannually) of the obligation
of the lessee of the property subject to such Sale and Leaseback Transaction for
rental payments during the remaining term of the lease included in such
transaction including any period for which such lease has been extended or may,
at the option of the lessor, be extended or until the earliest date on which the
lessee may terminate such lease without penalty or upon payment of penalty (in
which case the rental payments shall include such penalty), after excluding all
amounts required to be paid on account of mainte  nance and repairs, insurance,
taxes, assessments, water, utilities and similar charges.

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

          "Board of Directors" means, with respect to any person, the Board of
           ------------------                                                 
Directors of such person or any committee of the Board of Directors of such
person authorized, with respect to any particular matter, to exercise the power
of the Board of Directors of such person.

          "Board Resolution" means, with respect to any person, a duly adopted
           ----------------                                                   
resolution of the Board of Directors of such person.

          "Business Day" means a day that is not a Legal Holiday.
           ------------                                          

          "Capital Stock" of any Person means any and all shares, interests,
           -------------                                                    
participations, or other equivalents (however designated) of capital stock of
such Person and any rights (other than debt securities convertible into capital
stock), warrants or options to acquire such capital stock.

          "Capitalized Lease Obligation" means, as to any Person, Indebtedness
           ----------------------------                                       
represented by obligations under a lease that is required to be capitalized on
the 


                                       3
<PAGE>
 
balance sheet of such Person for financial reporting purposes in accordance with
GAAP and the amount of such Indebtedness shall be the capitalized amount of such
obligations determined in accordance with GAAP and the stated maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease.

          "Cash Equivalents" means (i) obligations issued or directly and fully
           ----------------                                                    
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) and maturing within one year
from the date of acquisition, (ii) dollar and eurodollar time deposits and
certificates of deposit or bankers' acceptances of any domestic commercial bank
or domestic branch office or agency of a foreign commercial bank of recognized
standing having capital and surplus in excess of $100,000,000 (a "Qualified
Bank"), (iii) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clause (i) above entered into
with any Qualified Bank, (iv) commercial paper issued by any Qualified Bank and
commercial paper of any other issuer rated at least A-2 or the equivalent
thereof by Standard & Poor's Corporation or at least P-2 or the equivalent
thereof by Moody's Investors Service, Inc. and in each case maturing within one
year from the date of acquisition, (v) securities, bonds, notes, debentures or
investments or other forms of Indebtedness of any person rated at least A or the
equivalent thereof by Standard & Poor's Corporation and at least A or the
equivalent thereof by Moody's Investors Service, Inc., (vi) investments in money
market or mutual funds registered under the Investment Company Act of 1940, as
amended, whose sole investments are comprised of securities and other
instruments or obligations described in clauses (i) through (v) above and (vii)
with respect to only foreign operations of the Company and its Subsidiaries,
overnight deposits in the ordinary course of business with foreign commercial
banks and certificates of deposit or bankers' acceptances of foreign commercial
banks of recognized standing having capital and surplus in excess of
$100,000,000.

          "Change of Control" means (i) directly or indirectly a sale, transfer
           -----------------                                                   
or other conveyance of all or substantially all of the assets of the Company or
Holding, on a consolidated basis, to any "person" or "group" (as such terms are
used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or
not applicable), excluding transfers or conveyances to or among the Company's
Wholly Owned Restricted Subsidiaries, as an entirety or substantially as an
entirety in one transaction or series of related transactions, (ii) prior to
the earlier to occur of (A) the first public offering of common stock of Holding
or (B) the first public offering of 


                                       4
<PAGE>
 
Common Stock, Permitted Holders cease to beneficially own, directly or
indirectly, in the aggregate a majority of the total voting power of all classes
of Capital Stock then outstanding and normally entitled to vote in elections of
directors ("Voting Stock") of the Company, whether as a result of issuance of
securities of the Company, any merger, consolidation, liquidation or
dissolution of the Company, any direct or indirect transfer of securities by
Holding or otherwise (the Permitted Holders will be deemed to beneficially own
any Voting Stock of the Company held by Holding so long as Permitted Holders
beneficially own, directly or indirectly, in the aggregate a majority of the
voting power of the Voting Stock of Holding); (iii) any "person" or "group" (as
such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange
Act, whether or not applicable), other than one or more Permitted Holders, is or
becomes the "beneficial owner" (as that term is used in Rules 13d-3 and 13d-5
under the Exchange Act, whether or not applicable, except that a person shall be
deemed to have "beneficial ownership" of all shares that any such person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more than 30% of the total
voting power of all Voting Stock then outstanding of the Company and the
Permitted Holders "beneficially own" (as so defined), directly or indirectly, in
the aggregate a lesser percentage of the total voting power of the Voting Stock
of the Company than such other person and do not have the right or ability by
voting power, contract or otherwise to elect or designate for election a
majority of the Board of Directors of the Company (for the purposes of this
clause (iii), such other person will be deemed to beneficially own any Voting
Stock of the Company held by Holding, if such other person "beneficially owns"
(as so defined), directly or indirectly, more than 30% of the voting power of
the Voting Stock of Holding and the Permitted Holders "beneficially own" (as so
defined), directly or indirectly, in the aggregate a lesser percentage of the
voting power of the Voting Stock of Holding and do not have the right or ability
by voting power, contract or otherwise to elect or designate for election a
majority of the Board of Directors of Holding) or (iv) during any period of 24
consecutive months, individuals who at the beginning of such period constituted
the Board of Directors of the Company (together with any new directors whose
election by such Board or whose nomination for election by the shareholders of
the Company was approved by a vote of a majority of the directors then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved or who were
nominated and elected by the Permitted Holders pursuant to the Stockholder
Agreement) cease for any reason to constitute a majority of the Board of
Directors of the Company then in office.


                                       5
<PAGE>
 
          "Common Stock" shall mean the common stock, par value $.01 per share,
           ------------                                                        
of the Company, now or hereafter issued.

          "Company" means Earle M. Jorgensen Company until a successor replaces
           -------                                                             
it pursuant to this Indenture and thereafter means such successor.

          "Company Order or Company Request" means a written request or order
           --------------------------------                                  
signed by an Officer of the Company and delivered to the Trustee.

          "Consolidated Cash Flow", of any Person, for any period, means the
           ----------------------                                           
Consolidated Net Income of such Person plus the sum of (a) income taxes, 
                                       ----                                   
determined on a consolidated basis for such Person and its Restricted
Subsidiaries, (b) Fixed Charges of such Person and its Restricted Subsidiaries,
(c) depreciation expense, (d) amortization expense and (e) all other non-cash
items deducted from net revenues in determining Consolidated Net Income for such
period, all determined in accordance with GAAP.

          "Consolidated Net Income", of any Person, for any period, means the
           -----------------------                                           
net income (loss) of such Person and its Restricted Subsidiaries for such
period, determined in accordance with GAAP, provided that (i) the net income
                                            --------                        
(determined as set forth above) of any Unrestricted Subsidiary or any other
Person, other than a Restricted Subsidiary, in which such Person or any of its
Restricted Subsidiaries has a joint interest with a third party shall be
included only to the extent of the amount of dividends or distributions actually
paid to such Person or Restricted Subsidiary during such period, (ii) the net
income (loss) of any Person acquired in a pooling of interests transaction for
any period prior to the date of such acquisition shall be excluded, (iii) the
net income of any Restricted Subsidiary shall be excluded to the extent such
Restricted Subsidiary is prohibited, directly or indirectly, from distributing
such net income or any portion thereof to such Person, (iv) the net income
(loss) of such Person shall be adjusted by excluding (to the extent otherwise
included) any extraordinary gains and extraordinary losses together with any
related provisions for taxes on any such gain or loss during any such period,
(v) the net income (loss) of such Person shall be adjusted by excluding any
adjustments relating to the LIFO method of accounting for inventory during such
period, (vi) the net income (loss) of the Company shall be adjusted to exclude
(to the extent otherwise included) the one-time non-cash charges associated with
the write-off of deferred debt issuance costs associated with the Refinancing
Transactions and to exclude any redemption 


                                       6
<PAGE>
 
premiums paid on the 10 3/4% Notes or the purchase money indebtedness redeemed
in connection with the Refinancing Transactions.

          "Consolidated Net Worth" of any person, at any date, means the
           ----------------------                                       
aggregate of capital, surplus and retained earnings less (a) any accumulated
deficit and (b) any amounts attributable to Redeemable Stock, of such Person and
its Restricted Subsidiaries as would be shown on a consolidated balance sheet of
such Person and its Restricted Subsidiaries prepared in accordance with GAAP.

          "Corporate Trust Office" means the office of the Trustee currently
           ----------------------                                           
located at 114 West 47th Street, New York, New York, 10036, Attn: Corporate
Trust and Agency Division, Tel. (212) 852-1000; Fax. (212) 852-1626.

          "Credit Facility" means the credit facility dated as of March 3, 1993
           ---------------                                                     
among the Company, Holding, and BT Commercial Corporation and Chemical Bank, as
Agents and the other banks named therein and all other agreements, documents and
instruments from time to time delivered in connection with any thereof, in each
case as such agreements, documents and instruments may be amended, amended and
restated, supplemented or otherwise modified from time to time and includes any
agreement, document or instrument extending, refinancing, refunding, or
otherwise restructuring, substituting or replacing (whether or not with the same
agent and lenders and whether or not the interest rate payable in respect
thereof shall thereby be increased) all or any portion of the Indebtedness then
outstanding or permitted to be outstanding pursuant to such agreements,
documents or instruments, or any successor agreements and documents or
otherwise.

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

          "Depositary" means The Depository Trust Company, its nominees, and
           ----------                                                       
their respective successors.

          "Designated Facilities" means the facilities of the Company located
           ---------------------                                             
in Detroit, Michigan, Lynwood, California (the Alameda Sheet and Strip
building), Kansas City, Missouri (the JSA Facility), and Buffalo, New York and
any property, plant or equipment located at such facility.


                                       7
<PAGE>
 
          "Eligible Accounts Receivable" means all accounts receivable which
           ----------------------------                                     
are not more than 180 days past due under their normal payment terms.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
           -----                                                               
amended from time to time, and any successor statute.

          "ESOP" means Earle M. Jorgensen Employee Stock Ownership Plan, as in
           ----                                                               
effect on the date of this Indenture.

          "Event of Default" shall have the meaning specified in Section 501.
           ----------------                                                  

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

          "Exchange Offer" means the offer by the Company to the Holders of the
           --------------                                                      
Series A Notes to exchange all of the Series A Notes for Series B Notes, as
provided for in the Registration Rights Agreement.

          "Exchange Offer Registration Statement" means the Exchange Offer
           -------------------------------------                          
Registration Statement as defined in the Registration Rights Agreement.

          "Excluded Facility" means the real property and plant located at 601
           -----------------                                                  
Redna Terrace, Cincinnati, Ohio, to the extent that such real property and plant
is purchased by the Company for an amount not exceeding $6,000,000 and subse
quently sold by the Company on or prior to March 31, 1999 pursuant to a
transaction in which the Company enters into a lease agreement with the
purchaser of such real property and plant on terms no less favorable in any
material respect than the terms of the existing lease agreement for such real
property and plant.

          "Financing Disposition" means any sale, transfer, conveyance or other
           ---------------------                                               
disposition of property or assets by the Company or any Subsidiary thereof to
any Receivables Entity, or by any Receivables Subsidiary, in each case in
connection with the incurrence by a Receivables Entity of Indebtedness, or
obligations to make payments to the obligor on Indebtedness, which may be
secured by a Lien in respect of such property or assets.

          "Fixed Charges" means with respect to any Person for any period, such
           -------------                                                       
Person's consolidated interest expense determined in accordance with GAAP, (a)
including amortization of original issue discount and non-cash expenses 
attribut-


                                       8
<PAGE>
 
able to accruals, the interest component of capital leases, (b) excluding the
amortization of debt issuance costs, (c) excluding an amount of interest expense
in respect of Life Insurance Policy Loans that is equal to any dividends
received in respect of the Life Insurance Policy Loans (not to exceed the amount
of such interest expense on the Life Insurance Policy Loans) and (d) plus the
product of (x) the sum of (i) cash dividends paid on any preferred stock of such
Person plus (ii) cash and the fair market value (as determined by the Company's
Board of Directors in good faith) of any non-cash dividends paid on any
preferred stock of any Restricted Subsidiary (other than a Wholly Owned
Restricted Subsidiary), times (y) a fraction, the numerator of which is one and
the denominator of which is one minus the then current effective aggregate
Federal, state and local tax rate of such Person, expressed as a decimal. For
purposes of this definition, interest on a capital lease shall be deemed to
accrue at the rate of interest implicit in such capital lease in accordance with
GAAP (including Statement of Financial Accounting Standards No. 13 of the
Financial Accounting Standards Board ("FASB")).

          "Fixed Charge Coverage Ratio" means for any Person, for any period,
           ---------------------------                                       
such Person's ratio of Consolidated Cash Flow to Fixed Charges for such period.

          "Foreign Subsidiary" means either Earle M. Jorgensen (Canada) Inc.
           ------------------                                               
(Ontario, Canada) or Stainless Insurance Ltd. (Bermuda).

          "GAAP" means generally accepted accounting principles in effect in
           ----                                                             
the United States as of the time, when and for the period as to which such
accounting principles are to be applied; provided, however, that for purposes of
                                         --------  -------                      
computing Consolidated Net Worth, the Fixed Charge Coverage Ratio and compliance
with Section 1009 hereof, "GAAP" means such generally accepted accounting
principles as adopted by the Company on the date hereof.

          "Global Notes" has the meaning set forth in Section 201.
           ------------                                           

          "Heller Documents" means (a) the Loan and Security Agreement dated as
           ----------------                                                    
of March 27, 1995, by and between the Company and Heller Financial, Inc.; (b)
the Promissory Note dated March 30, 1995, made by the Company and payable to the
order of Heller Financial, Inc.; (c) the Deed of Trust and Security Agreement
dated as of March 28, 1995, by and between the Company as grantor, Scott A.
Stein, as trustee, and Heller Financial, Inc., as the lender, and (d) the
Guaranty dated March 28, 1995, made by Holding.


                                       9
<PAGE>
 
          "Holder" means the Person in whose name a Note is registered on the
           ------                                                            
Registrar's books.

          "Holding" means Earle M. Jorgensen Holding Company, a Delaware
           -------                                                      
corporation.

          "Indebtedness" means, as to any Person, without duplication, (a) all
           ------------                                                       
obligations of such Person, including accrued and unpaid interest, for borrowed
money (including any net overdraft in any bank which overdraft is not satisfied
within three consecutive Business Days from its occurrence), (b) all obligations
of such Person evidenced by bonds (other than performance bonds issued in the
ordinary course of business), debentures, notes, letters of credit or
reimbursement agreements (other than letters of credit or reimbursement
agreements in respect of accounts payable to trade creditors incurred in the
ordinary course of business in connection with the obtaining of materials or
services) or similar instruments, (c) all obligations of such Person to pay the
deferred purchase price of property or services (other than accounts payable to
trade creditors arising in the ordinary course of business), (d) all Capitalized
Lease Obligations of such Person, (e) all indebtedness of others secured by a
Lien on any asset of such Person, whether or not such indebtedness is assumed
by such Person or guaranteed by such Person, (f) all indebtedness of others
guaranteed by such Person to the extent of such guarantee, (g) Attributable Debt
of such Person, (h) preferred stock issued by a Subsidiary of such Person, (i)
Redeemable Stock issued by such Person, and (j) obligations under interest rate
swaps and caps and currency swaps or options and other similar hedging
agreements (other than such arrangements entered into in the ordinary course of
business); and the amount of any such Indebtedness on the date of determination
thereof shall be the outstanding balance of any such unconditional obligations
as described above and the maximum liability of any such contingent obligation
at such date and, with respect to clauses (h) and (i), the amount of
Indebtedness shall equal the liquidation preference. The principal amount
outstanding of any Indebtedness issued with original issue discount is the
accreted value of such Indebtedness and Indebtedness shall not include any
liability for federal, state, local or other taxes.

          "Indenture" means this Indenture, as amended or supplemented from
           ---------                                                       
time to time in accordance with the terms hereof, including, without limitation,
the provisions of the TIA. that are deemed to be a part of and govern this
instrument and any supplemental indenture, respectively.


                                      10
<PAGE>
 
          "Interest Rate Contracts" means interest rate swap agreements,
           -----------------------                                      
interest rate cap agreements, interest rate collar agreements, interest rate
insurance, and other agreements or arrangements designed to provide protection
against fluctuations in interest rates.

          "Interest Payment Date" means the stated due date of an installment
           ---------------------                                             
of interest on the Notes.

          "Issue Date" means the date of first issuance of the Notes under this
           ----------                                                          
Indenture.

          "Inventory" of any Person means any and all inventory, including raw
           ---------                                                          
materials, work-in-process and finished goods of such Person, intended for sale
in the ordinary course of business of such person, of every kind and
description, in the custody or possession, actual or constructive, of such
Person.

          "Investments" of any Person means, collectively, any direct or
           -----------                                                  
indirect loan, advance or other extension of credit, capital contribution, or
transfer of cash, property or other assets to, or any acquisition of Capital
Stock, securities or other evidences of Indebtedness including by way of
guarantee or similar arrangement, of, any other person.  For the purposes of
Sections  1009 and 1016 hereof, (i) "Investment" shall include the fair market
value of the net assets of any Subsidiary at the time that such Subsidiary is
designated an Unrestricted Subsidiary, (ii) the fair market value of the net
assets of any Unrestricted Subsidiary that is designated a Restricted Subsidiary
shall be deducted from the aggregate amount of Investments in computing the net
amount of Investments and (iii) any property transferred to or from an
Unrestricted Subsidiary shall be valued at 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, and evidenced by a Board Resolution.

          "Kelso" means Kelso & Company, Inc., a private merchant banking firm.
           -----                                                               

          "Legal Holiday" shall have the meaning provided in Section 112.
           -------------                                                 

          "Lien" means, with respect to any property, any mortgage, lien,
           ----                                                          
pledge, charge, security interest or encumbrance of any kind in respect of such
property.  The Company shall be deemed to own subject to a Lien any property
which it has acquired or holds subject to the interest of a vendor or lessor
under any 


                                      11
<PAGE>
 
conditional sale agreement, capital lease or other title retention agreement
relating to such property.

          "Life Insurance Policies" means those certain life insurance policies
           -----------------------                                             
obtained in 1984, 1985 and 1986 by Kilsby-Roberts Holding Co. ("KR") from
Phoenix Mutual Life Insurance Company covering participants in the KR employee
stock ownership plan and certain other KR executives, as in effect on the date
of this Indenture.

          "Life Insurance Policy Loan" means Indebtedness in respect of money
           --------------------------                                        
borrowed by the Company against the available loan value of any Life Insurance
Policy in accordance with the terms of such Life Insurance Policy on the date of
this Indenture, which Indebtedness shall be nonrecourse to the Company or any 
Restricted Subsidiary.

          "Management Agreement" means the management agreement, dated as of
           --------------------                                             
March  8, 1993, between the Company and Holding.

          "Material Subsidiary" means a Subsidiary of the Company which is a
           -------------------                                              
"significant subsidiary" as defined in Rule 1-02(v) of Regulation S-X
promulgated under the Securities Act.

          "Maturity Date", when used with respect to any Note, means the date
           -------------                                                     
on which the principal of such Note becomes due and payable as therein or herein
provided, whether at the Stated Maturity, Repurchase Date, Purchase Date or by
declaration of acceleration, call for redemption or otherwise.

          "Net Proceeds" means, from any Asset Disposition by any Person, cash
           ------------                                                       
received therefrom by such Person, net of (i) all legal, title and recording tax
expenses, commissions and other fees and expenses incurred and all federal,
state, provincial, foreign and local taxes actually paid or provided for as a
liability as a consequence of such Asset Disposition, (ii) appropriate amounts
to be provided by such Person as a reserve, in accordance with GAAP, against any
liabilities associated with the asset sold or disposed of in such Asset
Disposition and retained by such Person after such Asset Disposition, and (iii)
all payments made by such Person on any Indebtedness which is secured by such
assets in accordance with the terms of any Lien upon or with respect to such
assets or which must by the terms of such Lien, or in order to obtain a
necessary consent to such asset sale or by applicable law, be repaid out of the
proceeds from such asset sale.



                                      12
<PAGE>
 
          "New Credit Facility" means the credit facility dated March 3, 1993,
           -------------------                                                
amended and restated as of March 24, 1998, among the Company, Holding, and BT
Commercial Corporation and BT Commercial Corporation, as Agent and the other
banks named therein and all other agreements, documents and instruments from
time to time delivered in connection with any thereof, in each case as such
agreements, documents and instruments may be amended, amended and restated,
supplemented or otherwise modified from time to time and includes any agreement,
document or instrument extending, refinancing, refunding, or otherwise
restructuring, substituting or replacing (whether or not with the same agent and
lenders and whether or not the interest rate payable in respect thereof shall
thereby be increased) all or any portion of the Indebtedness then outstanding or
permitted to be outstanding pursuant to such agreements, documents or
instruments, or any successor agreements and documents or otherwise.

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

          "Note Register" and "Note Registrar" have the respective meanings
           -------------       --------------                              
specified in Section 305.

          "Notes" shall have the meaning specified in the first recital to this
           -----                                                               
Indenture.

          "Offer to Purchase" means any offer made by the Company to Holders of
           -----------------                                                   
the Notes required by the provisions of Section 1013(a) and made pursuant to the
provisions of Section 1013(b), otherwise, also referred to as a "Section 1013
Offer" or a "Proceeds Offer."

          "Officer" means, with respect to the Company, the President, any Vice
           -------                                                             
President, the Chief Financial Officer, the Treasurer, the Controller, or the
Secretary of the Company.

          "Officers' Certificate" means, with respect to the Company, a 
           ---------------------                                               
certificate signed by two Officers or by an Officer and an Assistant Secretary
of the Company and otherwise complying with the requirements of Sections 102.

          "Offshore Global Note" has the meaning set forth in Section 201.
           --------------------                                           

          "Offshore Physical Note" has the meaning set forth in Section 201.
           ----------------------                                           


                                      13
<PAGE>
 
          "Opinion of Counsel" means a written opinion from legal counsel who
           ------------------                                                
is acceptable to the Trustee (but who may be regular outside counsel to the
Company) complying with the requirements of Section 102.

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

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

          (ii)   Notes, or portions thereof, for whose payment or redemption
     money in the necessary amount has been theretofore deposited with the
     Trustee or any Paying Agent (other than the Company) in trust or set aside
     and segregated in trust by the Company (if the Company shall act as its own
     Paying Agent) for the Holders of such Notes; provided that, if such Notes
                                                  --------                    
     are to be redeemed, notice of such redemption has been duly given pursuant
     to this Indenture or provision therefor reasonably satisfactory to the
     Trustee has been made;

          (iii)  Notes, except to the extent expressly provided in Sections 1302
     and 1303, with respect to which the Company has effected defeasance and/or
     covenant defeasance as provided in Article Thirteen; and

          (iv)   Notes that have been paid pursuant to Section 306 or in
     exchange for or in lieu of which other Notes have been authenticated and
     delivered pursuant to this Indenture, other than any such Notes in respect
     of which there shall have been presented to the Trustee proof satisfactory
     to it that such Notes are held by a bona fide purchaser in whose hands the
     Notes are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
--------  -------                                                          
principal amount of Outstanding Notes have given any request, demand,
authorization, direction, consent, notice or waiver hereunder, and for the
purpose of making the calculations required by TIA Section 313, Notes owned by
the Company or any other obligor upon the Notes or any Affiliate of the Company
or such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in making
such calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only 


                                      14
<PAGE>
 
Notes that the Trustee knows to be so owned shall be so disregarded. Notes so
owned that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Notes and that the pledgee is not the Company or any
other obligor upon the Notes or any Affiliate of the Company or such other
obligor.

          "Paying Agent" means any Person (including the Company acting as
           ------------                                                   
Paying Agent) authorized by the Company to pay the principal of (and premium, if
any) or interest on any Notes on behalf of the Company.

          "Permitted Holders" means collectively, Kelso and its Affiliates, the
           -----------------                                                   
officers, directors and employees of the Company and its Subsidiaries, and the
ESOP.

          "Permitted Indebtedness" means, without duplication, (i) Indebtedness
           ----------------------                                              
of the Company and its Restricted Subsidiaries incurred under or in respect of
the New Credit Facility (or any substitute or replacement facility) provided
that the New Credit Facility shall be permanently reduced by the amount of any
prepayment from the proceeds of an Asset Disposition pursuant to Section 1013
and provided that the aggregate principal amount of such Indebtedness
outstanding at any time pursuant to this clause (i) may not exceed (x) the
greater of (a) $220,000,000 or (b) the sum of 85% of Eligible Accounts
Receivable and 60% of the book value of the Inventory (determined on a first-in
first-out basis) of the Company and its Restricted Subsidiaries, plus (y) any
additional amounts (without duplication) permitted to be incurred by the Company
and its Restricted Subsidiaries pursuant to clause (xvi) below (clause (i)(x)
and, collectively with clause (i)(y), the "Total Amount"), minus, (z) the
amount then outstanding under any Receivables Financing (as set forth in the
books and records of the Company and confirmed by the agent, trustee or other
representative of the institution or group providing such Receivables
Financing); (ii) Indebtedness evidenced by the Notes; (iii) indebtedness
evidenced by the Special Term Loan Agreement; (iv) Indebtedness of the Company
to any Wholly Owned Restricted Subsidiary or of any Wholly Owned Restricted
Subsidiary to the Company or to any other Wholly Owned Restricted Subsidiary;
(v) Indebtedness of the Company and its Restricted Subsidiaries outstanding on
the date of issuance of the Notes; (vi) Indebtedness of the Company in
connection with Life Insurance Policy Loans; (vii) Indebtedness of the Company
or any Restricted Subsidiary evidenced by standby letters of credit, performance
bonds, surety bonds, guarantees and similar obligations incurred in the ordinary
course of business for purposes of insuring the performance of obligations of
the Company or such Restricted Subsidiary and in an aggregate 


                                      15
<PAGE>
 
principal amount not to exceed $7,500,000 at any time; (viii) Indebtedness of
the Company or a Restricted Subsidiary in respect of Capitalized Lease
Obligations; provided, however, that the aggregate Indebtedness incurred under
             --------  -------
this clause (viii) will not at any time exceed $12,500,000; (ix) Indebtedness of
the Company or a Restricted Subsidiary (including industrial revenue bond
Indebtedness) that is secured by a Lien on property, which Indebtedness
constitutes all or part of the purchase price of the property subject thereto or
is incurred prior to, at the time of or within 180 days after the acquisition of
such property for the purpose of financing all or any part of the purchase price
thereof, provided that such secured Indebtedness does not exceed the purchase
price of such property; (x) Indebtedness of the Company issued in exchange for,
or the net proceeds of which will be used to exchange, refinance or refund
outstanding Indebtedness incurred pursuant to the second paragraph of Section
1010 or pursuant to clauses (ii), (iii), (v), (xv) and (xvi) so long as (x) the
principal amount of the Indebtedness issued does not exceed the principal amount
(plus any premium and consent payments required) of the Indebtedness so
exchanged, refinanced or refunded, (y) where the Indebtedness to be exchanged,
refinanced or refunded is not Senior Indebtedness, the Indebtedness issued does
not have a final maturity or mandatory redemption payments prior to the earlier
of the final maturity of the Indebtedness being so exchanged, refinanced or
refunded or the stated maturity of the Notes, and (z) where the Indebtedness
being so exchanged, refinanced or refunded is subordinated to the Notes, the
Indebtedness is subordinated to the Notes in right of payment to the same extent
as the indebtedness so exchanged, refinanced or refunded; (xi) Attributable Debt
in respect of Sale and Leaseback Transactions engaged in pursuant to and in
accordance with clause (ii) under Section 1012; (xii) Indebtedness incurred in
connection with Investments in Unrestricted Subsidiaries; provided that such
Investments are permitted by Section 1016; (xiii) Indebtedness of the Company
incurred pursuant to Interest Rate Contracts related to the New Credit Facility
and the obligations under the Special Term Loan Agreement to the extent the
notional principal amount of any such Interest Rate Contract does not exceed the
amount of Indebtedness permitted pursuant to clause (i) above; (xiv)
Indebtedness of a Receivables Subsidiary secured by a Lien on all or part of the
assets disposed of in, or otherwise incurred in connection with, a Financing
Disposition; provided, that the aggregate principal amount of indebtedness
outstanding under this clause (xiv) may not exceed the Total Amount; (xv)
Indebtedness incurred by the Company's Canadian subsidiary under or in respect
of a secured bank credit facility, provided that the aggregate principal amount
of such Indebtedness outstanding pursuant to this clause (xv) shall not exceed
$10.0 million and (xvi) Indebtedness of the Company other than Indebtedness
permitted under clauses (i) through (xv), but without duplication as to
additional amounts permitted to be outstanding under 


                                      16
<PAGE>
 
clause (i)(y) above, provided that the aggregate amount of such Indebtedness
may not exceed $25,000,000 at any time outstanding. To the extent that Net
Proceeds from an Asset Disposition are used to repay, repurchase or redeem
Indebtedness incurred under or in respect of the New Credit Facility pursuant to
Section 1013, the amount of Indebtedness permitted by clauses (i) and (xiv) of
this definition shall be permanently reduced by the amount of such repayment,
repurchase or redemption provided, however, no such permanent reduction in
borrowing capacity shall be required if such repayment, repurchase or redemption
is made with the Net Proceeds remaining after consummation of a Proceeds Offer.

          "Permitted Investment Amount" shall have the meaning specified in
           ---------------------------                                     
Section 1016.

          "Permitted Liens" means (i) Liens for taxes not yet due or which are
           ---------------                                                    
being contested in good faith by appropriate proceedings, provided that adequate
reserves with respect thereto are maintained on the books of the Company or its
Restricted Subsidiaries, as the case may be, in conformity with GAAP; (ii)
statutory Liens or landlords' and carriers', warehousemen's, mechanics',
materialmen's, repairmen's, or other like Liens arising in the ordinary course
of business and not overdue for a period of more than 60 days or which are being
contested in good faith by appropriate proceedings; (iii) pledges or deposits in
connection with workers' compensation, unemployment insurance and other types of
social security benefits; (iv) any attachment or judgment Lien not giving rise
to a Default or an Event of Default; (v) the Lien on the funds or securities
deposited with the trustee under the indenture relating to the 10 3/4% Notes
(such funds or securities not to exceed $162,500,000 plus earnings thereon) for
the purpose of defeasing or redeeming the 10 3/4% Notes on or prior to April 23,
1998; (vi) Liens incurred or deposits made to secure the performance of tenders,
bids, leases, statutory obligations, surety and appeal bonds, government
contracts, performance and return-of-money bonds and other obligations of like
nature incurred in the ordinary course of business (exclusive of obligations for
the payment of borrowed money); (vii) easements, rights-of-way, restrictions and
other similar charges or encumbrances not interfering in any material respect
with the business of the Company; (viii) leases or subleases granted to others
not interfering with the ordinary conduct of the business of the Company; (ix)
title defects or irregularities which do not in the aggregate materially impair
the use of such properties by the Company, (x) Liens in respect of the Life
Insurance Policies incurred in connection with the Life Insurance Policy Loans
permitted under clause (vi) of the definition of "Permitted Indebtedness";
(xi) Capitalized Lease Obligations permitted under Section 1010, (xii) any other
Liens imposed by operation of law 


                                      17
<PAGE>
 
which do not materially affect the Company's ability to perform its obligations
under the Notes and this Indenture; (xiii) Liens existing on the date of this
Indenture and renewals and extensions thereof; (xiv) Liens securing obligations
under the New Credit Facility encumbering inventory (including raw materials,
work-in-process, supplies and finished goods), accounts receivable (including
sellers' rights relating thereto, all contracts and contract rights relating
thereto and all books and records relating thereto), all collection accounts,
deposit accounts and other bank accounts relating to collection of the
foregoing, together with the proceeds and products of all of the foregoing; (xv)
Liens granted to secure obligations under or in respect of the Special Term Loan
Agreement; (xvi) purchase money mortgages and purchase money security interests
incurred in the normal and ordinary course of the Company's and its Restricted
Subsidiaries' business to the extent related to Indebtedness incurred pursuant
to clause (ix) of the definition of "Permitted Indebtedness";(xvii) until April
1, 1998, Liens granted to secure Indebtedness under the Heller Documents;
(xviii) Liens securing Indebtedness of any entity existing at the time such
assets are acquired by the Company or a Restricted Subsidiary, whether by
merger, consolidation, purchase of assets or otherwise (whether or not such
Liens are created, incurred or assumed in contemplation of the acquisition
thereof by the Company or a Restricted Subsidiary), provided such Liens do not
extend to any other assets of the Company or any other Restricted Subsidiaries,
and Liens securing refinancings of such Indebtedness provided that such Liens do
not extend to any assets other than assets securing such Indebtedness to be
refinanced; (xix) Liens securing reimbursement obligations with respect to
letters of credit which encumber documents and other property relating to such
letters of credit and the products and proceeds thereof; (xx) Liens arising
pursuant to Sale and Leaseback Transactions engaged in pursuant to and in
accordance with Section 1012; (xxi) Liens securing Indebtedness or other
obligations of any Receivables Entity; (xxii) Liens securing Indebtedness
incurred pursuant to clause (xv) of the definition of "Permitted Indebtedness";
and (xxiii) Liens other than those described above with respect to obligations
not in excess of $5,000,000 in the aggregate at any time.

          "Permitted Transactions" means (i) reasonable and customary fees,
           ----------------------                                          
compensation and benefits paid to officers, directors, employees or consultants
of the Company or any Restricted Subsidiary or their respective Affiliates for
services rendered to the Company or any Restricted Subsidiary in the ordinary
course of business consistent with past practice, (ii) transfers of goods and
services by or among the Company and its Restricted Subsidiaries and their
respective Affiliates in the ordinary course of business consistent with past
practice, provided that if any such transaction or series of related
transactions involves in excess of $3,000,000, the 


                                      18
<PAGE>
 
Board of Directors of the Company shall determine in good faith by resolution
that such transaction is on terms fair and reasonable to the Company, (iii)
transactions pursuant to agreements with Affiliates which are currently in
effect in accordance with their terms, (iv) dividends and distributions to
Holding permitted under Section 1009, (v) any transactions between the Company
or any Restricted Subsidiary and the ESOP (or any successor thereto), (vi)
advances to employees, officers, directors, agents and representatives of the
Company for travel and other reasonable and ordinary business expenses, (vii)
advances and loans to employees and officers of the Company in connection with
their relocation, (viii) payments to Stainless Insurance Ltd. in respect of
insurance services provided to the Company or any Restricted Subsidiary, and
(ix) payments to any Receivables Subsidiary for services performed or
reimbursement of expenses in connection with the financing or refinancing of
Receivables.

          "Person" or "person" means an individual, a corporation, a
           ------      ------                                       
partnership, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.
 
          "Physical Notes" has the meaning set forth in Section 201.
           --------------                                           

          "Predecessor Note" of any particular Note means every previous Note
           ----------------                                                  
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 306 in exchange for a mutilated
security or in lieu of a lost, destroyed or stolen Note shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Note.

          "principal" of any Indebtedness (including the Notes) means the
           ---------                                                     
principal of such Indebtedness plus any applicable premium, if any, on such
Indebtedness.

          "Proceeds Offer" shall have the meaning specified in Section 1013.
           --------------                                                   

          "Property" means any right or interest in or to property of any kind
           --------                                                           
whatsoever, whether real, personal or mixed and whether tangible or intangible.

          "Purchase Date" shall have the meaning specified in Section 1013.
           -------------                                                   


                                      19
<PAGE>
 
          "QIB" means a Qualified Institution Buyer within the meaning of Rule
           ---                                                                
144A under the Securities Act.

          "Receivable" means a right to receive payment arising from a sale or
           ----------                                                         
lease of goods or 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, as determined in accordance with GAAP.

          "Receivables Entity" means (x) any Receivables Subsidiary or (y) any
           ------------------                                                 
other Person that is engaged in the business of acquiring, selling, collecting,
financing or refinancing Receivables, accounts (as defined in the Uniform
Commercial Code as in effect in any jurisdiction from time to time), other
accounts and/or other receivables, and/or related assets.

          "Receivables Financing" means any financing of Receivables of the
           ---------------------                                           
Company or any Restricted Subsidiary that have been transferred to a Receivables
Entity in a Financing Disposition.

          "Receivables Subsidiary" means a Subsidiary of the Company that (a)
           ----------------------                                            
is engaged solely in the business of acquiring, selling, collecting, financing
or refinancing Receivables, accounts (as defined in the Uniform Commercial Code
as in effect in any jurisdiction from time to time) and other accounts and
receivables (including any thereof constituting or evidenced by chattel paper,
instruments or general intangibles), all proceeds thereof and all rights
(contractual and other), collateral and other assets relating thereto, and any
business or activities incidental or related to such business, and (b) is
designated as a "Receivables Subsidiary" by the Board of Directors of the
Company.

          "Record Date" means each Record Date specified in the Notes whether
           -----------                                                       
or not any such Record Date is a Business Day.

          "Redeemable Stock" means any series or class of Capital Stock of any
           ----------------                                                   
Person which by its terms is redeemable at the option of the holder or is
subject to mandatory redemption prior to the maturity of the Notes.

          "Redemption Date", when used with respect to any Note to be redeemed,
           ---------------                                                     
means the date fixed for such redemption pursuant to this Indenture and
Paragraph 5 in the form of Note.


                                      20
<PAGE>
 
          "Redemption Price", when used with respect to any Note to be
           ----------------                                           
redeemed, means the redemption price for such redemption pursuant to Paragraph 5
in the form of Note.

          "Refinancing Transactions" means the offering of the Notes, the
           ------------------------                                      
Special Term Loan Agreement, the refinancing of the Credit Facility with the New
Credit Facility and the payment of a dividend of approximately $45.9 million to
Holdings.

          "Regulation S" means Regulation S under the General Regulations of
           ------------                                                     
the Securities Act.

          "Repurchase Date" shall have the meaning specified in Section 1201.
           ---------------                                                   

          "Restricted Payments" means, collectively, with respect to any person
           -------------------                                                 
(i) the declaration or payment of any dividend or other distribution on shares
of such person's or a Restricted Subsidiary's Capital Stock (except dividends or
distributions in additional shares of Capital Stock, other than Redeemable
Stock, or any dividend or distribution by a Restricted Subsidiary to the Company
or one of its Wholly Owned Restricted Subsidiaries), (ii) any payment on account
of the purchase, redemption, retirement or other acquisition of any shares of
the Company or a Restricted Subsidiary's Capital Stock or any option, warrant or
other right to acquire such shares, or (iii) any defeasance, redemption,
repurchase or other acquisition or retirement for value prior to scheduled
maturity, scheduled repayment, or scheduled sinking fund payment of any
Indebtedness subordinate in right of payment to the Notes; provided, however,
                                                           --------  ------- 
that the following items shall not be deemed to be Restricted Payments:  (i)
payments by the Company pursuant to the Tax Allocation Agreement and (ii)
payments by the Company to Holding pursuant to the terms of the Management
Agreement provided that the 5% service fee referred to in Section 5(b) of the
Management Agreement shall not exceed $200,000 per annum.

          "Restricted Subsidiary" means (i) any Subsidiary of the Company which
           ---------------------                                               
exists on the date of this Indenture and (ii) any other such Subsidiary which
the Company has not classified as an Unrestricted Subsidiary.  The Company by
resolution of its Board of Directors may classify a Subsidiary as an
Unrestricted Subsidiary until such time as the Company may, by further
resolution of its Board of Directors, classify such Subsidiary as a Restricted
Subsidiary.


                                      21
<PAGE>
 
          "Rule 144A" means Rule 144A under the General Regulations of the
           ---------                                                      
Securities Act.

          "Sale and Leaseback Transaction" of any person means an arrangement
           ------------------------------                                    
with any other Person or to which such other Person is a party providing for the
leasing by such person of any property or asset of such person which has been or
is being sold or transferred by such person more than 270 days after the
acquisition thereof or the completion of construction or commencement of
operation thereof to such other Person or to any Person to whom funds have been
or are to be advanced by such other Person on the security of such property or
asset.  The stated maturity of such arrangement shall be the date of the last
payment of rent or any other amount due under such arrangement prior to the
first date on which such arrangement may be terminated by the lessee without
payment of a penalty.

          "SEC" means the Securities and Exchange Commission.
           ---                                               

          "Securities Act" means the Securities Act of 1933, as amended, and
           --------------                                                   
the rules and regulations of the SEC promulgated thereunder.

          "Senior Indebtedness" is defined as Indebtedness of the Company which
           -------------------                                                 
is not by its terms subordinated to the Notes.

          "Series A Notes" has the meaning specified in the recitals to this
           --------------                                                   
Indenture.

          "Series B Notes" has the meaning stated in the first recital of this
           --------------                                                     
Indenture and refers to any Series B Notes containing terms substantially
identical to the Series A Notes (except that (i) such Series B Notes shall not
contain terms with respect to transfer restrictions and shall be registered
under the Securities Act, and (ii) certain provisions relating to Liquidated
Damages (as defined in the Note) shall be eliminated) that are issued and
exchanged for the Series A Notes in accordance with the Exchange Offer, as
provided for in the Registration Rights Agreement and this Indenture.

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

          "Special Record Date" for the payment of any Defaulted Interest means
           -------------------                                                 
a date fixed by the Trustee pursuant to Section 307.


                                      22
<PAGE>
 
          "Special Term Loan Agreement" means the loan agreement dated March
           ---------------------------                                      
24, 1998 with DLJ Capital Funding Inc., as syndication agent, Donaldson, Lufkin
& Jenrette Securities Corporation and BT Alex. Brown Incorporated, as arrangers
and Fleet National Bank, as administrative agent and the lenders party thereto.

          "Stockholders' Agreement" means the stockholders' agreement, dated as
           -----------------------                                             
of September 14, 1990, as amended as of January 20, 1992, as further amended
September 30, 1994, and any extension on substantially the same terms and
conditions among Holding, various Kelso Affiliates, management stockholders and
other investors named therein.

          "Subordinated Indebtedness" means Indebtedness of the Company that is
           -------------------------                                           
subordinated in right of payment to the Notes.

          "Subsidiary" means, with respect to any person, (i) any corporation
           ----------                                                        
or other entity of which a majority of the total voting power of the shares of
capital stock or other ownership interests having ordinary voting power to elect
a majority of the board of directors or other persons performing similar
functions is at the time owned directly or indirectly by such person or (ii) any
partnership or joint venture at least a majority of the voting power of which is
directly or indirectly owned by such person, whether in the form of membership,
general, special or limited partnership interests or otherwise.

          "Surviving Entity" shall have the meaning specified in Section 
           ----------------                                             
5.01(a).

          "Tax Allocation Agreement" means the Tax Allocation Agreement dated
           ------------------------                                          
as of March 8, 1993 between the Company and Holding.

          "Trust Indenture  Act" or "TIA" means the Trust Indenture Act of 1939
           --------------------      ---                                       
(15 U.S. Code (S)(S) 77aaa-77bbbb) as amended and in effect on the date of the
execution of this Indenture, except as otherwise provided in Section 905.

          "Trustee" means the party named as such in this Indenture until a
           -------                                                         
successor replaces it in accordance with the provisions of this Indenture and
thereafter means such successor.


                                      23
<PAGE>
 
          "Trust Officer" means any officer or assistant officer of the Trustee
           -------------                                                       
assigned and duly authorized by the Trustee to administer its corporate trust
matters.

          "U.S. Global Note" has the meaning set forth in Section 201.
           ----------------                                           

          "U.S. Government Obligations" means direct non-callable obligations
           ---------------------------                                       
of, or noncallable obligations guaranteed by, the United States of America for
the payment of which obligation or guarantee the full faith and credit of the
United States of America is pledged.

          "U.S. Legal Tender" means such coin or currency of the United States
           -----------------                                                  
of America as at the time of payment shall be legal tender for the payment of
public and private debts.

          "U.S. Physical Note" has the meaning set forth in Section 201.
           ------------------                                           

          "Unrestricted Subsidiary" means any Subsidiary of the Company which
           -----------------------                                           
the Company by resolution of its Board of Directors shall classify as an
Unrestricted Subsidiary and any such Subsidiary of an Unrestricted Subsidiary
until such time as (i) the Company may, by further resolution of its Board of
Directors classify such Subsidiary as a Restricted Subsidiary or (ii) the
Company or any of its Restricted Subsidiaries becomes directly or indirectly
liable in respect of any contractual obligation or Indebtedness of such
Unrestricted Subsidiary.  A Subsidiary of the Company may only be classified as
an Unrestricted Subsidiary if immediately after such classification, there would
not be a Default or Event of Default under this Indenture and the Company and
its Restricted Subsidiaries would have only Investments in such Subsidiary
which would be permitted by Section 1016.  An Unrestricted Subsidiary of the
Company may only be reclassified as a Restricted Subsidiary if immediately after
giving effect to such reclassification, there would be no default or Event of
Default under this Indenture and the Company and Restricted Subsidiaries could
create, assume, guarantee or suffer to exist $1.00 of additional Indebtedness
(other than Permitted Indebtedness).  Any valid classification shall be
effective as of the date specified in the applicable resolution of the Company's
Board of Directors, which shall not be prior to the date such resolution is
made.

          "Wholly Owned Restricted Subsidiary" means, with respect to any
           ----------------------------------                            
person, a Restricted Subsidiary all of whose capital stock (other than
directors' qualifying shares) or other ownership interests having ordinary
voting power to elect 


                                      24
<PAGE>
 
a majority of the board of directors or other persons performing similar
functions and other equity interests are at the time owned directly or
indirectly by such person.

          SECTION 102.  Compliance Certificates and Opinions.
                        ------------------------------------ 

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture (including any covenant compliance with
which constitutes a condition precedent) relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

          (3) a statement that, in the opinion of each 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, in the opinion of each such individual,
     such condition or covenant has been complied with.

          SECTION 103.  Form of Documents Delivered to Trustee.
                        -------------------------------------- 

          In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such 


                                      25
<PAGE>
 
matters be certified by, or covered by the opinion of, only one such Person, or
that they be so certified or covered by only one document, but one such Person
may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give
an opinion as to such matters in one or several documents.

          Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous.  Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual matters, upon (x) a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such counsel knows that the certificate or
opinion or representations with respect to such matters are erroneous or (y) one
or more certificates of public officials.

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

          SECTION 104.  Acts of Holders.
                        --------------- 

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


                                      26
<PAGE>
 
          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof.  Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of authority.  The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner that the Trustee deems sufficient.

          (c) The principal amount and serial numbers of Notes held by any
Person, and the date of holding the same, shall be proved by the Note Register.

          (d) If the Company shall solicit from the Holders of Notes any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a Board Resolution, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so.  Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed.  If such a record date
is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Notes have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other Act,
and for that purpose the Outstanding Notes shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
      --------                                                                
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than eleven months after
the record date.

          (e) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Note shall bind every future Holder of
the same Note and the Holder of every Note issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted 


                                      27
<PAGE>
 
or suffered to be done by the Trustee, any Paying Agent or the Company in
reliance thereon, whether or not notation of such action is made upon such Note.

          SECTION 105.  Notices, Etc., to Trustee and Company.
                        ------------------------------------- 

          Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

          (1) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     to or with the Trustee at its Corporate Trust Office, or

          (2) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, first-class postage prepaid, to the Company
     addressed to it at the address of its principal office specified in the
     first paragraph of this Indenture, or at any other address previously
     furnished in writing to the Trustee by the Company.

          SECTION 106.  Notice to Holders; Waiver.
                        ------------------------- 

          Where this Indenture provides for notice of any event to Holders by
the Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at his address as it
appears in the Note Register, not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice.  In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders.  Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.  Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice.  Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.


                                      28
<PAGE>
 
          In case by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause, it shall be impracticable to mail
notice of any event to Holders when such notice is required to be given pursuant
to any provision of this Indenture, then any manner of giving such notice as
shall be satisfactory to the Trustee shall be deemed to be a sufficient giving
of such notice for every purpose hereunder.

          SECTION 107.  Effect of Headings, Table of Contents and Recitals.
                        -------------------------------------------------- 

          The Article and Section headings herein, the Table of Contents and the
Recitals are for convenience only and shall not affect the construction hereof.

          SECTION 108.  Successors and Assigns.
                        ---------------------- 

          All covenants and agreements in this Indenture by the Company and the
Trustee shall bind their respective successors and assigns, whether so expressed
or not.

          SECTION 109.  Separability Clause.
                        ------------------- 

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

          SECTION 110.  Benefits of Indenture.
                        --------------------- 

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

          SECTION 111.  Governing Law.
                        ------------- 

          This Indenture and the Notes shall be governed by and construed in
accordance with the law of the State of New York (without giving effect to the
conflict of laws principles thereof).  The Trustee, the Company, and (by their
acceptance of the Notes) the Holders, agree to submit to the non-exclusive
jurisdiction of any United States federal or state court located in the Borough
of Manhattan, in the City of New York in any action or proceeding arising out of
or relating to this 


                                      29
<PAGE>
 
Indenture or the Notes. Upon the effectiveness of the Shelf Registration
Statement or the consummation of the Exchange Offer, this Indenture will be
subject to the provisions of the Trust Indenture Act that are required to be
part of this Indenture and shall, to the extent applicable, be governed by such
provisions.

          SECTION 112.  Legal Holidays.
                        -------------- 

          A "Legal Holiday" used with respect to a particular place of payment
is a Saturday, a Sunday or a day on which banking institutions in New York City
are not required to be open.  In any case where any Interest Payment Date,
Special Record Date, Redemption Date, Repurchase Date, Purchase Date or Stated
Maturity of any Note shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Notes) payment of principal (or
premium, if any) or interest need not be made on such date, but may be made on
the next succeeding Business Day with the same force and effect as if made on
the Interest Payment Date, Special Record Date, Redemption Date, Repurchase
Date, Purchase Date or Stated Maturity provided that no interest shall accrue
                                       --------                              
for the period from and after such Interest Payment Date, Special Record Date,
Redemption Date, Repurchase Date, Purchase Date or Stated Maturity, as the case
may be.

          SECTION 113.  No Recourse Against Others.
                        -------------------------- 

          No recourse for the payment of the principal of, or premium, if any,
or interest on, any of the Notes or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in this Indenture or in any of the Notes, or because of
the creation of any Indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer, director, employee, controlling person of
the Company or of a Subsidiary of the Company or of any successor Person of the
Company or of a Subsidiary of the Company.  Each Holder by accepting a Note
waives and releases all such liability, and such waiver and release is part of
the consideration for the issuance of the Notes.

          SECTION 114.  Exhibits and Schedules.
                        ---------------------- 

          All exhibits and schedules attached hereto are by this reference made
a part hereof with the same effect as if herein set forth in full.

                                      30
<PAGE>
 
          SECTION 115.  Counterparts.
                        ------------ 

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

          SECTION 116.  Duplicate Originals.
                        ------------------- 

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

          SECTION 117.  Incorporation by Reference of TIA.
                        --------------------------------- 

          Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in, and made a part of, this Indenture.
Any terms incorporated by reference in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule
under the TIA, have the meanings so assigned to them therein.


                                  ARTICLE TWO

                                  NOTES FORMS

          SECTION 201.  Forms Generally.
                        --------------- 

          The Series A Notes shall be known as the "9 1/2% Senior Notes due
2005" and the Series B Notes shall be known as the "9 1/2% Series B Senior Notes
due 2005", in each case, of the Company.  The Notes and the Trustee's
certificate of authentication shall be in substantially the forms set forth in
this Article, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange, law, governmental rule or regulation, depository rule or
usage, or other customary usage or as may, consistently herewith, be determined
by the officers executing such Notes, as evidenced by their execution of the
Notes.  Any portion of the text of any Note may be set forth on the 


                                      31
<PAGE>
 
reverse thereof, with an appropriate reference thereto on the face of the Note.
Each Note shall be dated the date of its authentication.

          The definitive Notes shall be printed, lithographed or engraved on
steel-engraved borders or may be produced in any other manner, all as determined
by the officers of the Company executing such Notes, as evidenced by their
execution of such Notes.

          Series A Notes offered and sold in reliance on Rule 144A under the
Securities Act shall be issued initially in the form of one or more permanent
global Notes in substantially the form set forth herein and contain each of the
legends set forth in Section 203 (collectively the "U.S. Global Notes"),
registered in the name of the nominee of the Depositary, deposited with the
Trustee, as custodian for the Depositary or its nominee, duly executed by the
Company and authenticated by the Trustee as hereinafter provided.  The aggregate
principal amount of the U.S. Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

          Series A Notes offered and sold in offshore transactions in reliance
on Regulation S under the Securities Act shall be issued initially in the form
of a single global Note in substantially the form in Section 203 (the "Offshore
Global Note"), registered in the name of the nominee of the Depositary,
deposited with the Trustee, as custodian for the Depositary or its nominee, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided.  The aggregate principal amount of the Offshore Global Note may from
time to time be increased or decreased by adjustments made in the records of the
Trustee, as custodian for the Depositary or its nominee, as herein provided.
Series A Notes issued pursuant to Section 305 in exchange for or upon transfer
of beneficial interests in the U.S. Global Note or the Offshore Global Note
shall be in the form of permanent certificated Notes substantially in the form
set forth herein (the "U.S. Physical Notes" and the "Offshore Physical Notes"
respectively), as hereinafter provided.

          The Offshore Physical Notes and U.S. Physical Notes are sometimes
collectively herein referred to as the "Physical Notes."  The U.S. Global Note
and the Offshore Global Note are sometimes collectively referred to as the
"Global Notes."



                                      32
<PAGE>
 
          SECTION 202.  Restrictive Legends.
                        ------------------- 

          Unless and until the earlier of (A) the date which is two years (or
such shorter period of time as permitted by rule 144 under the Securities Act
and any successor provision thereunder) after the later of the original issue
date of the Series A Notes or the last day on which the Company or any affiliate
of the Company was the owner of a Series A Note or (B) the date that (i) a
Series A Note is sold pursuant to an effective Shelf Registration Statement or
(ii) a Series A Note is exchanged for an Series B Note in an Exchange Offer
pursuant to an effective Exchange Offer Registration Statement, in each case
pursuant to the Registration Rights Agreement, (x) each U.S. Global Note and
U.S. Physical Note shall bear the following legend set forth below (the "Private
Placement Legend") on the face thereof and (y) the Offshore Physical Notes and
the Offshore Global Note shall bear the Private Placement Legend:

          "THIS NOTE (OR ITS PREDESSOR) HAS NOT BEEN REGISTERED UNDER THE UNITED
     STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
     ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
     WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
     PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
     HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:
     
     (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED
     IN RULE 144A UNDER THE SECURITIES ACT)(A "QIB"), OR (B) IT HAS ACQUIRED
     THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER
     THE SECURITIES ACT,

     (2) AGREES THAT IT WILL NOT, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT
     (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE
     SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR
     THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
     144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903
     OR 904 OF THE SECURI-


                                      33
<PAGE>
 
     TIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER
     THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
     OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (F) PURSUANT TO AN EFFECTIVE
     REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE
     SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
     JURISDICTION AND

     (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
     INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
     LEGEND.

     AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE
     THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES
     ACT.  THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
     REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING."

          Each Global Note, whether or not a Series A Note, shall also 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"), 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 WRONG-


                                      34
<PAGE>
 
     FUL 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 NOMINEES OF CEDE & CO. 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 SECTIONS 311 AND 312 OF THE INDENTURE DATED AS OF MARCH 24, 1998
     BETWEEN THE COMPANY AND UNITED STATES TRUST COMPANY OF NEW YORK AS TRUSTEE.

          SECTION 203.  Form of Face of Note and Series B Note.
                        -------------------------------------- 

                          EARLE M. JORGENSEN COMPANY

                  [Series B]/1/ 9 1/2% Senior Notes due 2005

                      

No._____                                                             $__________

                                                                   CUSIP No.____

          Earle M. Jorgensen Company, a Delaware corporation (herein called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or its registered assigns, the principal sum of __________ Dollars on April
1, 2005 at the office or agency of the Company referred to below, and to pay
interest thereon on October 1, 1998 and semi-annually thereafter, on April 1 and
October 1 in each year, from October 1, 1998, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, at the rate
of 9 1/2% per annum, until the principal hereof is paid or duly provided for,
and (to the extent lawful) to pay on demand interest on any overdue interest at
the rate borne by the Notes from the date on which such overdue interest becomes
payable to the date on which payment of such interest has been made or duly
provided for.  The interest so payable, and 


------------------------
/1/  Include only for Series B Notes



                                      35
<PAGE>
 
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Note (or
one or more Predecessor Notes) is registered at the close of business on the
Record Date for such interest, which shall be the March 15 or September 15
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holder on such Record Date, and
such defaulted interest, and (to the extent lawful) interest on such defaulted
interest at the rate borne by the Notes, may be paid to the Person in whose name
this Note (or one or more Predecessor Notes) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Notes not
less than 10 days prior to such Special Record Date, or may be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any, on) and interest on this Note
will be made at the office or agency of the Company maintained for that purpose
in The City of New York, or at such other office or agency of the Company as may
be maintained for such purpose, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the
               --------  -------      
option of the Company (i) by check mailed to the address of the Person entitled
thereto as such address shall appear on the Note Register or (ii) by transfer to
an account maintained by the payee located in the United States.

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

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



                                      36
<PAGE>
 
          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

     Dated:  _______ __, 1998                    EARLE M. JORGENSEN COMPANY


                                                 By________________________
Attest:                                            Title:



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


                                      37
<PAGE>
 
          SECTION 204.  Form of Reverse of Note.
                        ----------------------- 

          This Note is one of a duly authorized issue of securities of the
Company designated as its 9 1/2% [Series B]/2/ Senior Notes due 2005 (herein
called the "Notes"), limited (except as otherwise provided in the Indenture
referred to below) in aggregate principal of $105,000,000, that may be issued
under a Senior Notes Indenture (herein called the "Indenture") dated as of March
24, 1998 between the Company and United States Trust Company of New York (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties, obligations and immunities thereunder of the Company, the Trustee and
the Holders of the Notes, and of the terms upon which the Notes are, and are to
be, authenticated and delivered.

          The Company, at its option, may redeem the Notes as a whole, or from
time to time in part, on or after April 1, 2002, at the redemption prices
(expressed as a percentage of the principal amount thereof) set forth below (in
each case together with accrued and unpaid interest, if any, to the Redemption
Date):

<TABLE>
<CAPTION>
 IF REDEEMED DURING THE 12-MONTH
    PERIOD BEGINNING APRIL 1,         REDEMPTION PRICE
 <S>                                  <C>
      2002........................            104.750%
      2003........................            102.375%
      2004 and thereafter.........            100.000%
</TABLE>

          Notwithstanding the foregoing, prior to April 1, 2001, the Company may
redeem from time to time up to 35% of the aggregate principal amount of the
Notes originally outstanding at a redemption price equal to 109.5% of the
principal amount thereof, plus accrued and unpaid interest, if any to the
redemption date, with the net proceeds of a public offering of common stock by
the Company (or of Holding to the extent such net proceeds are contributed as a
capital contribution in exchange for common stock of the Company); provided that
at least 65% of the aggregate principal amount of the Notes originally
outstanding remain outstanding immediately after such redemption.


-----------------------
/2/  Include only for Series B Notes




                                      38
<PAGE>
 
          Upon the occurrence of a Change of Control (the "Change of Control
Date"), each Holder shall have the right, at such Holder's option, to require
the Company to repurchase all or any part of such Holder's Notes pursuant to the
offer (the "Change of Control Offer") at a purchase price equal to 101% of the
principal amount thereof (the "Change of Control Purchase Price"), plus accrued
and unpaid interest, if any, to the date of repurchase.

          The Holder of this Note is entitled to the benefits of the
Registration Rights Agreement, dated March 24, 1998, among the Company and the
Initial Purchasers named therein (the "Registration Rights Agreement"). The
Registration Rights Agreement will provide that (i) if the Company fails to file
an Exchange Offer Registration Statement with the Commission on or prior to the
90th day after the Closing Date, (ii) if the Exchange Offer Registration
Statement is not declared effective by the Commission on or prior to the 150th
day after the Closing Date, (iii) if the Exchange Offer is not consummated on or
before the 30th calendar day after the Exchange Offer Registration Statement is
declared effective, (iv) if obligated to file the Shelf Registration Statement
and the Company fails to file the Shelf Registration Statement with the
Commission on or prior to the 90th day after such filing obligation arises, (v)
if obligated to file a Shelf Registration Statement and the Shelf Registration
Statement is not declared effective on or prior to the 150th day after the
obligation to file a Shelf Registration Statement arises, or (vi) if the
Exchange Offer Registration Statement or the Shelf Registration Statement, as
the case may be, is declared effective but thereafter ceases to be effective or
useable in connection with resales of the Transfer Restricted Securities,
without being succeeded immediately by a post-effective amendment to such
Registration Statement that cures such failure and that is itself declared
effective immediately (each, a "Registration Default"), the Company agrees to
pay to each Holder of Transfer Restricted Securities affected thereby liquidated
damages ("Liquidated Damages") in an amount equal to $0.05 per week per $1,000
in principal amount of Transfer Restricted Securities held by such Holder for
each week or portion thereof that the Registration Default continues for the
first 90 day period immediately following the occurrence of such Registration
Default. The amount of the Liquidated Damages shall increase by an additional
$0.05 per week per $1,000 in principal amount of Transfer Restricted Securities
with respect to each subsequent 90 day period until all Registration Defaults
have been cured, up to a maximum amount of Liquidated Damages of $0.50 per week
$1,000 principal amount of Transfer Restricted Securities. The Company shall not
be required to pay Liquidated Damages for more than one Registration Default at
any given time. Following the cure of all Registration Defaults, the accrual of
Liquidated Damages will cease.


                                      39
<PAGE>
 
          In the case of any redemption of Notes, interest installments whose
Stated Maturity is on or prior to the Redemption Date will be payable to the
Holders of such Notes, or one or more Predecessor Notes, of record at the close
of business on the relevant Regular Record Date referred to on the face hereof.
Notes (or portions thereof) for whose redemption and payment provision is made
in accordance with the Indenture shall cease to bear interest from and after the
Redemption Date.

          All accrued Liquidated Damages shall be paid by the Company to Holders
entitled thereto by wire transfer to the accounts specified by them or by
mailing checks to their registered address if no such accounts have been
specified.

          In the event of redemption of this Note in part only, a new Note or
Notes for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.

          The Indenture defines an Event of Default as being: (a) any failure to
pay an installment of interest on the Notes as and when the same becomes due and
payable and such failure continues for 30 days; (b) failure to pay all or any
part of the principal of (or premium, if any, on) the Notes when and as the same
shall become due and payable at maturity, redemption, by declaration or
otherwise, including payment of the Change of Control Purchase Price; (c)
failure by the Company duly to observe, perform or comply with any covenant or
agreement contained in the Notes or the Indenture which failure continues for a
period of 60 days after written notice specifying such failure and demanding
that the Company remedy the same has been given to the Company by the Trustee or
to the Company and the Trustee by Holders of at least 25% in aggregate principal
amount of Notes then outstanding; (d) certain events of bankruptcy, insolvency
or reorganization in respect of the Company or any Material Subsidiary; (e) (i)
a default which extends beyond any stated period of grace applicable thereto,
excluding any extension thereof, under any bond, debenture, note, mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness of the Company or any of its Restricted
Subsidiaries, whether now existing or hereafter created, aggregating in excess
of $10,000,000 at any one time, if as a result of such event of default the
maturity of such Indebtedness has been accelerated prior to its final stated
maturity, or (ii) failure to pay such Indebtedness, aggregating in principal
amount in excess of $10,000,000 at any one time, at its final stated maturity;
or (f) the rendering of final judgments not covered by insurance (which coverage
shall be in full force and effect) for the payment of money in an amount equal
to or greater than, in the 


                                      40
<PAGE>
 
case of any one such judgment $2,500,000, and, in the case of all such judgments
$5,000,000, against the Company or any of its Restricted Subsidiaries by a court
of competent jurisdiction which are not stayed, satisfied or discharged within
60 days after such judgments become final and nonappealable.

          If an Event of Default (other than an Event of Default with respect to
the Company described in clause (d) of the preceding paragraph), shall occur and
be continuing then, and in every such case, unless the principal of all the
Notes shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of then outstanding
Notes, by notice in writing to the Company (and to the Trustee if given by
Holders), may declare all of the principal of the Notes (or the Change of
Control Purchase Price if the Event of Default includes failure to pay the
Change of Control Purchase Price), together with accrued interest thereon to be
due and payable immediately. If an Event of Default with respect to the Company
specified in clause (d) above occurs, all principal of, premium applicable to,
and accrued interest on, all then outstanding Notes shall become immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder.

          The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of the Company on this Note and (b) certain restrictive
covenants and the related Defaults and Events of Default, upon compliance by the
Company with certain conditions set forth therein, which provisions apply to
this Note.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Notes at the time Outstanding.  The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Notes at the time Outstanding, on behalf of
the Holders of all the Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences.  Any such consent or waiver by or on behalf of the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.


                                      41
<PAGE>
 
          No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place, and rate, and in the coin or
currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable on the Note Register
of the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company maintained for such purpose in The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Note Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes, of authorized denominations and for the same aggregate principal
amount will be issued to the designated transferee or transferees.

          The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof.  As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.

          No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

          Prior to the time of due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any agent shall be affected by notice to the contrary.

          All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

          No recourse for the payment of the principal of, or premium, if any,
or interest on, any of the Notes or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or in any of the Notes, or because of
the creation of any 


                                      42
<PAGE>
 
Indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer, director, employee, controlling person of the Company or
of a Subsidiary of the Company or of any successor Person of the Company or of a
Subsidiary of the Company. Each Holder by accepting a Note waives and releases
all such liability, and such waiver and release is part of the consideration for
the issuance of the Notes.

          The Indenture and this Note shall be governed by, and construed in
accordance with, the internal laws of the State of New York (without giving
effect to the conflict of laws principles thereof).  The Trustee, the Company,
and (by their acceptance of the Notes) the Holders agree to submit to the non-
exclusive jurisdiction of any United States federal or state court located in
the Borough of Manhattan, in the City of New York, in any action or proceeding
arising out of or relating to the Indenture of this Note.

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

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture.  Requests may be made to Earle M.
Jorgensen Company, 3050 East Birch Street, Brea, CA 92621, Attention: Chief
Financial Officer.

          SECTION 205.  Form of Trustee's Certificate of Authentication.
                        ----------------------------------------------- 

          The Trustee's certificate of authentication shall be in substantially
the following form:

          TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

          Dated:  ____________________

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

                                             UNITED STATES TRUST 
                                             COMPANY
                                             OF NEW YORK


                                      43
<PAGE>
 
                              _______________________,  as Trustee
                              By:
                                  Authorized Officer


          SECTION 206.  Form of Transfer Notice for the Notes.
                        ------------------------------------- 

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

Insert Taxpayer Identification No.
----------------------------------


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


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


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

                  [THE FOLLOWING PROVISION TO BE INCLUDED ON
                 ALL CERTIFICATES REPRESENTING INITIAL NOTES]


          In connection with any transfer of this Note occurring prior to the
date which is the earlier of the date of an effective Registration Statement or
March 24, 2000; i.e., the end of the period referred to in Rule 144(k) under the
Securities Act, the undersigned confirms that without utilizing any general
solicitation or general advertising that:

                                   Check One
                                   ---------

   [_]    this Note is being transferred in compliance with the exemption from
          registration under the Securities Act of 1933, as amended, provided by
          Rule 144A thereunder.



                                      44
<PAGE>
 
                                      or
                                      --

   [_]    this Note is being transferred other than in accordance with (a) above
          and documents are being furnished which comply with the conditions of
          transfer set forth in this Note and the Indenture.

If none of the foregoing boxes is checked, the Trustee or other Note Registrar
shall not be obligated to register this Note in the name of any Person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Sections 311 and 312 of the Indenture shall
have been satisfied.


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


Signature Guarantee:

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

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

          The undersigned represents and warrants that it is purchasing this
Note 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 


                                      45
<PAGE>
 
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:
                              NOTICE:  To be executed by an executive officer

          [THE FOLLOWING PROVISIONS SHALL APPLY TO ALL OF THE NOTES]
                      OPTION OF HOLDER TO ELECT PURCHASE


          If you wish to have this Note purchased by the Company pursuant to
Section 1201 or Section 1013 of the Indenture, check the Box: [_]

          If you wish to have a portion of this Note purchased by the Company
pursuant to Section 1201 or Section 1013 of the Indenture, state the amount (in
original principal amount) below:


                                $_____________________.


Date:

Your Signature:

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:


          Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by


                                      46
<PAGE>
 
the Note Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.

                                 ARTICLE THREE

                                   THE NOTES

          SECTION 301.  Title and Terms.
                        --------------- 

          The aggregate principal amount of Notes that may be authenticated and
delivered under this Indenture is limited to $105,000,000, except for Notes
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Notes pursuant to Section 303, 304, 305, 306, 906,
1009 or 1014.

          The Series A Notes shall be known and designated as the "9 1/2% Senior
Notes due 2005" and the Series B Notes shall be known and designated as the 
"9 1/2% Series B Senior Notes due 2005," in each case, of the Company.  Their
maturity shall be April 1, 2005.  Interest on any overdue principal amount shall
be payable on demand.

          The principal of (and premium, if any) and interest on the Notes 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; provided, however, that, at the option of the
                             --------  -------                            
Company, interest may be paid (i) by check mailed to addresses of the Persons
entitled thereto as such addresses shall appear on the Note Register or (ii) by
transfer to an account maintained by the payee located in the United States.

          Holders shall have the right to require the Company to purchase their
Notes, in whole or in part, in the event of a Change in Control pursuant to
Section 1009.  The Notes shall be subject to repurchase pursuant to an Asset
Sale Offer as provided in Section 1016.

          The Notes shall be redeemable as provided in Article Eleven.

          SECTION 302.  Denominations.
                        ------------- 

          The Notes shall be issuable only in registered form without coupons
and only in denominations of $1,000 and any integral multiple thereof.



                                      47
<PAGE>
 
          SECTION 303.  Execution, Authentication, Delivery and Dating.
                        ---------------------------------------------- 

          The Notes shall be executed on behalf of the Company by its Chairman,
its President or a Vice President and attested by its Secretary or an Assistant
Secretary.  The signature of any of these officers on the Notes may be manual or
facsimile signatures of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Notes.

          Notes bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

          On Company Order, the Trustee shall authenticate for original issue
Series A Notes in an aggregate principal amount not to exceed $105,000,000.  On
Company Order, the Trustee shall authenticate for original issue Series B Notes
in an aggregate principal amount not to exceed $105,000,000; provided that such
                                                             --------          
Series B Notes shall be issuable only upon the valid surrender for cancellation
of Series A Notes of a like aggregate principal amount in accordance with an
Exchange Offer pursuant to the Registration Rights Agreement.  In each case, the
Trustee shall be entitled to receive an Officers' Certificate and an Opinion of
Counsel of the Company that it may reasonably request in connection with such
authentication of Notes.  Such Company Order shall specify the amount of Notes
to be authenticated and the date on which the original issue of Notes is to be
authenticated.

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Notes executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Notes, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Notes.

          Each Note shall be dated the date of its authentication.

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


                                      48
<PAGE>
 
duly authenticated and delivered hereunder and is entitled to the benefits of
this Indenture.

          In case the Company, pursuant to Article Eight, 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 shall have been merged, or the
Person that 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 Eight, any of the Notes 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 Notes 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 Notes surrendered for such exchange
and of like principal amount; and the Trustee, upon Company Request of the
successor Person, shall authenticate and deliver Notes as specified in such
request for the purpose of such exchange.  If Notes shall at any time be
authenticated and delivered in any new name of a successor Person pursuant to
this Section in exchange or substitution for or upon registration of transfer of
any Notes, such successor Person, at the option of the Holders but without
expense to them, shall provide for the exchange of all Outstanding Notes for
Notes authenticated and delivered in such new name.

          SECTION 304.  Temporary Notes.
                        --------------- 

          Pending the preparation of definitive Notes, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Notes that are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Notes in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Notes may determine, as conclusively evidenced by their execution
of such Notes.

          If temporary Notes are issued, the Company will cause definitive Notes
to be prepared without unreasonable delay.  After the preparation of definitive
Notes, the temporary Notes shall be exchangeable for definitive Notes upon
surrender of the temporary Notes at the office or agency of the Company
designated for such purpose pursuant to Section 1002, without charge to the
Holder.  Upon surrender for cancellation of any one or more temporary Notes, the
Company shall execute 


                                      49
<PAGE>
 
and the Trustee, upon receipt of a Company Order, shall authenticate and deliver
in exchange therefor a like principal amount of definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same rights, privileges and benefits under this Indenture as
definitive Notes.

          SECTION 305.  Registration, Registration of Transfer and Exchange.
                        --------------------------------------------------- 

          The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 1002 being herein sometimes
referred to as the "Note Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Notes and of transfers of Notes.  The Note Register shall be in written form
or any other form capable of being converted into written form within a
reasonable time.  The Trustee is hereby initially appointed as security
registrar (the "Note Registrar") for the purpose of registering Notes and
transfers of Notes as herein provided.  If the Trustee is not the Note
Registrar, the Company shall cause the Note Registrar to furnish to the Trustee
on or before the seventh Business Day preceding each Interest Payment Date and
at such other times as the Trustee or any Paying Agent may request in writing a
list in such form and as of such date as the Trustee reasonably may require of
the names and addresses of Holders and the Company shall otherwise comply with
TIA(S) 312(a).

          Upon surrender for registration of transfer of any Note at the office
or agency of the Company designated pursuant to Section 1002, the Company shall
execute, and the Trustee, upon receipt of a Company Order, shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Notes of any authorized denomination or denominations of a like
aggregate principal amount.

          At the option of the Holder, Notes may be exchanged for other Notes of
any authorized denomination and of a like aggregate principal amount, upon
surrender of the Notes to be exchanged (including an exchange of Series A Notes
for Series B Notes), at such office or agency.  Whenever any Notes are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Notes that the Holder making the exchange is
entitled to receive; provided that no exchange of Series A Notes for Series B
                     --------                                                
Notes shall occur until an Exchange Offer Registration Statement shall have been
declared effective by the Commission, the Trustee shall have received an 
Officers' Certificate confirming that the Exchange Offer Registration Statement 
has been declared effective by the


                                      50
<PAGE>
 
Commission and the Series A Notes to be exchanged for the Series B Notes
have been cancelled by the Trustee.

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

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

          No service charge shall be made for any registration of transfer or
exchange or redemption of Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Sections 304, 906, 1012, 1013 or 1108 not involving any
transfer.

          The Company shall not be required (i) to issue, register the transfer
of or exchange any Note during a period beginning at the opening of business 15
days before the selection of Notes to be redeemed under Section 1104 and ending
at the close of business on the day of such mailing of the relevant notice of
redemption, (ii) to register the transfer of or exchange any Note so selected
for redemption in whole or in part, except the unredeemed portion of any Note
being redeemed in part or (iii) to issue, register, transfer or exchange any
Note during a Change of Control Offer or an Asset Sale Offer, if such Note is
tendered pursuant to such Change of Control Offer or Asset Sale Offer and not
withdrawn.

          SECTION 306.  Mutilated, Destroyed, Lost and Stolen Notes.
                        ------------------------------------------- 

          If (i) any mutilated Note is surrendered to the Trustee, or (ii) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note, and there is delivered to the Company
and the Trustee such security or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Note has been acquired by a bona fide purchaser, the Company
shall execute and upon Company 


                                      51
<PAGE>
 
Order the Trustee shall authenticate and deliver, in exchange for any such
mutilated Note or in lieu of any such destroyed, lost or stolen Note, a
replacement Note of like tenor and principal amount, bearing a number not
contemporaneously outstanding.

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

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

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

          SECTION 307.  Payment of Interest; Interest Rights Preserved.
                        ---------------------------------------------- 

          Interest on any Note that 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 Note (or one or more Predecessor Notes) is registered at the close of
business on the Record Date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; provided, however,
                                                              --------  ------- 
that each installment of interest may at the Company's option be paid by (i)
mailing a check for such interest, payable to or upon the written order of the
Person entitled thereto pursuant to Section 308, to the address of such Person
as it appears in the Note Register or (ii) transfer to an account located in the
United States maintained by the payee.

          Any interest on any Note that is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date shall forthwith cease to be
payable to the Holder on the Record Date by virtue of having been such Holder,
and such 


                                      52
<PAGE>
 
defaulted interest and (to the extent lawful) interest on such defaulted
interest at the rate borne by the Notes (such defaulted interest and interest
thereon herein collectively called "Defaulted Interest") may be paid by the
Company, at its election in each case, as provided in clause (1) or (2) below:

          (1)     The Company may elect to make payment of any Defaulted
     Interest to the Persons in whose names the Notes (or their respective
     Predecessor Notes) are registered at the close of business on a Special
     Record Date 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
     Note and the date of the proposed payment, 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 reasonably 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 (1) provided. Thereupon the Trustee shall fix a
     Special Record Date for the payment of such Defaulted Interest which shall
     be not more than 15 days and not less than 10 days prior to the date of the
     proposed payment 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 therefor to be given in the
     manner provided for in Section 106, 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 therefor having been so given, such
     Defaulted Interest shall be paid to the Persons in whose names the Notes
     (or their respective Predecessor Notes) are registered at the close of
     business on such Special Record Date and shall no longer be payable
     pursuant to the following clause (2).

          (2)     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 Notes 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.



                                      53
<PAGE>
 
          Subject to the foregoing provisions of this Section, each Note
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Note shall carry the rights to interest accrued and
unpaid, and to accrue, that were carried by such other Note.

          SECTION 308.  Persons Deemed Owners.
                        --------------------- 

          Prior to and at the time of the due presentment of a Note for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Note is registered as the
owner of such Note for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Sections 305 and 307) interest on such Note and
for all other purposes whatsoever, whether or not such Note be overdue, and none
of the Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

          SECTION 309.  Cancellation.
                        ------------ 

          All Notes surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it.  The Company
may at any time deliver to the Trustee for cancellation any Notes previously
authenticated and delivered hereunder that the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Notes previously authenticated
hereunder that the Company has not issued and sold, and all Notes so delivered
shall be promptly cancelled by the Trustee.  No Notes shall be authenticated in
lieu of or in exchange for any Notes cancelled as provided in this Section,
except as expressly permitted by this Indenture.  All cancelled Notes held by
the Trustee shall be disposed of by the Trustee in accordance with its customary
procedures and certification of their disposal delivered to the Company unless
by Company Order the Company shall direct that cancelled Notes be returned to
it.  The Trustee shall provide the Company with a list of all Notes that have
been cancelled from time to time as requested by the Company.

          SECTION 310.  Computation of Interest.
                        ----------------------- 

          Interest on the Notes shall be computed on the basis of a 360-day year
of twelve 30-day months.


                                      54
<PAGE>
 
          SECTION 311.  Book-Entry Provisions for Global Notes.
                        -------------------------------------- 

          (a)     Each Global Note initially shall (i) be registered in the name
of the Depositary for such Global Notes or the nominee of such Depositary, (ii)
be delivered to the Trustee as custodian for such Depositary and (iii) bear
legends as set forth in Section 203.

          Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Note, and the
Depositary may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Note for all
purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a beneficial owner of any Note.  The registered holder of a Global
Note 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 Notes.

          (b)     Interests of beneficial owners in a Global Note may be
transferred in accordance with the applicable rules and procedures of the
Depositary and the provisions of Section 312. Transfers of a Global Note shall
be limited to transfers of such Global Note in whole, but not in part, to the
Depositary, its successors or their respective nominees, except (i) as otherwise
set forth in Section 312 and (ii) U.S. Physical Notes or Offshore Physical Notes
shall be transferred to all beneficial owners in exchange for their beneficial
interests in the U.S. Global Note or the Offshore Global Note, respectively, in
the event that the Depositary notifies the Company that it is unwilling or
unable to continue as Depositary for the applicable Global Note or the
Depositary ceases to be a "Clearing Agency" registered under the Exchange Act
and a successor depositary is not appointed by the Company within 90 days or an
Event of Default has occurred and is continuing and the Note Registrar has
received a request from the Depositary. In connection with a transfer of an
entire Global Note to beneficial owners pursuant to clause (ii) of this
paragraph (b), the applicable Global Note shall be deemed to be surrendered to
the Trustee for cancellation, and the Company shall execute, and the Trustee
shall authenticate and deliver, to each beneficial owner identified by the
Depositary in exchange for its beneficial interest in the applicable Global
Note, an equal aggregate principal amount of U.S. Physical Notes (in 


                                      55
<PAGE>
 
the case of the U.S. Global Note) or Offshore Physical Notes (in the case of the
Offshore Global Note), as the case may be, of authorized denominations.

          (c)     Any beneficial interest in one of the Global Notes that is
transferred to a person who takes delivery in the form of an interest in the
other Global Note will, upon transfer, cease to be an interest in such Global
Note and become an interest in the other Global Note and, accordingly, will
thereafter be subject to all transfer restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

          (d)     Any U.S. Physical Note delivered in exchange for an interest
in the U.S. Global Note pursuant to paragraph (b) of this Section shall, unless
such exchange is made on or after the Resale Restriction Termination Date and
except as otherwise provided in Section 312, bear the Private Placement Legend.

          SECTION 312.  Transfer Provisions.
                        ------------------- 

          Unless and until the earlier of (A) the date which is two years (or
such shorter period of time as permitted by rule 144 under the Securities Act
and any successor provision thereunder) after the later of the original issue
date of the Series A Notes or the last day on which the Company or any affiliate
of the Company was the owner of the Series A Note or (B) the date on which (i) a
Series A Note is sold pursuant to an effective Registration Statement, or (ii) a
Series A Note is exchanged for the Series B Note in the Exchange Offer pursuant
to an effective Registration Statement, in each case, pursuant to the
Registration Rights Agreement, the following provisions shall apply:

          (a) General.  The provisions of this Section 312 shall apply to all
              -------                                                        
     transfers involving any Physical Note and any beneficial interest in any
     Global Note.

          (b) Certain Definitions.  As used in this Section 312 only, "delivery"
              -------------------                                               
     of a certificate by a transferee or transferor means the delivery to the
     Note Registrar by such transferee or transferor of the applicable
     certificate duly completed; "holding" includes both possession of a
     Physical Note and ownership of a beneficial interest in a Global Note, as
     the context requires; "transferring" a Global Note means transferring that
     portion of the principal amount of the transferor's beneficial interest
     therein that the transferor has notified the Note Registrar that it has
     agreed to transfer; and "transferring" a Physical Note means transferring
     that portion of the principal amount thereof 


                                      56
<PAGE>
 
     that the transferor has notified the Note Registrar that it has agreed to
     transfer.

          As used in this Indenture, "Regulation S Certificate" means a
     certificate substantially in the form set forth in Section 313; "Rule 144A
     Certificate" means a certificate substantially in the form set forth in
     Section 314; and "Non-Registration Opinion and Supporting Evidence" means a
     written opinion of counsel reasonably acceptable to the Company to the
     effect that, and such other certification or information as the Company may
     reasonably require to confirm that, the proposed transfer is being made
     pursuant to an exemption from, or in a transaction not subject to, the
     registration requirements of the Securities Act.

          (c) Deemed Delivery of a Rule 144A Certificate in Certain
              -----------------------------------------------------
     Circumstances. A Rule 144A Certificate, if not actually delivered, will be
     -------------                                                             
     deemed delivered if (A) (i) the transferor advises the Company and the
     Trustee in writing that the relevant offer and sale were made in accordance
     with the provisions of Rule 144A (or, in the case of a transfer of a
     Physical Note, the transferor checks the box provided on the Physical Note
     to that effect) and (ii) the transferee advises the Company and the Trustee
     in writing that (x) it and, if applicable, each account for which it is
     acting in connection with the relevant transfer, is a qualified
     institutional buyer within the meaning of Rule 144A, (y) it is aware that
     the transfer of Notes to it is being made in reliance on the exemption from
     the provisions of Section 5 of the Securities Act provided by Rule 144A,
     and (z) prior to the proposed date of transfer it has been given the
     opportunity to obtain from the Company the information referred to in Rule
     144A(d)(4), and has either declined such opportunity or has received such
     information (or, in the case of a transfer of a Physical Note, the
     transferee signs the certification provided on the Physical Note to that
     effect); or (B) the transferor holds the Global Note and is transferring to
     a transferee that will take delivery in the form of the Global Note.

          (d) Procedures and Requirements.  If the proposed transferor holds:
              ---------------------------                                    

              (1)  a U.S. Physical Note which is surrendered to the Note
              Registrar, and the proposed transferee or transferor, as
              applicable:

                                      57
<PAGE>
 
                   (A)  delivers (or is deemed to have delivered pursuant to
     clause (c) above) a Rule 144A Certificate and the proposed transferee
     requests delivery in the form of a U.S. Physical Note, then the Note
     Registrar shall (x) register such transfer in the name of such transferee
     and record the date thereof in its books and records, (y) cancel such
     surrendered U.S. Physical Note and (z) deliver a new U.S. Physical Note to
     such transferee duly registered in the name of such transferee in principal
     amount equal to the principal amount being transferred of such surrendered
     U.S. Physical Note;

                   (B)  delivers (or is deemed to have delivered pursuant to
     clause (c) above) a Rule 144A Certificate and the proposed transferee is or
     is acting through an Agent Member and requests that the proposed transferee
     receive a beneficial interest in the U.S. Global Note, then the Note
     Registrar shall (x) cancel such surrendered U.S. Physical Note, (y) record
     an increase in the aggregate principal amount of the U.S. Global Note equal
     to the principal amount being transferred of such surrendered U.S. Physical
     Note and (z) notify the Depositary in accordance with the procedures of the
     Depositary that it approves of such transfer; or

                   (C)  delivers a Regulation S Certificate, then the Note
     Registrar shall cancel such surrendered U.S. Physical Note and at the
     direction of the transferee, either:

                        (i)    register such transfer in the name of such
          transferee, record the date thereof in its books and records and
          deliver a new Offshore Physical Note to such transferee duly
          registered in the name of such transferee in principal amount equal to
          the principal amount being transferred of such surrendered U.S.
          Physical Note, or

                                      58
<PAGE>
 
                        (ii)   if the proposed transferee is or is acting
          through an Agent Member, record an increase in the aggregate principal
          amount of the Offshore Global Note equal to the principal amount being
          transferred of such surrendered U.S. Physical Note and notify the
          Depositary in accordance with the procedures of the Depositary that it
          approves of such transfer.

     In any of the cases described in this Section 312(d)(1)(A), (B) or (C)(i),
     the Note Registrar shall deliver to the transferor a new U.S. Physical Note
     duly registered in the name of such transferor in principal amount equal to
     the principal amount not being transferred, if any, of such surrendered
     U.S. Physical Note, as applicable.

     (2)  a beneficial interest in the U.S. Global Note, and the
proposed transferee or transferor, as applicable:

          (A)   delivers (or is deemed to have delivered pursuant to
     clause (c) above) a Rule 144A Certificate and the proposed transferee
     requests delivery in the form of a U.S. Physical Note, then the Note
     Registrar shall (w) register such transfer in the name of such transferee
     and record the date thereof in its books and records, (x) record a decrease
     in the aggregate principal amount of the U.S. Global Note in an amount
     equal to the beneficial interest therein being transferred, (y) deliver a
     new U.S. Physical Note to such transferee duly registered in the name of
     such transferee in principal amount equal to the amount of such decrease
     and (z) notify the Depositary in accordance with the procedures of the
     Depositary that it approves of such transfer;

          (B) delivers (or is deemed to have delivered pursuant to clause (c)
     above) a Rule 144A Certificate and the proposed transferee is or is acting
     through an Agent Member and requests that the proposed trans-


                                      59
<PAGE>
 
         feree receive a beneficial interest in the U.S. Global Note, then
         the transfer shall be effected in accordance with the procedures of the
         Depositary therefor; or

                   (C) delivers a Regulation S Certificate, then the Note
         Registrar shall (x) record a decrease in the aggregate principal amount
         of the U.S. Global Note in an amount equal to the beneficial interest
         therein being transferred, (y) notify the Depositary in accordance with
         the procedures of the Depositary that it approves of such transfer and
         (z) at the direction of the transferee, either:

                         (i) register such transfer in the name of such
               transferee, record the date thereof in its books and records and
               deliver a new Offshore Physical Note to such transferee duly
               registered in the name of such transferee in principal amount
               equal to the amount of such decrease, or

                         (ii) if the proposed transferee is or is acting through
               an Agent Member, record an increase in the aggregate principal
               amount of the Offshore Global Note equal to the amount of such
               decrease.

              (3)  an Offshore Physical Note which is surrendered to the Note
         Registrar, and the proposed transferee or transferor, as applicable:

  
                 (A) delivers (or is deemed to have delivered pursuant to clause
         (c) above) a Rule 144A Certificate and the proposed transferee is or is
         acting through an Agent Member and requests that the proposed
         transferee receive a beneficial interest in the U.S. Global Note, then
         the Note Registrar shall (x) cancel such surrendered Offshore Physical
         Note, (y) record an increase in the aggregate principal amount of the
         U.S. Global Note equal to the principal amount being trans-


                                      60
<PAGE>
 
     ferred of such surrendered Offshore Physical Note and (z) notify the
     Depositary in accordance with the procedures of the Depositary that it
     approves of such transfer;

                   (B)   where the proposed transferee is or is acting through
     an Agent Member, requests that the proposed transferee receive a beneficial
     interest in the Offshore Global Note, then the Note Registrar shall (x)
     cancel such surrendered Offshore Physical Note, (y) record an increase in
     the aggregate principal amount of the Offshore Global Note equal to the
     principal amount being transferred of such surrendered Offshore Physical
     Note and (z) notify the Depositary in accordance with the procedures of the
     Depositary that it approves of such transfer;

                   (C)   delivers (or is deemed to have delivered pursuant to
     clause (c) above) a Rule 144A Certificate and the proposed transferee
     requests delivery in the form of a U.S. Physical Note, then the Note
     Registrar shall (x) register such transfer in the name of such transferee
     and record the date thereof in its books and records, (y) cancel such
     surrendered Offshore Physical Note and (z) deliver a new U.S. Physical Note
     to such transferee duly registered in the name of such transferee in
     principal amount equal to the principal amount being transferred of such
     surrendered U.S. Physical Note; or

                   (D)   does not make a request covered by Section
     312(d)(3)(A), (B) or(C), then the Note Registrar shall (x) register such
     transfer in the name of such transferee and record the date thereof in its
     books and records, (y) cancel such surrendered Offshore Physical Note and
     (z) deliver a new Offshore Physical Note to such transferee duly registered
     in the name of such transferee in principal amount equal to the principal
     amount being transferred of such surrendered Offshore Physical Note.


                                      61
<PAGE>
 
         In any of the cases described in this Section 312(d)(3), the Note
         Registrar shall deliver to the transferor a new Offshore Physical Note
         duly registered in the name of such transferor in principal amount
         equal to the principal amount not being transferred of such surrendered
         Offshore Physical Note, as applicable.

         (4) a beneficial interest in the Offshore Global Note, and the proposed
     transferee or transferor, as applicable:

                (A) delivers (or is deemed to have delivered pursuant to clause
         (c) above) a Rule 144A Certificate and the proposed transferee is or is
         acting through an Agent Member and requests that the proposed
         transferee receive a beneficial interest in the U.S. Global Note, then
         the Note Registrar shall (x) record a decrease in the aggregate
         principal amount of the Offshore Global Note in an amount equal to the
         beneficial interest therein being transferred, (y) record an increase
         in the aggregate principal amount of the U.S. Global Note equal to the
         amount of such decrease and (z) notify the Depositary in accordance
         with the procedures of the Depositary that it approves of such
         transfer;

                 (B) where the proposed transferee is or is acting through an
         Agent Member, requests that the proposed transferee receive a
         beneficial interest in the Offshore Global Note, then the transfer
         shall be effected in accordance with the procedures of the Depositary
         therefor; or

                 (C) delivers (or is deemed to have delivered pursuant to clause
         (c) above) a Rule 144A Certificate and the proposed transferee requests
         delivery in the form of a U.S. Physical Note, then the Note Registrar
         shall (w) register such transfer in the name of such transferee and
         record the date thereof in its books and records, (x) record a decrease
         in the aggregate principal amount of the Offshore Global Note in an
         amount


                                      62
<PAGE>
 
                    equal to the beneficial interest therein being transferred,
                    (y) deliver a new U.S. Physical Note to such transferee duly
                    registered in the name of such transferee in principal
                    amount equal to the amount of such decrease and (z) notify
                    the Depositary in accordance with the procedures of the
                    Depositary that it approves of such transfer;

                          (D) does not make a request covered by Section
                    312(d)(4)(A), (B) or (C), then the Note Registrar shall (w)
                    register such transfer in the name of such transferee and
                    record the date thereof in its books and records, (x) record
                    a decrease in the aggregate principal amount of the Offshore
                    Global Note in an amount equal to the beneficial interest
                    therein being transferred, (y) deliver a new Offshore
                    Physical Note to such transferee duly registered in the name
                    of such transferee in principal amount equal to the amount
                    of such decrease and (z) notify the Depositary in accordance
                    with the procedures of the Depositary that it approves of
                    such transfer.

          (e) Execution, Authentication and Delivery of Physical Notes.  In any
              --------------------------------------------------------         
     case in which the Note Registrar is required to deliver a Physical Note to
     a transferee or transferor, the Company shall execute, and the Trustee,
     upon Company Order, shall authenticate and make available for delivery,
     such Physical Note.

          (f) Certain Additional Terms Applicable to Physical Notes.  Any
              -----------------------------------------------------      
     transferee entitled to receive a Physical Note may request that the
     principal amount thereof be evidenced by one or more Physical Notes in any
     authorized denomination or denominations and the Note Registrar shall
     comply with such request if all other transfer restrictions are satisfied.

          (g) Transfers Not Covered by Section 312(d).  The Note Registrar shall
              ---------------------------------------                           
     effect and record, upon receipt of a written request from the Company so to
     do, a transfer not otherwise permitted by Section 312(d), such recording to
     be done in accordance with the otherwise applicable provisions of Section
     312(d), upon the furnishing by the proposed transferor or transferee of a
     Non-Registration Opinion and Supporting Evidence.



                                      63
<PAGE>
 
          (h) General.  By its acceptance of any Note bearing the Private
              -------                                                    
     Placement Legend, each Holder of such Note acknowledges the restrictions on
     transfer of such Note set forth in this Indenture and in the Private
     Placement Legend and agrees that it will transfer such Note only as
     provided in the Indenture.  The Note Registrar shall not register a
     transfer of any Note unless such transfer complies with the restrictions
     with respect thereto set forth in this Indenture.  The Note Registrar shall
     not be required to determine (but may rely upon a determination made by the
     Company) the sufficiency or accuracy of any such certifications, legal
     opinions, other information or document.

          (i) Private Placement Legend.  Upon the transfer, exchange or
              ------------------------                                 
     replacement of Notes not bearing the Private Placement Legend, the Note
     Registrar shall deliver Notes that do not bear the Private Placement
     Legend. Upon the transfer, exchange or replacement of Notes bearing the
     Private Placement Legend, the Note Registrar shall deliver only Notes that
     bear the Private Placement Legend unless (i) the requested transfer is at
     least two years after the original issue date of the Series A Note (ii)
     there is delivered to the Note 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 or (iii) such
     Notes are exchanged for Series B Notes pursuant to an Exchange Offer.

          SECTION 313.  Form of Regulation S Certificate.
                        -------------------------------- 

                           Regulation S Certificate
                           ------------------------

To:  United States Trust Company of New York
     114 West 47th Street
     New York, New York 10036

     Attention:  Corporate Trust Department

     Re:  Earle M. Jorgensen Company (the "Company")
          9 1/2% Senior Notes due 2005 (the "Notes")
          ------------------------------------------

Ladies and Gentlemen:


                                      64
<PAGE>
 
          In connection with our proposed sale of $____ aggregate principal
amount of Notes, we confirm that such sale has been effected pursuant to and in
accordance with Regulation S ("Regulation S") under the Securities Act of 1933,
as amended (the "Securities Act"), and accordingly, we hereby certify as
follows:

          1.  The offer of the Notes was not made to a person in the United
     States (unless such person or the account held by it for which it is acting
     is excluded from the definition of "U.S. person" pursuant to Rule 902(o) of
     Regulation S under the circumstances described in Rule 902(i)(3) of
     Regulation S) or specifically targeted at an identifiable group of U.S.
     citizens abroad.

          2.  Either (a) at the time the buy order was originated, the buyer was
     outside the United States or we and any person acting on our behalf
     reasonably believed that the buyer was outside the United States or (b) the
     transaction was executed in, on or through the facilities of a designated
     offshore securities market, and neither we nor any person acting on our
     behalf knows that the transaction was pre-arranged with a buyer in the
     United States.

          3.  Neither we, any of our affiliates, nor any person acting on our or
     their behalf has made any directed selling efforts in the United States in
     contravention of the requirements of Rule 903(b) or Rule 904(b) of
     Regulation S, as applicable.

          4.  The proposed transfer of Notes is not part of a plan or scheme to
     evade the registration requirements of the Securities Act.

          5.  If we are an officer or director of the Company or a distributor,
     we certify that the proposed transfer is being made in accordance with the
     provisions of Rules 903 and 904(c) of Regulation S.

          You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the 

                                      65
<PAGE>
 
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.

                              Very truly yours,

                              [NAME OF SELLER]


By:________________________________
                                      Name:
                                      Title:
                                      Address:


Date of this Certificate:  __________ __, 199_

           SECTION 314.  Form of Rule 144A Certificate.
                         ----------------------------- 

                         Rule 144A Certificate
                         ---------------------

To:  United States Trust Company of New York
     114 West 47/th/ Street
     New York, New York 10036

     Attention:  Corporate Trust Department

     Re:  Earle M. Jorgensen Company (the "Company")
          9 1/2% Senior Notes due 2005 (the "Notes")
          ------------------------------------------

Ladies and Gentlemen:

          In connection with our proposed purchase of $____ aggregate principal
amount of Notes, we confirm that such purchase has been effected pursuant to and
in accordance with Rule 144A ("Rule 144A") under the Securities Act of 1933, as
amended (the "Securities Act").  We are aware that the transfer of Notes to us
is being made in reliance on the exemption from the provisions of Section 5 of
the Securities Act provided by Rule 144A.  Prior to the date of this Certificate
we have been given the opportunity to obtain from the Company the information
referred to 

                                      66
<PAGE>
 
in Rule 144A(d)(4), and have either declined such opportunity or have received
such information.

          You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

                              Very truly yours,

                              [NAME OF PURCHASER]


                              By:__________________________
                                 Name:
                                 Title:
                                 Address:

Date of this Certificate:  __________ __, 199_

          SECTION 315.  CUSIP Numbers.
                        ------------- 

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

                                      67
<PAGE>
 
                                 ARTICLE FOUR

                          SATISFACTION AND DISCHARGE

          SECTION 401.  Satisfaction and Discharge of Indenture.
                        --------------------------------------- 

          This Indenture shall upon Company Request cease to be of further
effect (except as to surviving rights of registration of transfer or exchange of
Notes expressly provided for herein or pursuant hereto) and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture when

          (1)  either

               (a)  all Notes theretofore authenticated and delivered (other
          than (i) Notes that have been destroyed, lost or stolen and that have
          been replaced or paid as provided in Section 306 and (ii) Notes for
          whose payment money has theretofore been deposited in trust with the
          Trustee or any Paying Agent or segregated and held in trust by the
          Company and thereafter repaid to the Company or discharged from such
          trust, as provided in Section 1017) have been delivered to the Trustee
          for cancellation; or

               (b)  all such Notes not theretofore delivered to the Trustee for
          cancellation

                    (i)    have become due and payable, or

                    (ii)   will become due and payable at their Maturity within
               one year, or

                    (iii)  are to be called for redemption within one year under
               arrangements satisfactory to the Trustee for the giving of notice
               of redemption by the Trustee in the name, and at the expense, of
               the Company,

          and the Company, in the case of (i), (ii) or (iii) above, has
          irrevocably deposited or caused to be deposited with the Trustee as
          trust funds in trust for such purpose United States dollars in an
          amount sufficient to pay and discharge the entire indebtedness on such
          Notes not thereto-

                                      68
<PAGE>
 
          fore delivered to the Trustee for cancellation, for principal (and
          premium, if any) and interest to the date of such deposit (in the case
          of Notes that have become due and payable) or to the Maturity or
          Redemption Date, as the case may be;

          (2)  the Company has paid or caused to be paid all other sums payable
     hereunder by the Company; and

          (3)  the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of this
     Indenture have been complied with.  (Such Opinion of Counsel may, as to all
     matters of fact, rely on, among other things, such Officers' Certificate).

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

          SECTION 402.  Application of Trust Money.
                        -------------------------- 

          Subject to the provisions of the last paragraph of Section 1017, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.


                                 ARTICLE FIVE

                                   REMEDIES

          SECTION 501.  Events of Default.
                        ----------------- 

          "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall 

                                      69
<PAGE>
 
be caused voluntarily or involuntarily or effected, without limitation, 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):

          (a)  default in the payment of any installment of interest upon any of
     the Notes as and when the same becomes due and payable, and continuance of
     such default for a period of 30 days;

          (b)  default in the payment of all or any part of the principal of (or
     premium, if any, on), the Notes when and as the same become due and payable
     at maturity, redemption, by declaration or otherwise, including payment of
     the Change of Control Purchase Price (as defined in Section 1201(a)) in
     accordance with this Indenture;

          (c)  failure by the Company to duly observe, perform or comply with
     any covenant or agreement contained in the Notes or in this Indenture which
     failure continues for a period of 60 days after written notice specifying
     such failure stating that such notice is a "Notice of Default" hereunder
     and demanding that the Company remedy the same has been given to the
     Company by the Trustee or to the Company and the Trustee by Holders of at
     least 25% in aggregate principal amount of the Notes at the time
     outstanding;

          (d)  a court having jurisdiction in the premises shall enter a decree
     or order for relief in respect of the Company or any Material Subsidiary in
     an involuntary case under any applicable bankruptcy, insolvency or other
     similar law affecting creditors' rights now or hereafter in effect, or
     appointing a receiver, liquidator, assignee, custodian, trustee,
     sequestrator (or similar official) of the Company or any Material
     Subsidiary or for any substantial part of the property of the Company or
     any Material Subsidiary or ordering the winding up or liquidation of the
     affairs of the Company or any Material Subsidiary, and such decree or order
     shall remain unstayed and in effect for a period of 60 consecutive days;

          (e)  the Company or any Material Subsidiary shall commence a voluntary
     case under any applicable bankruptcy, insolvency or other similar law
     affecting creditors' rights now or hereafter in effect, or consent to the
     entry of an order for relief in an involuntary case under any such law, or
     consent to the appointment or taking possession by a receiver, liquidator,
     assignee, custodian, trustee, sequestrator (or similar official) of the
     Company or any Material Subsidiary or for any substantial part of the
     property of the 

                                      70
<PAGE>
 
     Company or any Material Subsidiary, or the Company or any Material
     Subsidiary shall make any general assignment for the benefit of creditors;

          (f)  (i) a default which extends beyond any stated period of grace
     applicable thereto, excluding any extension thereof, under any bond,
     debenture, note, mortgage, indenture or instrument under which there may be
     issued or by which there may be secured or evidenced any Indebtedness of
     the Company or any of its Restricted Subsidiaries, whether now existing or
     hereafter created, aggregating in principal amount in excess of $10,000,000
     at any one time, if as a result of such event of default the maturity of
     such Indebtedness has been accelerated prior to its final stated maturity,
     or (ii) failure to pay such Indebtedness, aggregating in principal amount
     in excess of $10,000,000 at any one time, at its final stated maturity; or

          (g)  the rendering of final judgments not covered by insurance (which
     coverage shall be in full force and effect) for the payment of money in an
     amount equal to or greater than, in the case of any one such judgment
     $2,500,000, and, in the case of all such judgments $5,000,000, against the
     Company or any of its Restricted Subsidiaries by a court of competent
     jurisdiction which are not stayed, satisfied, vacated or discharged within
     60 days after such judgments become final and nonappealable.

          Notwithstanding the 60 day period and notice requirement contained in
Section 501(c) above, with respect to a default under Article Twelve, the 60 day
period referred to in Section 501(c) shall be deemed to have begun as of the
date the notice relating to a Change of Control Offer (as defined in Section
1201(a)) is required to be sent in the event such notice indicates (or would, if
sent, properly indicate) that the Company has not complied with the provisions
of Section 1201, and the Trustee or Holders of at least 25% in principal amount
of the then outstanding Notes thereafter give the Notice of Default referred to
in Section 501(c) to the Company and, if applicable, the Trustee; provided,
however, that if the breach or default is a result of a default in the payment
when due of the Change of Control Purchase Price (as defined in Section 1201(a))
on the Repurchase Date (as defined in Section 1201(a)), such default shall be
deemed, for purposes of this Section 501, to arise no later than on such date.

          Notwithstanding the 60-day period and notice requirement contained in
Section 501(c) above, with respect to a default under Section 1013 (a) the 60-
day period referred to in Section 501(c) shall be deemed to have begun as of the
date the Notice of a Section 1013 Offer is required to be sent in the event the
Section 1013 

                                      71
<PAGE>
 
Notice indicates (or would, if sent, properly indicate) that the Company has not
complied with the provisions of Section 1013, and the Trustee or Holders of at
least 25% in principal amount of the then outstanding Notes thereafter give the
Notice of Default referred to in Section 501(c) to the Company and, if
applicable, the Trustee; provided, however, that if the breach or default is a
                         --------  -------                    
result of a default in the payment when due of the Section 1013 Offer Price on
the Purchase Date, such default shall be deemed, for purposes of this Section
501, to arise no later than on the Purchase Date.

          SECTION 502.  Acceleration of Maturity Date; Rescission and
                        ---------------------------------------------
Annulment.
---------

          If an Event of Default (other than an Event of Default with respect to
the Company specified in Section 501(d) or (e)) occurs and is continuing, then,
and in every such case, unless the principal of all of the Notes shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the then outstanding Notes, by a
notice in writing to the Company (and to the Trustee if given by Holders) (an
"Acceleration Notice"), may declare all of the principal of the Notes (or the
Change of Control Purchase Price if the Event of Default includes failure to pay
the Change of Control Purchase Price), determined as set forth below, together
with accrued interest thereon, to be due and payable immediately.  If an Event
of Default with respect to the Company specified in Section 501(d) or (e)
occurs, all principal of, premium applicable to, and accrued interest on, the
Notes shall be immediately due and payable on all then outstanding Notes without
any declaration or other act on the part of the Trustee or the Holders.

          At any time after a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter provided in this Article Five, the Holders of a
majority in aggregate principal amount of the then outstanding Notes, by written
notice to the Company and the Trustee, may waive, on behalf of all Holders, a
Default or an Event of Default if:

          (a)  the Company has paid or deposited with the Trustee a sum
     sufficient to pay

               (i)    all overdue interest on all then outstanding Notes,

               (ii)   the principal of (and premium, if any, applicable to) any
                      Notes which would become due otherwise than by 

                                      72
<PAGE>
 
                      such declaration of acceleration, and interest thereon at
                      the rate borne by the Notes,

               (iii)  to the extent that payment of such interest is lawful,
                      interest upon overdue interest at the rate borne by the
                      Notes, and

               (iv)   all sums paid or advanced by the Trustee hereunder and the
                      reasonable compensation, expenses, disbursements and
                      advances of the Trustee, its agents and counsel, and

          (b)  all Events of Default, other than the non-payment of the
     principal of Notes which have become due solely by such declaration of
     acceleration, have been cured or waived as provided in Section 513,
     including, if applicable, any Event of Default relating to the covenants
     contained in Section 1201.

          Notwithstanding the previous sentence of this Section 502, no waiver
shall be effective for any Default or Event of Default with respect to any
covenant or provision which cannot be modified or amended without the consent of
the Holder of each then outstanding Note, unless all such affected Holders
agree, in writing, to waive such Default or Event of Default.  No such waiver
shall cure or waive any subsequent default or impair any right consequent
thereon.

          SECTION 503.  Collection of Indebtedness and Suits for Enforcement by
                        -------------------------------------------------------
Trustee.
------- 

          Company covenants that if

               (a)    a default is made in the payment of any interest on any
     Note when such interest becomes due and payable and such default continues
     for a period of 30 days, or

               (b)    a default is made in the payment of the principal of (or
     premium, if any, on) any Note at the Maturity Date thereof, including the
     payment of the Offer Price on the Purchase Date, and the payment of the
     Change of Control Purchase Price on the Repurchase Date,

                                      73
<PAGE>
 
               (c) the Company shall, upon demand of the Trustee, pay to it, for
     the benefit of the Holders of such Notes, the whole amount then due and
     payable on such Notes for principal, premium (if any) and interest, and, to
     the extent that payment of such interest shall be legally enforceable,
     interest on any overdue principal (and premium, if any) and on any overdue
     interest, at the rate borne by the Notes, and, in addition thereto, such
     further amount as shall be sufficient to cover the costs and expenses of
     collection, including the compensation to, and expenses, disbursements and
     advances of the Trustee, its agents and counsel.

          If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust in favor of the
Holders, may institute a judicial proceeding for the collection of the sums so
due and unpaid, and such further amounts as shall be sufficient to cover the
costs and expenses of collection, including the compensation, expenses,
disbursements of the Trustee, its agents and counsel, may prosecute such
proceeding to judgment or final decree and may enforce the same against the
Company or any other obligor upon the Notes and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of the
Company or any other obligor upon the Notes, wherever situated.

          If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

          SECTION 504.  Trustee May File Proofs of Claim.
                        -------------------------------- 

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Notes
or the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Notes shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for the payment
of overdue principal or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise to take any and all actions under
the TIA, including

                                      74
<PAGE>
 
          (a) to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest owing and unpaid in respect of the Notes and
     to file such 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 agent and counsel) and of the Holders allowed in such judicial
     proceeding, and

          (b) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

          (c) and any custodian, receiver, assignee, trustee, liquidator,
     sequestrator or other similar official in any such judicial proceeding is
     hereby authorized by each Holder to make such payments to the Trustee and,
     in the event that the Trustee shall consent to the making of such payments
     directly to the Holders, to pay to the Trustee any amount due it for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel, and any other amounts due the Trustee
     under Section 607.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment, or composition affecting the Notes or
the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

          SECTION 505.  Trustee May Enforce Claims Without Possession of Notes.
                        ------------------------------------------------------ 

          All rights of action and claims under this Indenture or the Notes may
be prosecuted and enforced by the Trustee without the possession of any of the
Notes or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust in favor of the Holders, and any recovery of judgment shall,
after provision for the payment of the compensation to, and expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Notes in respect of which such judgment
has been recovered.

                                      75
<PAGE>
 
          SECTION 506.  Priorities.
                        ---------- 

          Any money collected by the Trustee pursuant to this Article Six shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal, premium
(if any) or interest, upon presentation of the Notes and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:

          FIRST:  To the Trustee in payment of all amounts due pursuant to
Section 607;

          SECOND:  To the Holders in payment of the amounts then due and unpaid
for principal of, premium (if any) and interest on, the Notes in respect of
which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and
payable on such Notes for principal, premium (if any) and interest,
respectively; and

          THIRD:  To the Company or to such party as a court of competent
jurisdiction shall allow, the remainder, if any.

          The Trustee may fix a record date and a payment date for any payment
to Holders pursuant to this Section 506.

          SECTION 507.  Limitation on Suits.
                        ------------------- 

          No Holder of any Note shall have any right to order or direct the
Trustee to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

          (a) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default;

          (b) the Holders of not less than 25% in principal amount of the then
     outstanding Notes shall have made written request to the Trustee to
     institute proceedings in respect of such Event of Default in its own name
     as Trustee hereunder;

          (c) such Holder or Holders have offered and, if requested, provided to
     the Trustee reasonable security or indemnity against the costs, 

                                      76
<PAGE>
 
     expenses and liabilities to be incurred or reasonably probable to be
     incurred in compliance with such request;

          (d) the Trustee for 60 days after its receipt of such notice, request
     and offer and, if requested, provision of indemnity has failed to institute
     any such proceeding; and

          (e) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     principal amount of the then outstanding Notes;

          (f) it being understood and intended that no one or more Holders shall
     have any right in any manner whatever by virtue of, or by availing of, any
     provision of this Indenture to affect, disturb or prejudice the rights of
     any other Holders, or to obtain or to seek to obtain priority or preference
     over any other Holders or to enforce any right under this Indenture, except
     in the manner herein provided and for the equal and ratable benefit of all
     the Holders.

          SECTION 508  Unconditional Right of Holders to Receive Principal,
                       ----------------------------------------------------
Premium and Interest.
-------------------- 

          Notwithstanding any other provision of this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of, and premium (if any) and interest on, such Note on
the Maturity Dates of such payments as expressed in such Note (in the case of
redemption, the Redemption Price on the applicable Redemption Date, in the case
of the Change of Control Purchase Price, on the applicable Repurchase Date, and
in the case of a Proceeds Offer on the Proceeds Purchase Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.

          SECTION 509.  Restoration of Rights and Remedies.
                        ---------------------------------- 

          If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then, and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies 

                                      77
<PAGE>
 
of the Trustee and the Holders shall continue as though no such proceeding had
been instituted.

          SECTION 510.  Rights and Remedies Cumulative.
                        ------------------------------ 

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes in Section 306, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

          SECTION 511.  Delay or Omission Not Waiver.
                        ---------------------------- 

          No delay or omission by the Trustee or by any Holder of any Note to
exercise any right or remedy arising upon any Event of Default shall impair the
exercise of any such right or remedy or constitute a waiver of any such Event of
Default.  Every right and remedy given by this Article Six or by law to the
Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders, as the case may be.

          SECTION 512.  Control by Holders.
                        ------------------ 

          The Holder or Holders of a majority in aggregate principal amount of
the then outstanding Notes shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred upon the Trustee, provided, however,
                                                          --------  ------- 
that the Trustee may refuse to follow any directions that

          (a) conflicts with any rule of law or with this Indenture,

          (b) the Trustee determines may be unduly prejudicial to the Holders
     not taking part in such direction, or

          (c) may involve the Trustee in personal liability unless the Trustee
     has indemnification satisfactory to it against any loss or expense caused
     by its following such directions, and

                                      78
<PAGE>
 
          (d) provided, further, that the Trustee may take any other action
              --------  -------                                            
     deemed proper by the Trustee which is not inconsistent with such direction.

          SECTION 513.  Waiver of Past Default.
                        ---------------------- 

          Subject to Section 508, the Holder or Holders of not less than a
majority in aggregate principal amount of the then Outstanding Notes may, on
behalf of all Holders, prior to the declaration of acceleration of the maturity
of the Notes, waive any past or existing Default or Event of Default hereunder
and its consequences, except a continuing Default

          (a) in the payment of the principal of, premium, if any, or interest
     on, any Note as specified in clauses (a) and (b) of Section 501, or

          (b) in respect of a covenant or provision hereof which, under Article
     Nine, cannot be modified or amended without the consent of the Holder of
     each then outstanding Note affected.

          Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair the exercise of any right arising therefrom.

          SECTION 514.  Undertaking for Costs.
                        --------------------- 

          All parties to this Indenture agree, and each Holder of any Note by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, 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,
suffered or omitted to be taken by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 25% in aggregate principal amount of the then
outstanding Notes, or to any suit instituted by any Holder for enforcement of
the payment of principal of, or premium (if any) or interest on, any Note on or
after the respective Stated Maturities expressed in such Note (or, in the case
of redemption, on or after the applicable Redemption Date).

                                      79
<PAGE>
 
                                  ARTICLE SIX

                                    TRUSTEE

          The Trustee hereby accepts the trust imposed upon it by this Indenture
and covenants and agrees to perform the same, as herein expressed.

          SECTION 601.  Duties of Trustee.
                        ----------------- 

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

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

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

               (ii) In the absence of bad faith on its part, the Trustee may
                    conclusively rely, as to the truth of the statements and the
                    correctness of the opinions expressed therein, upon
                    certificates or opinions furnished to the Trustee and
                    conforming to the requirements of this Indenture. However,
                    in the case of any such certificates or opinions that by any
                    provision hereof are specifically required to be furnished
                    to the Trustee, the Trustee shall examine the certificates
                    and opinions to determine whether or not they conform to the
                    requirements of this Indenture.

          (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:

                                      80
<PAGE>
 
               (i)   This paragraph does not limit the effect of paragraph (b)
                     of this Section 601.

               (ii)  The Trustee shall not be liable for any error of judgment
                     made in good faith by a Trust Officer, unless it is proved
                     that the Trustee was negligent in ascertaining the
                     pertinent facts.
 
               (iii) The Trustee shall not be liable with respect to any action
                     it takes or omits to take in good faith in accordance with
                     a direction received by it pursuant to Section 612.

          (d)  No provision of this Indenture shall require the Trustee to
     expend or risk its own funds or otherwise incur any financial liability in
     the performance of any of its duties hereunder or to take or omit to take
     any action under this Indenture or at the request, order or direction of
     the Holders or in the exercise of any of its rights or powers if it shall
     have reasonable grounds for believing that repayment of such funds or
     adequate indemnity against such risk or liability is not reasonably assured
     to it.

          (e)  Every provision of this Indenture that in any way relates to the
     Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 601.

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

          SECTION 602.  Rights of Trustee.
                        ----------------- 

          Subject to Section 601 and provisions of TIA Sections 315(a) through
315(d):

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

                                      81
<PAGE>
 
          (b) Before the Trustee acts or refrains from acting, it may consult
     with counsel and may require an Officers' Certificate or an Opinion of
     Counsel, which shall conform to Sections 102 and 103.  The Trustee shall
     not be liable for any action it takes or omits to take in good faith in
     reliance on such certificate or opinion.

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

          (e) The Trustee may consult with counsel and the advice or opinion of
     such counsel as to matters of law shall be full and complete authorization
     and protection in respect of any action taken, omitted or suffered by it
     hereunder in good faith and in accordance with the advice or opinion of
     such counsel.

          (f) The Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, notice, request, direction, consent, order, bond,
     debenture, or other paper or document, but the Trustee, in its discretion,
     may make such further inquiry or investigation into such facts or matters
     as it may see fit.

          (g) The Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture 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 security
     or indemnity satisfactory to the Trustee against the costs, expenses and
     liabilities which may be incurred therein or thereby.

          SECTION 603.  Individual Rights of Trustee.
                        ---------------------------- 

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company, its
Subsidiaries or their respective Affiliates with the same rights it would have
if it were not Trustee.  However, subject to and in accordance with Section
310(b) of the TIA, in the event that the Trustee acquires any conflicting
interest it must eliminate such 

                                      82
<PAGE>
 
conflict within 90 days and apply to the SEC for permission to continue as
Trustee or resign. Any Agent may do the same with like rights. However, the
Trustee must comply with Sections 610 and 611.

          SECTION 604.  Trustee's Disclaimer.
                        -------------------- 

          The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes; it shall not be
accountable for the Company's use of the proceeds from the Notes; it shall not
be responsible for any statement of the Company in this Indenture or in any
document executed in connection with the sale of the Notes or in the Notes other
than the Trustee's certificate of authentication; and it shall not be
responsible for the use or application of any funds received by a Paying Agent
other than the Trustee.

          SECTION 605.  Notice of Default.
                        ----------------- 

          If a Default or an Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to each Holder notice of the
uncured Default or Event of Default within 90 days after such Default or Event
of Default occurs.  Except in the case of a Default or Event of Default in
payment of principal of (or premium, if any) or interest on, any Note (including
the payment of the Change of Control Purchase Price on the Change of Control
Purchase Date, the payment of the Redemption Price on the Redemption Date and
the Section 1013 Offer Price on the Purchase Date), the Trustee may withhold
such notice if and so long as a committee of its Trust Officers in good faith
determines that withholding such notice is in the interests of the Holders.

          SECTION 606.  Reports by Trustee to Holders.
                        ----------------------------- 

          Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, the Trustee shall deliver by first class mail to
each Holder a brief report dated as of such date that complies with TIA (S)
313(a). The Trustee also shall comply with TIA (S)(S) 313(b) and 313(c).

          A copy of each report at the time of its mailing to Holders shall be
mailed to the Company and filed with the SEC and each stock exchange, if any, on
which the Notes are listed.

          The Company shall promptly notify the Trustee in writing if the Notes
become listed on any stock exchange or automatic quotation system.

                                      83
<PAGE>
 
          SECTION 607.  Compensation and Indemnity.
                        -------------------------- 

          The Company shall pay to the Trustee from time to time reasonable
compensation for its services hereunder.  The Trustee's compensation shall not
be limited by any law on compensation relating to the trustee of an express
trust.  The Company shall reimburse the Trustee upon request and presentation by
the Trustee of evidence therefor reasonably acceptable to the Company for all
reasonable disbursements, expenses and advances incurred or made by it.  Such
expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee's agents, accountants, experts and counsel.

          The Company shall indemnify the Trustee (in its capacity as Trustee
and, if applicable, in its capacity as Notes Registrar and Paying Agent) and its
officers, directors, employees and agents against any loss, liability or expense
incurred by it without negligence or bad faith on its part, arising out of or in
connection with the administration of this trust and its rights or duties
hereunder, including the reasonable costs (including reasonable counsel fees and
expenses) and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.  The Trustee shall notify the Company promptly of any claim asserted
against the Trustee for which it may seek indemnity.  However, failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations under this Section 607.  The Company shall defend the claim and the
Trustee shall reasonably cooperate at the Company's expense in the defense.  The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of one such counsel; provided that the Company will not be required
                                  --------                                      
to pay such fees and expenses if it assumes the Trustee's defense and there is
no conflict of interest between the Company and the Trustee in connection with
such defense.  The Company need not pay for any settlement made without its
written consent.  The Company need not reimburse any expense or indemnify
against any loss or liability to the extent incurred by the Trustee through its
negligence, bad faith or willful misconduct.

          To secure the Company's payment obligations in this Section 607, the
Trustee shall have a lien prior to the Notes on all assets held or collected by
the Trustee, in its capacity as Trustee, except assets held in trust to pay
principal of and premium, if any, or interest on particular Notes.

          When the Trustee (in its capacity as Trustee and, if applicable, in
its capacity as Notes Register and Paying Agent) incurs expenses or renders
services after an Event of Default specified in Section 601(d) or (e) occurs,
the expenses and 

                                      84
<PAGE>
 
the compensation for the services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.

          The Company's obligations under this Section 607 and any lien arising
hereunder shall survive the resignation or removal of the Trustee, the discharge
of the Company's obligations pursuant to Article Eight of this Indenture and any
rejection or termination of this Indenture under any applicable Bankruptcy Law.

          SECTION 608.  Replacement of Trustee.
                        ---------------------- 

          A resignation or removal of the Trustee and the appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.  The Trustee may resign
by so notifying the Company in writing.  The Holder or Holders of a majority in
principal amount of the Notes then outstanding may remove the Trustee by so
notifying the Company and the Trustee in writing and may appoint a successor
trustee with the Company's consent, which consent shall not be unreasonably
withheld.  The Company may remove the Trustee if:

          (a) the Trustee fails to comply with Section 610;

          (b) the Trustee is adjudged bankrupt or insolvent or an order for
     relief is entered with respect to the Trustee under any Bankruptcy Law and
     such order shall remain unstayed and in effect for a period of 60
     consecutive days;

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

          (d) the Trustee becomes incapable of acting.

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

          A successor Trustee appointed as provided in this Section shall
deliver a written acceptance of its appointment to the retiring Trustee and to
the Company.  Immediately thereafter, the retiring Trustee shall transfer all
property held 

                                      85
<PAGE>
 
by it as Trustee to the successor Trustee, subject to the lien provided in
Section 607, 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. A successor Trustee shall mail
notice of its succession to each Holder.

          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holder or Holders of at least 10% in principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

          If the Trustee fails to comply with Section 610, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

          Notwithstanding replacement of the Trustee pursuant to this Section
608, the Company's obligations under Section 607 shall continue for the benefit
of the retiring Trustee.

          SECTION 609.  Successor Trustee by Merger, Etc.
                        -------------------------------- 

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the resulting, surviving or
transferee corporation or national banking association without any further act
shall, if such resulting, surviving or transferee corporation or national
banking association is otherwise eligible hereunder, be the successor Trustee.

          SECTION 610.  Eligibility; Disqualification.
                        ----------------------------- 

          The Trustee shall at all times satisfy the requirements of TIA (S)
310(a)(1) and TIA (S) 310(a)(5).  The Trustee shall have a combined capital and
surplus of at least $75,000,000 as set forth in its most recent published annual
report of condition.  The Trustee shall comply with TIA (S) 310(b); provided
                                                                    --------
that there shall be excluded from the operation of TIA (S) 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 (S) 310(b)(1) are met.

                                      86
<PAGE>
 
          SECTION 611.  Preferential Collection of Claims against Company.
                        ------------------------------------------------- 

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

          SECTION 612.  Acceptance of Appointment by Successor.
                        -------------------------------------- 

          Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.  Upon reasonable request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts.

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


                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

          SECTION 701.  Disclosure of Names and Addresses of Holders.
                        -------------------------------------------- 

          Every Holder of Notes, by receiving and holding the same, agrees with
the Company and the Trustee that none of the Company or the Trustee or any agent
of either of them shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders in accordance with
TIA Section 312, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under TIA Section 312(b).

                                      87
<PAGE>
 
          SECTION 702.  Reports by Trustee.
                        ------------------ 

          Within 60 days after May 15 of each year commencing with the first May
15 after the first issuance of Notes, the Trustee shall transmit to the Holders,
in the manner and to the extent provided in TIA Section 313(c), a brief report
dated as of such May 15 if required by TIA Section 313(a).


                                 ARTICLE EIGHT

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

          SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.
                        ---------------------------------------------------- 

          The Company shall not in a single transaction or through a series of
related transactions consolidate with or merge with or into another person or
directly or indirectly sell, transfer, lease or convey all or substantially all
of its properties and assets to another person unless:

          (a)  (i) the Company is the continuing corporation in the case of a
merger or (ii) the resulting, surviving or transferee entity (the "Surviving
Entity") is a corporation or partnership organized under the laws of the United
States, any state thereof or the District of Columbia and expressly assumes by
supplemental indenture in a form reasonably satisfactory to the Trustee all of
the obligations of the Company under this Indenture and the Securities;

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

          (c)  the Consolidated Net Worth of the Company or the Surviving
Entity, as the case may be, on a pro forma basis after giving effect to such
consolidation, merger or sale, transfer, lease or conveyance of assets (but
prior to any purchase accounting adjustments resulting from the transaction) is
not less than the Consolidated Net Worth of the Company, immediately prior to
the date of the transaction; and

          (d)  immediately after giving effect to such transaction, the Company
or the Surviving Entity, as the case may be, on a pro forma basis would be able
to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness)
under 

                                      88
<PAGE>
 
Section 1010 as if, in the case of the Surviving Entity, such Person were the
Company.

          Notwithstanding the foregoing, clause (d) above shall not prohibit a
transaction, the principal purpose of which is (as determined in good faith by
the Board of Directors of the Company and evidenced by a Board Resolution) to
change the state of incorporation of the Company, and such transaction does not
have as one of its purposes the evasion of the restrictions of this section.

          SECTION 802.  Opinion of Counsel to Trustee; Officers' Certificate.
                        ---------------------------------------------------- 

          The Trustee, subject to the provisions of Section 601 and 602, shall
receive and be entitled to rely upon an Officers' Certificate and an Opinion of
Counsel each stating that such consolidation, merger, sale, lease or conveyance,
and any such assumption, complies with the applicable provisions of this
Indenture and that all conditions precedent herein provided relating to such
transaction have been complied with.

          SECTION 803.  Successor Corporation Substituted.
                        --------------------------------- 

          Upon any consolidation or merger, or any transfer of assets in
accordance with Section 801, the Surviving Entity formed by such consolidation
or into which the Company is merged or to which such transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such Surviving
Entity had been named as the Company herein, all without any further act or deed
on the part of such successor being required.  When a Surviving Entity duly
assumes all of the obligations of the Company pursuant hereto and pursuant to
the Securities, the predecessor shall be released from such obligations.


                                 ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

          SECTION 901.  Supplemental Indentures Without Consent of Holders.
                        -------------------------------------------------- 

          Without notice to or the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to

                                      89
<PAGE>
 
time, may amend, waive or supplement this Indenture and the Notes and (if
necessary) enter into one or more indentures supplemental hereto, in form
reasonably satisfactory to the Trustee, for any of the following purposes:

          (1) to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants of the Company
     contained herein or in the Notes, or

          (2) 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, or

          (3) to add any additional Events of Default, or

          (4) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee pursuant to the requirements of Section
     612, or

          (5) to cure any ambiguity, to correct or supplement any provision
     herein that may be inconsistent with any other provision herein or in the
     Notes, or to add any other provisions with respect to matters or questions
     arising under this Indenture or the Notes; provided that such action shall
                                                --------                       
     not adversely affect the interests of the Holders in any material respect,
     or

          (6) to provide for uncertificated Notes in addition to or in place of
     certificated Notes, or

          (7) to change or eliminate any of the provisions herein or in the
     Notes; provided that any such change or elimination shall become effective
            --------                                                            
     only when there is not Outstanding any Note created prior to the execution
     of such amendment, waiver or supplemental indenture that is entitled to the
     benefit of such provision, or

          (8) to comply with the requirements of the Commission in order to
     effect or maintain the qualification of this Indenture under the Trust
     Indenture Act.

                                      90
<PAGE>
 
          SECTION 902.  Supplemental Indentures with Consent of Holders.
                        ----------------------------------------------- 

          Subject to Section 508, with the consent of the Holders of a majority
in aggregate principal amount of the then outstanding Notes evidenced by written
act of said Holders delivered to the Company and the Trustee and without prior
notice to any other Holder, the Company, when authorized by Board Resolution,
and the Trustee may amend or supplement this Indenture or the Notes or enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or the Notes or of modifying in any manner the rights of the
Holders under this Indenture or the Notes.  Subject to Section 508, the Holder
or Holders of a majority in principal amount of the then outstanding Notes may
waive compliance by the Company with any provision of this Indenture or the
Notes, evidenced by written act of said Holder or Holders delivered to the
Company and the Trustee and without prior notice to any other Holder.
Notwithstanding any of the above, however, no such amendment, supplemental
indenture or waiver shall, without the consent of the Holder of each outstanding
Note affected thereby:

          (a)  change the percentage of principal amount of Notes whose Holders
must consent to an amendment, supplement or waiver of any provision of this
Indenture or the Notes;

          (b)  reduce the rate of or extend the time for payment of interest on
any Note;

          (c)  reduce the principal amount of any Note, or reduce the Change of
Control Purchase Price (as defined in Section 1201(a)) or the Section1013 Offer
Price or the Redemption Price;

          (d)  change the Stated Maturity or the Repurchase Date (as defined in
Section 1201(a)) or the Purchase Date of any Note;

          (e)  alter the redemption provisions of Article Eleven or the terms or
provisions of Section 1013 or the terms or provisions of Article Twelve, in any
case, in a manner adverse to any Holder;

          (f)  make any changes in the provisions concerning waivers of Defaults
or Events of Default by Holders of the Notes or the rights of Holders to recover
the principal or premium of, interest on, or redemption payment with respect to,
any Note;

                                      91
<PAGE>
 
          (g)  make any changes in Section 504, 507 or this third sentence of
this Section 902; or

          (h)  make the principal of, or the interest on, any Note payable with
anything or in any manner other than as provided for in this Indenture and the
Securities as in effect on the date hereof.

          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.

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

          After an amendment, supplement or waiver under this Section 902 or
9.04 becomes effective, it shall bind each Holder.

          In connection with any amendment, supplement or waiver under this
Article Nine, the Company may, but shall not be obligated to, offer to any
Holder who consents to such amendment, supplement or waiver, or to all Holders,
consideration for such Holder's consent to such amendment, supplement or waiver.


          SECTION 903.  Execution of Supplemental Indentures.
                        ------------------------------------ 

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture.  The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

                                      92
<PAGE>
 
          SECTION 904.  Effect of Supplemental Indentures.
                        --------------------------------- 

          Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Notes theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby.

          SECTION 905.  Conformity with Trust Indenture Act.
                        ----------------------------------- 

          Every supplemental indenture executed pursuant to the Article shall
conform to the requirements of the Trust Indenture Act as then in effect if this
Indenture shall then be required to be qualified under the TIA.

          SECTION 906.  Reference in Notes to Supplemental Indentures.
                        --------------------------------------------- 

          Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture.  If the Company shall so determine,
replacement Notes so modified as to conform, in the opinion of the Trustee and
the Company, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Notes.

          SECTION 907.  Notice of Supplemental Indentures.
                        --------------------------------- 

          Reasonably promptly after the execution by the Company and the Trustee
of any supplemental indenture pursuant to the provisions of Section 902, the
Company shall give notice thereof to the Holders of each Outstanding Note
affected, in the manner provided for in Section 106, setting forth in general
terms the substance of such supplemental indenture.  Any failure of the Company
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any supplemental indenture or effectiveness of
any such amendment, supplement or waiver.

          SECTION 908.  Effect of Consents.
                        ------------------ 

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of that Note or portion of that Note that evidences the same debt as the

                                      93
<PAGE>
 
consenting Holder's Note, even if notation of the consent is not made on any
Note. After an amendment, supplement or waiver becomes effective, it shall bind
every Holder of Notes.


                                  ARTICLE TEN

                                   COVENANTS

          SECTION 1001.  Payment of Notes.
                         ---------------- 

          The Company shall pay or cause to be paid the principal of and
interest on the Notes on the dates and in the manner provided in the Notes.  An
in  stallment of principal of or interest on the Notes shall be considered paid
on the date it is due if the Trustee or Paying Agent holds for the benefit of
the Holders on or before 10:00 a.m. New York City time on that date, U.S. Legal
Tender designated for and sufficient to pay the installment.

          The Company shall pay interest on overdue principal and on overdue
installments of interest at the rate specified in the Notes compounded semi-
annually, to the extent lawful.

          SECTION 1002.  Maintenance of Office or Agency.
                         ------------------------------- 

          The Company shall maintain in the Borough of Manhattan, The City of
New York, an office or agency where Notes may be presented or surrendered for
payment or for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served.  The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency.  If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 105.  The Company hereby initially designates the
Corporate Trust Office of the Trustee as such office of the Company.

          The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
                                                                       -------- 
however, that no such designation or rescission shall in any manner relieve the
-------                                                                        

                                      94
<PAGE>
 
Company of its obligation to maintain an office or agency in the Borough of
Manhat  tan, The City of New York, for such purposes.  The Company shall give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

          SECTION 1003.  Corporate Existence.
                         ------------------- 

          Subject to Article Five, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the corporate or other existence of each of its Restricted
Subsidiaries in accordance with the respective organizational documents of each
of them and the rights (charter and statutory) and corporate franchises of the
Company and each of its Restricted Subsidiaries; provided, however, that the
                                                 --------  -------          
Company shall not be required to preserve, with respect to itself, any right or
franchise, and with respect to any of its Restricted Subsidiaries, any such
existence, right or franchise, if the Board of Directors of the Company or such
Restricted Subsidiary, as the case may be, shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company or
any such Restricted Subsidiary, as applicable, and that the loss thereof is not
disadvantageous in any material respect to the Holders; and provided further,
however, that the provisions of this Section 1003 shall not limit the ability of
the Company or any Restricted Subsidiary of the Company to engage in any
transaction permitted by Article Eight hereof.

          SECTION 1004.  Payment of Taxes and Other Claims.
                         --------------------------------- 

          The Company shall, and shall cause each of its Restricted Subsidiaries
to, pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (a) all material taxes, assessments and governmental charges
(including withholding taxes and any penalties, interest and additions to taxes)
levied or imposed upon the Company or any of its Restricted Subsidiaries or
properties or assets of the Company or any of its Restricted Subsidiaries and
(b) all material lawful claims, whether for labor, materials, supplies, services
or anything else, which have become due and payable and which by law have or may
become a Lien upon the property or assets of the Company or any of its
Restricted Subsidiaries; 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 whose amount, applicability or validity is being
contested in good faith by appropriate proceedings and, if required by GAAP, for
which disputed amounts adequate reserves have been established or where the
failure to effect such payment or discharge is not adverse in any material
respect to any Holder.

                                      95
<PAGE>
 
          SECTION 1005.  Maintenance of Properties and Insurance.
                         --------------------------------------- 

          The Company shall cause all material properties owned by or leased to
it or any of its Restricted Subsidiaries and used or useful in the conduct of
its respective business or the business of any of its Restricted Subsidiaries to
be maintained and kept in normal condition, repair and working order (reasonable
wear and tear excepted) and supplied with all necessary equipment and shall
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in its judgment may be necessary, so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
                        --------  -------                                    
prevent the Company from discontinuing the use, operation or maintenance of any
of such properties, or disposing of any of them, if such discontinuance or
disposal is, in the judgment of the Board of Directors of the Company or any of
its Restricted Subsidiaries concerned, or of an officer (or other agent employed
by the Company or such Restricted Subsidiary) of the Company or such Restricted
Subsidiary having managerial responsibilities for any such property, desirable
in the conduct of the business of the Company or such Restricted Subsidiary, as
the case may be; and provided further, however, that the provisions of this
Section 1005 shall not limit the ability of the Company or of any Restricted
Subsidiary of the Company to engage in any transaction permitted by Article
Eight hereof.

          The Company shall provide, or cause to be provided, for itself and
each of its Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds that, in the reasonable, good faith opinion
of the Company are adequate and appropriate for the conduct of the business of
the Company and such Subsidiaries in a prudent manner, with reputable insurers
or with the government of the United States of America or an agency or
instrumentality thereof, in such amounts, with such deductibles, and by such
methods as shall be customary, in the reasonable, good faith opinion of the
Company and adequate and appropriate for the conduct of the business of the
Company and such Subsidiaries in a prudent manner for corporations similarly
situated in the industry.

          SECTION 1006.  Compliance Certificate; Notice of Default.
                         ----------------------------------------- 

          The Company shall deliver to the Trustee within 120 days after the end
of each fiscal year an Officers' Certificate stating that a review of its
activities and the activities of its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this 

                                      96
<PAGE>
 
Indenture and further stating, as to each such Officer signing such certificate,
whether or not the signer knows of any failure by the Company or any Subsidiary
of the Company to comply with any conditions or covenants in this Indenture and,
if such signer does know of such a failure to comply, the certificate shall
describe such failure with particularity. The Officers' Certificate shall also
notify the Trustee should the relevant fiscal year end on any date other than
the current fiscal year end date.

          The Company shall deliver to the Trustee within 120 days after the end
of each of its fiscal years a written report of a firm of independent certified
public accountants with an established national reputation (who may be the
Company's regular independent accountants) stating that in conducting their
audit for such fiscal year, nothing has come to their attention that caused them
to believe that the Company or any Subsidiary of the Company was not in
compliance with the provisions set forth in Section 1009, 1010, 1013 or 1016 of
this Indenture, or, if such violation has occurred, specifying the nature and
period of existence thereof, it being understood that such accountants shall not
be liable directly or indirectly to any Person for any failure to obtain
knowledge of any such violation.

          The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Default, Event of
Default or default in the performance of any covenant, agreement or condition
contained in this Indenture or the Notes, an Officers' Certificate specifying
such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.  The Trustee shall not be deemed to have
knowledge of a Default or an Event of Default unless one of its trust officers
receives notice of the Default giving rise thereto from the Company or any of
the Holders.

          SECTION 1007.  SEC Reports.
                         ----------- 

          The Company shall deliver to the Trustee and mail to each Holder,
within 15 days after it files them with the SEC, copies of its annual report and
of 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) which
the Company is required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act. Notwithstanding that the Company may not be required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall continue to file with the SEC and provide the Trustee and
Holders with such annual reports and such information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) 

                                      97
<PAGE>
 
which are specified in Section 13 and 15(d) of the Exchange Act. The Company
also shall comply with the other provisions of TIA (S) 314(a).

          SECTION 1008.  Waiver of Stay, Extension or Usury Laws.
                         --------------------------------------- 

          The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or
other law, wherever enacted, which would prohibit or forgive the Company from
paying all or any portion of the principal of or interest on the Notes as
contemplated herein, now or at any time hereafter in force, or which may affect
the covenants or the perfor  mance of this Indenture; and (to the extent that it
may lawfully do so) the Company hereby expressly waives all benefit or advantage
of any such law insofar as such law applies to the Notes, and covenants that it
shall not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

          SECTION 1009.  Limitation on Restricted Payments.
                         --------------------------------- 

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, make any Restricted Payment, if, after
giving effect thereto (i) a Default or an Event of Default, shall have occurred
and be continuing or (ii) the aggregate amount of all Restricted Payments made
and the amount of Investments then outstanding pursuant to clause (vii)(y) under
Section 1016 by the Company and its Restricted Subsidiaries (the amount
expended, distributed or invested for such purposes, if other than in cash, to
be determined in good faith by the Board of Directors of the Company and
evidenced by a Board Resolution) from and after the date of the Indenture shall
exceed the sum of (a) 50% of Consolidated Net Income of the Company accrued for
the period (taken as one accounting period) commencing with the date of the
Indenture to and including the date of such calculation (or, in the event
Consolidated Net Income for such period is a deficit, then minus 100% of such
deficit); (b) 50% of the (1) increase in depreciation expense resulting from the
application of APB 16 purchase accounting to the acquisition of the Company in
1990, and (2) amortization of goodwill and deferred financing costs existing as
of the date of the Indenture, in each case, for the period specified in clause
(a) above; (c) the aggregate net cash proceeds, including marketable securities,
received by the Company or Holding from the issuance or sale (other than to a
Subsidiary of the Company or Holding, as the case may be) of its Capital Stock
(other than Redeemable Stock) or any convertible debt securities that have been
converted into shares of Capital Stock (other than Redeemable Stock), from and

                                      98
<PAGE>
 
after the date of this Indenture, provided that, in the case of any issuance or
sale by Holding such net cash proceeds are contributed as a capital contribution
in exchange for common stock of the Company; (d) the aggregate amount received
by the Company or its Restricted Subsidiaries from an Unrestricted Subsidiary
(excluding amounts received by the Company or any Restricted Subsidiary from an
Unrestricted Subsidiary which represents a repayment of the principal portion of
any loan or advance or any return of contributed capital); (e) if there is a
redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries of the
Company, such aggregate amount of the net reduction in Investments in clause
(vii) of Section 1016 not to exceed in the case of any Unrestricted Subsidiaries
the amount of Restricted Investments previously made by the Company or any
Restricted Subsidiary of the Company in such Unrestricted Subsidiary which
amount was included in the calculation of the amount of Restricted Payments; and
(f) $10,000,000.

          The foregoing clause (ii) will not prevent (a) the payment of any
dividend on Capital Stock within 60 days after the date of its declaration if
such dividend could have been made on the date of its declaration in compliance
with the foregoing provisions, (b) the purchase, redemption or retirement or
other acquisition of Capital Stock in exchange for or out of the proceeds of a
substantially concurrent issue and sale (other than to a Subsidiary) of other
shares of Capital Stock (other than Redeemable Stock) of the Company, (c) cash
dividends paid to Holding which dividends are used by Holding to repurchase
Capital Stock of Holding from officers and employees (or their estates) of
Holding, the Company or its Subsidiaries upon death, disability or termination
of employment of such officers and employees to the extent required by the terms
of the Stockholders' Agreement, including any extension of the Stockholders'
Agreement on substantially the same terms and conditions, as in effect on the
date of the Indenture; provided, however, that the aggregate amount of all such
repurchases in any fiscal year of the Company does not exceed $5,000,000; (d)
cash dividends paid to Holding which dividends are used by Holding to repurchase
shares of its Capital Stock from participants who are distributed such shares
from the ESOP to the extent required by the terms thereof as in effect on the
date of the Indenture; (e) cash dividends paid to Holding out of the net
proceeds to the Company of any benefits paid pursuant to the terms of the Life
Insurance Policies; provided, however, that such net proceeds shall be first
used to repurchase Capital Stock of Holding from the estate of such former
officer or employee if such repurchase is required by the ESOP, the
Stockholders' Agreement or any other agreement and provided, further, that the
amount of such dividend shall be excluded in the calculation of Restricted
Payments for purposes of clause (ii) of the immediately preceding paragraph; (f)
the purchase, redemption, retirement or other acquisition of any Indebtedness
with the Net Proceeds from Asset Dispositions as permitted under 

                                      99
<PAGE>
 
Section 1013; (g) the exchanging, refinancing or refunding of Subordinated
Indebtedness through the issuance of Subordinated Indebtedness so long as (1)
the principal amount of the new Subordinated Indebtedness to be issued does not
exceed the principal amount (plus any premium and consent payments required) of
the Subordinated Indebtedness so exchanged, refinanced or refunded and (2) the
Subordinated Indebtedness to be issued does not have a final maturity or
mandatory redemption payments prior to the earlier of the final maturity of the
Subordinated Indebtedness being so exchanged, refinanced or refunded or the
stated maturity of the Notes; (h) any securities or other Investments received
in connection with any sale or other disposition of property or assets,
including any Asset Disposition that complies with Section 1013; and (i)
Investments in connection with a Financing Disposition by or to any Receivables
Entity, including Investments of funds held in accounts permitted or required by
the arrangements governing such Financing Disposition or any related
Indebtedness.

          SECTION 1010.  Limitation on Indebtedness.
                         -------------------------- 

          The Company shall not create, incur, assume, guarantee or otherwise
become liable for, and shall not permit any of its Restricted Subsidiaries to
create, incur, assume, guarantee or otherwise become liable for, any
Indebtedness, except for Permitted Indebtedness.

          Notwithstanding the foregoing, the Company may create, incur, assume,
guarantee or otherwise become liable for Indebtedness (other than guarantees of
Indebtedness, the incurrence of which would not be permitted under the
Indenture) if, at the time such Indebtedness is so created, incurred or assumed
and after giving effect thereto and the application of the proceeds therefrom,
the Fixed Charge Coverage Ratio of the Company for the four most recent fiscal
quarters for which financial information is available shall not be less than 2.0
to 1.0.

          For purposes of calculating the Fixed Charge Coverage Ratio referred
to above, if the Indebtedness to be created, incurred or assumed is Indebtedness
of an entity which is to be acquired by, and made a Restricted Subsidiary of,
the Company or of a Restricted Subsidiary (whether or not such Indebtedness was
incurred by such entity in connection with such acquisition), or is Indebtedness
incurred by the Company or any Restricted Subsidiary in connection with such
acquisition, then the Fixed Charge Coverage Ratio of the Company shall be
determined on a pro forma basis giving effect to both the Fixed Charges related
to such additional Indebtedness as well as the Consolidated Cash Flow of the
entity to be acquired.

                                      100
<PAGE>
 
          SECTION 1011.  Limitation on Liens.
                         ------------------- 

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries, directly or indirectly, to create, incur, assume or permit to
exist any Lien except for Permitted Liens upon or with respect to any of its
property, whether owned at the date of the Indenture or thereafter acquired, or
on any income or profits therefrom or assign or otherwise convey any right to
receive income, unless the Notes are secured equally and ratably simultaneously
with or prior to the creation, incurrence or assumption of such Lien.

          If at any time the Company or any of its Restricted Subsidiaries shall
incur any Lien requiring that the Notes be equally and ratably secured pursuant
to the covenant in subsection (a) of this Section,  the Company shall promptly
deliver to the Trustee an Officers' Certificate, stating that such covenant has
been complied with, and an Opinion of Counsel, stating that in such counsel's
opinion such covenant has been complied with and that any instruments executed
by the Company or any Restricted Subsidiary in their performance of such
covenant complied with the requirements thereof.

          SECTION 1012.  Limitation on Sale and Leaseback Transactions.
                         --------------------------------------------- 

          The Company shall not, and shall not permit any Restricted Subsidiary
to, enter into any Sale and Leaseback Transaction unless (i) the Company would
be able to incur Indebtedness (other than Permitted Indebtedness) in an amount
equal to the Attributable Debt with respect to such Sale and Leaseback
Transaction or (ii) where the Company or such Restricted Subsidiary receives
consideration from such Sale and Leaseback Transaction at least equal to the
fair market value of the property subject thereto (which shall be determined in
good faith by the Board of Directors and evidenced by a Board Resolution) and
applies the Net Proceeds of such Sale and Leaseback Transaction in accordance
with the provisions set forth in Section 1013.

          SECTION 1013.  Limitations on Dispositions of Assets.
                         ------------------------------------- 

          (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, sell, transfer, lease, convey or otherwise dispose of any assets
(other than (i) an asset disposition or the sale of Inventory in the ordinary
course of business consistent with past practice, (ii) any Financing
Disposition, (iii) any disposition of the Designated Facilities, or (iv) as
permitted under Section 801 which constitutes a transfer, conveyance, sale,
lease or other disposition of all or substantially all of the Company's assets)
unless (a) the Company (or the Restricted Subsidiary, as the case 

                                      101
<PAGE>
 
may be) receives consideration at the time of such disposition (an ''Asset
Disposition'') at least equal to the fair market value of the assets disposed of
(which shall be determined in good faith by the Board of Directors and evidenced
by a Board Resolution), and (b) the Net Proceeds received by the Company for
such disposition consists of at least 75% cash, provided, however, that for the
                                                --------  --------             
purposes of this covenant, "cash" shall include (i) the amount of any
liabilities (other than liabilities that are by their terms subordinated to the
Notes) of the Company or such Restricted Subsidiary (as shown on the Company's
or such Restricted Subsidiary's most recent balance sheet or in the notes
thereto) that are assumed by the transferee of any such assets or other property
in such Asset Disposition or are no longer the liability of the Company or any
Restricted Subsidiary (and excluding any liabilities that are incurred in
connection with or in anticipation of such Asset Disposition), but only to the
extent that such assumption is effected on a basis under which there is no
further recourse to the Company or any of its Restricted Subsidiaries with
respect to such liabilities and (ii) any securities, notes or other obligations
received by the Company or any such Restricted Subsidiary in connection with
such Asset Disposition that are converted by the Company or such Restricted
Subsidiary into cash within 180 days of receipt. Within 18 months from the date
of such disposition, the Net Proceeds (other than Net Proceeds of any Asset
Disposition of the Excluded Facility) thereof shall be (x) applied to capital
expenditures of the Company or the Restricted Subsidiaries; (y) used by the
Company or a Restricted Subsidiary to acquire additional properties or assets
related to the Company's business or to make Investments in entities, which,
after giving effect to such Investment, will become Restricted Subsidiaries, or
(z) applied to repay, repurchase or redeem Indebtedness of a Restricted
Subsidiary or Indebtedness of the Company ranking on a parity with or senior to
the Notes; provided, however, that if such repaid, repurchased or redeemed
Indebtedness is Indebtedness incurred under or in respect of the New Credit
Facility (or any substitute or replacement facility), the amount of borrowing
capacity under such facility shall be permanently reduced by the amount of such
repayment, repurchase or redemption; provided, however, no such permanent
                                     --------  -------                   
reduction in borrowing capacity shall be required if such repayment, repurchase
or redemption is made with the Net Proceeds remaining after consummation of a
Proceeds Offer (as defined below).

          To the extent that Net Proceeds from such disposition are not so
applied, the Company (or the Restricted Subsidiary, as the case may be) shall
use the remaining Net Proceeds (less any amount of Net Proceeds used to pay
reasonable fees and expenses connected with an offer to purchase hereunder) (the
"Purchase Amount") to make an offer to purchase Notes in accordance with
Section 1013(b) ("Proceeds Offer") at a price equal to 100% of the principal
amount thereof. If at any 

                                      102
<PAGE>
 
time any non-cash consideration received by the Company or a Restricted
Subsidiary in respect of a disposition of assets is converted into or sold or
otherwise disposed of for cash, then such cash shall constitute Net Proceeds for
purposes of this provision and shall be applied in accordance with the preceding
two sentences within 30 days of the receipt of such cash. The receipt of all
proceeds of insurance paid on account of the loss of or damage to any assets and
awards of compensation for any such assets taken by condemnation or eminent
domain, net of expenses incurred in their collection, shall constitute Net
Proceeds.

          Notwithstanding the foregoing, a Proceeds Offer may be deferred with
respect to an Asset Disposition or series of related Asset Dispositions if the
Net Proceeds, after giving effect to the application, if any, as set forth in
clauses (x), (y) or (z) above, is less than $5,000,000. Such Proceeds Offer may
be deferred until such time as such Net Proceeds, plus the aggregate amount of
Net Proceeds resulting from any prior or subsequent Asset Disposition(s) during
any 12 month period not otherwise applied as provided in clauses (x), (y) or (z)
above, is at least equal to $7,500,000, at which time the Company shall apply
all such Net Proceeds to a Proceeds Offer pursuant to Section 1013(b).

          Notwithstanding the foregoing, to the extent that any or all of the
Net Proceeds of any disposition of assets is prohibited or delayed by applicable
local law from being repatriated to the United States, the portion of such Net
Proceeds so affected will not be required to be applied pursuant to this
provision but may be retained for so long, but only for so long, as the
applicable local law will not permit repatriation to the United States. The
Indenture provides that the Company will promptly take all reasonable actions
required by the applicable local law to permit such repatriation, and once such
repatriation of any affected Net Proceeds is permitted under applicable local
law, such repatriation will be immediately effected and such repatriated Net
Proceeds will be applied in the manner set forth above as if such disposition of
assets had occurred on the date of repatriation.

          (b) No later than the expiration of the 18-month period referred to in
Section 1013(a) (the "Proceeds Offer Trigger Date") in respect of an Asset
Disposition, the Company shall provide the Trustee with (i) an Officer's
Certificate setting forth a statement to the effect that (A) the Company or one
of its Restricted Subsidiaries has had an Asset Disposition, (B) the aggregate
principal amount of Notes able to be purchased and the basis of calculation in
determining such aggregate principal amount and (C) detailing the terms of a
Proceeds Offer or (ii) a statement to the effect that a Proceeds Offer need not
be made and briefly stating the reason that a Proceeds Offer need not be made.

                                      103
<PAGE>
 
          Notice of a Proceeds Offer shall be mailed by the Company (or caused
to be mailed by the Company), not more than 30 days following the Proceeds Offer
Trigger Date, to the Holders of all Notes at their last address as it appears on
the registry books of the Registrar with a copy to the Trustee.  The notice
shall de  scribe the transaction or transactions resulting in the Proceeds Offer
and shall contain all instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Proceeds Offer.  The notice shall state:

          (A)  that a Proceeds Offer is being made pursuant to this Section for
     Notes in an aggregate principal amount equal to the Purchase Amount at a
     purchase price in cash equal to 100% of the principal amount thereof, plus
     accrued and unpaid interest to the Proceeds Purchase Date (defined below),
     and that if the Notes tendered in the Proceeds Offer exceed the Purchase
     Amount, Notes will be accepted for payment on a pro rata basis (in integral
                                                     --------                   
     multiples of $1,000);

          (B)  the purchase date, which shall be no earlier than 30 days nor
     later than 60 days after the date such notice is mailed (the "Proceeds
     Purchase Date");

          (C)  that any Note not tendered or accepted for purchase will continue
     to accrue interest in accordance with the terms thereof;

          (D)  that any Note purchased pursuant to a Proceeds Offer shall cease
     to accrue interest after the Proceeds Purchase Date:

          (E)  that Holders electing to have a Note purchased pursuant to a
     Proceeds Offer will be required to surrender the Note, with the form
     entitled "Option of Holder to Elect Purchase" on the reverse side of the
     Security completed, to the Paying Agent at the address specified in the
     notice not later than the close of business on the tenth Business Day prior
     to the Proceeds Purchase Date;

          (F)  that Holders will be entitled to withdraw their election, in
     whole or in part, if the Trustee receives, not later than the close of
     business on the fifth Business Day prior to the Proceeds Purchase Date, as
     specified by the Company in such notice (or such shorter period as may be
     required by applicable law), a telegram, telex, facsimile transmission or
     letter setting forth the name of the Holder, the principal amount of Notes
     the Holder previously 

                                      104
<PAGE>
 
     delivered for purchase and a statement that such Holder is withdrawing his
     election to have such Notes purchased; and

          (G)  that Holders whose Notes are accepted for purchase in part only
     will be issued new Notes equal in principal amount to the unpurchased
     portion of such Notes surrendered.

          On or before the Proceeds Purchase Date, the Company shall (A) accept
for payment the Notes or portions thereof properly tendered pursuant to the
Proceeds Offer up to the Purchase Amount (and if more than the Purchase Amount
has been tendered, shall select the Securities to be repurchased on a pro rata
                                                                      --- ----
basis), (B) deposit with the Paying Agent U.S. Legal Tender sufficient to pay
the purchase price of all Notes or portions thereof to be purchased and (C)
deliver to the Trustee an Officer's Certificate listing the Notes or portions
thereof purchased by the Company.  The Payment Agent shall promptly mail to the
Holders of Notes so accepted payment in an amount equal to the purchase price of
such Notes, and the Trustee shall promptly authenticate and deliver by first
class mail to each such Holder a new Note equal in principal amount to the
principal amount of any unpurchased portion of the Notes surrendered.  Any Notes
not so accepted shall be promptly mailed or delivered by the Paying Agent to the
Holder thereof.  The Company will publicly announce the results of the Proceeds
Offer on or as soon as practicable after the Proceeds Purchase Date.

          In making any Proceeds Offer, the Company shall comply with the
applicable rules and regulations of the SEC under the Exchange Act, including to
the extent then applicable Rule 14e-1.  Such compliance to the extent
inconsistent with any provision of this Section 1013, shall be deemed full
compliance with this Section 1013.

          SECTION 1014.  Limitation on Restricted Subsidiary Dividends.
                         --------------------------------------------- 

          The Company  shall not, and shall not permit any of its Restricted
Subsidiaries to, create, assume or suffer to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to (i) pay dividends or make any other distributions in respect of
such Restricted Subsidiary's Capital Stock or otherwise transfer cash or assets
or make loans or advances to the Company or any other Restricted Subsidiary, or
pay Indebtedness owing to the Company or any other Restricted Subsidiary, (ii)
make any loans or advances to the Company or any Restricted Subsidiary, or (iii)
transfer any of its property or cash to the Company or any Restricted
Subsidiary, other than as permitted by the Indenture, 

                                      105
<PAGE>
 
except for such encumbrances or restrictions existing under or by reason of (a)
applicable law, (b) customary non-assignment provisions of any agreement or
obligation, including a lease governing a leasehold interest, of the Company or
a Subsidiary of the Company, (c) the Indenture, (d) the Special Term Loan
Agreement and any amendments, modifications or refinancing thereof, provided,
however, that any such amendments, modifications, or refinancings shall not
impose any greater encumbrance or restriction than those contemplated by the
Special Term Loan Agreement as in existence on the date of original issuance of
the Notes, (e) the New Credit Facility, provided, however, that any amendments
to the New Credit Facility shall not impose any greater encumbrance or
restriction than those contemplated by such New Credit Facility as in existence
on the date of original issuance of the Notes, (f) any Indebtedness incurred
pursuant to clause (xv) of the definition of Permitted Indebtedness and any
amendments, modifications or refinancings thereof, (g) any instrument governing
Indebtedness of a Person acquired by the Company or any Subsidiary of the
Company at the time of such acquisition, which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than
the Person, or the property or assets of the Person, so acquired, (h) any
restriction on the sale or other disposition of assets or property securing
Indebtedness as a result of a Permitted Lien on such assets or property
(including without limitation, customary restrictions relating to assets
securing any indebtedness under the Special Term Loan Agreement, the New Credit
Facility or the Indebtedness incurred pursuant to clause (ix) or (xv) of the
definition of Permitted Indebtedness), (i) contracts for the sale of assets,
including customary restrictions with respect to agreements for sale of
substantially all of the Capital Stock or assets of such Subsidiary provided
that such restrictions apply only to the assets being sold and for only so long
as such contract remains in effect, or (j) an agreement relating to Indebtedness
of or a Financing Disposition to or by any Receivables Entity. Nothing contained
in this Section 1014 shall prevent the Company or any Restricted Subsidiary from
(1) creating, incurring, assuming or suffering to exist any Liens otherwise
permitted in Section 1011 or (2) restricting the sale or other disposition of
property or assets of the Company or any of its Restricted Subsidiaries that
secure Indebtedness of the Company or any of its Restricted Subsidiaries.

          SECTION 1015.  Limitation on Transactions with Affiliates.
                         ------------------------------------------ 

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into transactions with Affiliates of the Company or
Holding (other than the Company and its Wholly Owned Restricted Subsidiaries)
except for Permitted Transactions, transactions in respect of Restricted
Payments made in accordance with Section 1009 and transactions the terms of
which are no less 

                                      106
<PAGE>
 
favorable than the terms which could be obtained by the Company, or, if the
Company is not a party to such transaction, such Restricted Subsidiary, as the
case may be, in a comparable transaction made on an arm's length basis between
unaffiliated parties, and for transactions involving aggregate payments in
excess of $3,000,000, the Company delivers to the Trustee a resolution of the
Board of Directors of the Company (including all, if any, of the disinterested
directors) to the effect that the terms of such transactions are fair and
reasonable to the Company, or if the Company is not a party to such transaction,
such Restricted Subsidiary.

          SECTION 1016.  Limitation on Investments.
                         ------------------------- 

          The Company shall not, and shall not permit any Restricted Subsidiary
to, make any Investments in any other person, except (i) Investments in the
Company or in any other Restricted Subsidiary by any Restricted Subsidiary or by
the Company in a Wholly Owned Restricted Subsidiary of the Company; (ii)
receivables owing to the Company or its Restricted Subsidiaries created in the
ordinary course of business and payable or dischargeable substantially in
accordance with customary trade terms; (iii) Permitted Transactions; (iv)
Investments made in Cash Equivalents; (v) Investments permitted to be made
pursuant to Section 1013; (vi) Investments existing on the date of the
Indenture; and (vii) Investments in Unrestricted Subsidiaries (or an entity (or
entities) which, after giving effect to such Investment, becomes an Unrestricted
Subsidiary) not otherwise permitted by clauses (i) through (vi) above, in an
aggregate amount not exceeding at any time outstanding the sum of (x) $7,500,000
and (y) an amount which is equal to the amount of Restricted Payments permitted
at such time to be made pursuant to Section 1009 (the sum of (x) and (y) being
referred to as the "Permitted Investment Amount").

          SECTION 1017.  Money for Note Payments to Be Held in Trust.
                         ------------------------------------------- 

          If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of (or premium, if any) or interest
on any of the Notes, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal of (or premium, if any)
or interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act.

          Whenever the Company shall have one or more Paying Agents for the
Notes, it will, on or before each due date of the principal of (or premium, if
any) or interest on any Notes, deposit with a Paying Agent a sum sufficient to
pay the principal (and premium, if any) or interest so becoming due, such sum to
be held in 

                                      107
<PAGE>
 
trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of such action or any failure so to act.

          The Company will cause each Paying Agent (other than the Trustee) to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

          (1) hold all sums held by it for the payment of the principal of (and
     premium, if any) or interest on Notes in trust for the benefit of the
     Persons entitled thereto until such sums shall be paid to such Persons or
     otherwise disposed of as herein provided;

          (2) give the Trustee notice of any default by the Company (or any
     other obligor upon the Notes) in the making of any payment of principal
     (and premium, if any) or interest; and

          (3) at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.

          The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such sums.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (or premium, if
any) or interest on any Note and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease.

                                      108
<PAGE>
 
                                ARTICLE ELEVEN

                              REDEMPTION OF NOTES

          SECTION 1101.  Right of Redemption.
                         ------------------- 

          The Notes may be redeemed at the option of the Company, in whole or
from time to time in part, at any time on or after April 1, 2002, at the
Redemption Prices specified below:

<TABLE> 
<CAPTION> 
     IF REDEEMED DURING THE 12-MONTH
     PERIOD BEGINNING APRIL 1,            REDEMPTION PRICE
     <S>                                  <C> 
         2002..........................           104.750%
         2003..........................           102.375%
         2004 and thereafter...........           100.000%
</TABLE> 

          Notwithstanding the foregoing, prior to April 1, 2001, the Company may
redeem from time to time up to 35% of the aggregate principal amount of the
Notes originally outstanding at a redemption price equal to 109.5 % of the
principal amount thereof, plus accrued and unpaid interest, if any to the
redemption date, with the net proceeds of a public offering of common stock by
the Company (or of Holding to the extent such net proceeds are contributed as a
capital contribution in exchange for common stock of the Company); provided that
at least 65% of the aggregate principal amount of the Notes originally
outstanding remain outstanding immediately after such redemption.

          SECTION 1102.  Applicability of Article.
                         ------------------------ 

          Redemption of Notes 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 1103.  Election to Redeem; Notice to Trustee.
                         ------------------------------------- 

          The election of the Company to redeem any Notes pursuant to Section
1101 shall be evidenced by a Board Resolution.  In case of any redemption at the
election of the Company, the Company shall, at least 30 days and not more than
60 days prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and 

                                      109
<PAGE>
 
of the principal amount of Notes to be redeemed and shall deliver to the Trustee
such documentation and records as shall enable the Trustee to select the Notes
to be redeemed pursuant to Section 1104.

          SECTION 1104.  Selection by Trustee of Notes to Be Redeemed.
                         -------------------------------------------- 

          If less than all the Notes are to be redeemed, the particular Notes to
be redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee from the Notes not previously called for redemption in compliance
with the requirements of the principal national securities exchange, if any, on
which the Notes are listed or, if the Notes are not then listed on a national
securities exchange, on a pro rata basis or by lot or any other method as the
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions of the principal of Notes; provided, however, that no
                                                      --------  -------         
such partial redemption shall reduce the portion of the principal amount of a
Note not redeemed to less than $1,000.

          The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Notes selected for partial
redemption, the principal amount thereof to be redeemed.

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

          SECTION 1105.  Notice of Redemption.
                         -------------------- 

          Notice of redemption shall be given in the manner provided for in
Section [106 not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Notes to be redeemed.

          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 1107, if any,

                                      110
<PAGE>
 
          (3) if less than all Outstanding Notes are to be redeemed, the
     identification (and, in the case of a partial redemption, the principal
     amounts) of the particular Notes to be redeemed,

          (4) in case any Note is to be redeemed in part only, the notice that
     relates to such Note shall state that on and after the Redemption Date,
     upon surrender of such Note, the holder will receive, without charge, a new
     Note or Notes 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
     1107) will become due and payable upon each such Note, or the portion
     thereof, to be redeemed, and that interest thereon will cease to accrue on
     and after said date,

          (6) the place or places where such Notes are to be surrendered for
     payment of the Redemption Price and accrued interest, if any, and

          (7)  the CUSIP number.

          Notice of redemption of Notes to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

          SECTION 1106.  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 is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and accrued interest on, all the Notes that are to be redeemed on that
date.

          SECTION 1107.  Notes Payable on Redemption Date.
                         -------------------------------- 

          Notice of redemption having been given as aforesaid, the Notes 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 Notes
shall cease to bear interest.  

                                      111
<PAGE>
 
Upon surrender of any such Note for redemption in accordance with said notice,
such Note shall be paid by the Company at the Redemption Price, together with
accrued interest, if any, to the Redemption Date.

          On and after any Redemption Date, if money sufficient to pay the
Redemption Price of any accrued and unpaid interest on Notes called for
redemption shall have been made available in accordance with Section 1106, the
Notes called for redemption will cease to accrue interest and the only right of
the Holders of such Notes will be to receive payment of the Redemption Price of
and, subject to the provision in the preceding paragraph, any accrued and unpaid
interest on such Notes to the Redemption Date.

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

          SECTION 1108.  Notes Redeemed in Part.
                         ---------------------- 

          Any Note that is to be redeemed only in part shall be surrendered at
the office or agency of the Company maintained for such purpose pursuant to
Section 1002 (with, if the Company or the Trustee so requires, 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 Holders attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Note without service charge, a
new Note or Notes, of any authorized denomination as requested by such Holder,
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Note so surrendered.


                                ARTICLE TWELVE

                          RIGHT TO REQUIRE REPURCHASE

          SECTION 1201.  Repurchase of Notes at Option of the Holder Upon
                         ------------------------------------------------
Change of Control.
----------------- 

          (a) Upon the occurrence of a Change of Control (the "Change of Control
Date"), each Holder shall have the right, at such Holder's option, to require
the Company to repurchase all or any part of such Holder's Notes (provided that
the 

                                      112
<PAGE>
 
principal amount of such Notes at maturity must be $1,000 or an integral
multiple thereof) pursuant to the offer described in Section 1201(b) (the
"Change of Control Offer") 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 (the "Change of Control Purchase Price").

          (b)  Within 10 Business Days after the occurrence of a Change of
Control Date, the Company shall make an unconditional Change of Control Offer to
the Holders to purchase all of the Notes pursuant to the offer described in
clause (c) of this Section 1201 at the Change of Control Purchase Price.

          (c)  Within 10 Business Days following the Change of Control Date, the
Company will send by first class mail, a notice to each Holder, with a copy to
the Trustee, stating, among other things:

               (i)   that a Change of Control has occurred and that such Holder
                     has the right to require the Company to repurchase such
                     Holder's Notes, in whole or in part (in denominations of
                     $1,000 or an integral multiple thereof), at the Change of
                     Control Purchase Price;

               (ii)  the circumstances and relevant facts regarding such Change
                     of Control (including relevant information with respect to
                     the transaction giving rise to such Change of Control);

               (iii) the repurchase date specified by the Company (which shall
                     be not earlier than 30 days nor later than 60 days after
                     the date such notice is mailed) (the "Repurchase Date");

               (iv)  that any Note not tendered will continue to accrue interest
                     in accordance with the terms hereof;

               (v)   that any Note repurchased pursuant to the Change of Control
                     Offer will cease to accrue interest after the Repurchase
                     Date;

               (vi)  that Holders electing to have a Note or portion thereof
                     repurchased pursuant to a Change of Control Offer will 

                                      113
<PAGE>
 
                      be required to surrender the Note, with the form entitled
                      "Option of Holder to Elect Purchase" on the reverse of the
                      Note completed, to the Paying Agent at the address
                      specified in the notice not later than the close of
                      business on the fifth Business Day prior to the Repurchase
                      Date;

               (vii)  that Holders will be entitled to withdraw their election,
                      in whole or in part, if the Paying Agent receives, not
                      later than the close of business on the third Business Day
                      prior to the Repurchase Date (or such shorter period as
                      may be required by applicable law), a telegram, telex,
                      facsimile transmission or letter setting forth the name of
                      the Holder, the principal amount of Notes the Holder
                      previously delivered for purchase and a statement that
                      such Holder is withdrawing his election to have such Notes
                      (or portions thereof) purchased;

               (viii) that Holders whose Notes are purchased only in part will
                      be issued new Notes equal in principal amount to the
                      unpurchased portion of the Notes surrendered; and

               (ix)   the instructions determined by the Company, consistent
                      with this Article Eleven, that Holders must follow in
                      order to have their Notes accepted for repurchase.

          In the event a Change of Control occurs and any repurchase pursuant to
the foregoing constitutes a "tender offer" for purposes of Rule 14e-1 under the
Exchange Act, the Company will comply with the requirements of Rule 14e-1 as
then in effect, to the extent applicable, and any other applicable securities
laws or regulations with respect to such repurchase.  Such compliance to the
extent inconsistent with any provision of this Article Eleven shall be deemed
full compliance with this Article Eleven.

          On or before the Repurchase Date, the Company shall (a) accept for
payment the Notes or portions thereof properly tendered pursuant to the Change
of Control Offer prior to the close of business on the third Business Day prior
to the Repurchase Date, (b) deposit with the Paying Agent U.S. Legal Tender
sufficient to pay the Change of Control Purchase Price of all Notes or portions
thereof so tendered 

                                      114
<PAGE>
 
and (c) deliver to the Trustee Notes so accepted together with an Officers'
Certificate listing the Notes or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail to the Holders of Notes so
accepted payment in an amount equal to the Change of Control Purchase Price with
respect thereto, and the Trustee shall promptly authenticate and deliver by
first class mail to each such Holder a new Note equal in principal amount to the
principal amount of any unpurchased portion of the Note surrendered. The Company
shall publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Repurchase Date.


                               ARTICLE THIRTEEN

                      DEFEASANCE AND COVENANT DEFEASANCE

          SECTION 1301.  Company's Option to Effect Defeasance or Covenant
                         -------------------------------------------------
Defeasance.
---------- 

          The Company may, at its option by Board Resolution, at any time, with
respect to the Notes, elect to have either Section 1302 or Section 1303 be
applied to all Outstanding Notes upon compliance with the conditions set forth
below in this Article Thirteen.  Either Section 1302 or Section 1303 may be
applied to the Notes to any Redemption Date or the Maturity of the Notes.

          SECTION 1302.  Defeasance and Discharge.
                         ------------------------ 

          Upon the Company's exercise under Section 1301 of the option
applicable to this Section 1302, the Company shall be deemed to have been
discharged from its obligations with respect to all Outstanding Notes, on the
date the conditions set forth in Section 1304 are satisfied (hereinafter,
"defeasance").  For this purpose, such defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Notes, which thereafter shall be deemed to be "Outstanding" only for
the purposes of Section 1305 and the other Sections of this Indenture referred
to in (A) and (B) below, and the Company, if any, shall be deemed to have
satisfied all its obligations under such Notes and this Indenture insofar as
such Notes are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following,
which shall survive until otherwise terminated or discharged hereunder:  (A) the
rights of Holders of Outstanding Notes to receive, solely from the trust fund
described in Section 1304 and as more fully set forth in such Section, payments
in respect of the principal of (and premium, if any, on) and 

                                      115
<PAGE>
 
interest on such Notes when such payments are due, (B) the Company's obligations
with respect to such Notes under Sections 304, 305, 306, 1002 and 1017, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (D)
this Article Thirteen; provided, however, that the Company's rights pursuant to
                       --------  -------
Section 1101 shall not be terminated or discharged hereunder. Subject to
compliance with this Article Thirteen, the Company may exercise its option under
this Section 1302 notwithstanding the prior exercise of its option under Section
1303 with respect to the Notes.

          SECTION 1303.  Covenant Defeasance.
                         ------------------- 

          Upon the Company's exercise under Section 1301 of the option
applicable to this Section 1303, the Company shall be released from their
respective obligations under any covenant contained in Section 801(d) and in
Sections 1004 through 1015 with respect to the Outstanding Notes on and after
the date the conditions set forth below are satisfied (hereinafter, "covenant
defeasance"), and the Notes shall thereafter be deemed not to be "Outstanding"
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed "Outstanding" for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to the
Outstanding Notes, 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 shall not constitute a Default or an Event of Default under Section 501,
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby.

          SECTION 1304.  Conditions to Defeasance or Covenant Defeasance.
                         ----------------------------------------------- 

          The following shall be the conditions to application of either Section
1302 or Section 1303 to the Outstanding Notes:

          (1) the Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 608 who shall agree to comply with the provisions of this
     Article Thirteen applicable to it) as trust funds in trust for the purpose
     of making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of such Notes, (A) money in
     an 

                                      116
<PAGE>
 
     amount, or (B) U.S. Government Obligations that through the scheduled
     payment of principal and interest in respect thereof in accordance with
     their terms will provide, not later than one day before the due date of any
     payment, money in an amount, or (C) a combination thereof, sufficient, in
     the opinion of a nationally recognized firm of independent public
     accountants or a nationally recognized investment banking firm expressed in
     a written certification thereof delivered to the Trustee, to pay and
     discharge, and which shall be applied by the Trustee (or other qualifying
     trustee) to pay and discharge, the principal amount of, premium, if any, on
     and interest on the Outstanding Notes to the Maturity (or Redemption Date,
     if applicable) of such principal (and premium, if any) or installment of
     interest on the day on which such payments are due and payable in
     accordance with the terms of this Indenture and of such Notes; provided
                                                                    --------
     that the Trustee shall have been irrevocably instructed to apply such money
     or the proceeds of such U.S. Government Obligations to said payments with
     respect to the Notes. Before such a deposit, the Company may give to the
     Trustee, in accordance with Section 1103 hereof, a notice of its election
     to redeem all of the Outstanding Notes at a future date in accordance with
     Article Eleven hereof, which notice shall be irrevocable. Such irrevocable
     redemption notice, if given, shall be given effect in applying the
     foregoing.

          (2) No Default or Event of Default with respect to the Notes shall
     have occurred and be continuing on the date of such deposit (other than a
     Default or Event of Default resulting from the incurrence of Debt, the
     proceeds of which are applied to such deposit) or, insofar as paragraphs
     (d) and (e) of Section 501 hereof are concerned, at any time during the
     period ending on the 91st day after the date of such deposit (it being
     understood that this condition shall not be deemed satisfied until the
     expiration of such period).

          (3) Such defeasance or covenant defeasance shall not result in a
     breach or violation of, or constitute a default under, this Indenture
     (other than a Default or Event of Default resulting from the incurrence of
     Indebtedness, the proceeds of which are applied to such deposit) or any
     other material agreement or instrument to which the Company is a party or
     by which it is bound.

          (4) In the case of an election under Section 1302 and in the event
     that such election shall occur more than twelve months prior to the
     Maturity of the Outstanding Notes, the Company shall have delivered to the
     Trustee an Opinion of Counsel stating that (x) the Company has received
     from, or there 

                                      117
<PAGE>
 
     has been published by, the Internal Revenue Service a ruling, or (y) since
     March 24, 1998, there has been a change in the applicable federal income
     tax law, in either case to the effect that, and based thereon such opinion
     shall state to the effect that, the Holders of the Outstanding Notes will
     not recognize income, gain or loss for federal income tax purposes as a
     result of such defeasance and will be subject to federal income tax on the
     same amounts, in the same manner and at the same times as would have been
     the case if such defeasance had not occurred.

          (5) In the case of an election under Section 1303 and in the event
     that such election shall occur more than twelve months prior to the
     Maturity of the Outstanding Notes, the Company shall have delivered to the
     Trustee an Opinion of Counsel to the effect that the Holders of the
     Outstanding Notes will not recognize income, gain or loss for federal
     income tax purposes as a result of such covenant defeasance and will be
     subject to federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such covenant defeasance
     had not occurred.

          (6) The Company shall have delivered to the Trustee an Opinion of
     Counsel to the effect that after the 91st day following the Company's
     deposit, the trust funds shall not be subject to the effect of any
     applicable bankruptcy, insolvency, reorganization, or similar laws
     affecting creditors' rights generally.

          (7) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the defeasance under Section 1302
     or the covenant defeasance under Section 1303 (as the case may be) have
     been complied with.  In rendering such Opinion of Counsel, counsel may rely
     on such Officers' Certificate as to any matters of fact (including as to
     compliance with the foregoing clauses (1), (2) and (3)).

          SECTION 1305.  Deposited Money and U.S. Government Obligations to Be
                         -----------------------------------------------------
Held in Trust; Other Miscellaneous Provisions.
--------------------------------------------- 

          Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 1305, the "Trustee") pursuant to Section 1304 in respect of the
Outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the 

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

          The Company shall pay and indemnify and hold harmless the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S.
Governmental Obligations deposited pursuant to Section 1304 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge that by law is for the account of the Holders of the Outstanding Notes.

          Anything in this Article Thirteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 1304 that, in the opinion of a nationally recognized firm of independent
public accountants or a nationally recognized investment banking firm expressed
in a written certification thereof delivered to the Trustee, are in excess of
the amount thereof that would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance, as applicable, in accordance with
this Article.

          SECTION 1306.  Reinstatement.
                         ------------- 

          If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 1305 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 1302 or 1303, as the case may be, until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
1305; provided, however, that if the Company makes any payment of the principal
      --------  -------                                                        
amount (or premium, if any) or interest on any Note following the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders
of such Notes to receive such payment from the money held by the Trustee or
Paying Agent.

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                          [INTENTIONALLY LEFT BLANK]

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<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed and attested, all as of the day and year first above written.


                              EARLE M. JORGENSEN COMPANY

                              By /s/ Maurice S. Nelson, Jr.
                                 --------------------------
                                 Title: President, Chief Executive
                                        Officer and Chief Operating
                                        Officer


Attest: /s/ Charles P. Gallopo
        ----------------------
        Title: Vice President and
               Chief Financial Officer


                         UNITED STATES TRUST COMPANY
                         OF NEW YORK

                         By /s/ Gerard F. Ganey
                            -------------------
                            Title: Senior Vice President


Attest: /s/ Christine C. Collins
        --------------------------
        Title: Assistant Vice President

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