<PAGE>   1
                                                                     Exhibit 4.5

                                    INDENTURE

                                      among

                                LEAR CORPORATION,

                                   as Issuer,

                 THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

                                 as Guarantors,

                                       and

                              THE BANK OF NEW YORK,

                                   as Trustee

                               Up to E500,000,000

                          8 1/8% Senior Notes due 2008


                           Dated as of March 20, 2001
<PAGE>   2
                             CROSS-REFERENCE TABLE*
<TABLE>
<CAPTION>

Trust Indenture                                                                                Indenture
Act Section                                                                                    Section
-----------------                                                                              -------
<S>                                                                                         <C>
310(a)(1).................................................................................      7.10
    (a)(2)................................................................................      7.10
    (a)(3)................................................................................      n/a
    (a)(4)................................................................................      n/a
    (a)(5)................................................................................      7.10
    (b)...................................................................................      7.03; 7.10
    (c)...................................................................................      n/a
311(a)....................................................................................      7.11
    (b)...................................................................................      7.11
    (c)...................................................................................      n/a
312(a)....................................................................................      2.06
    (b)...................................................................................      11.03
    (c)...................................................................................      11.03
313(a)....................................................................................      7.06
    (b)(1)................................................................................      n/a
    (b)(2)................................................................................      7.06; 7.07
    (c)...................................................................................      7.06; 11.02
    (d)...................................................................................      7.06
314(a)(1),(2),(3).........................................................................      4.03; 11.05
    (a)(4)................................................................................      4.04
    (b)...................................................................................      n/a
    (c)(1)................................................................................      11.04
    (c)(2)................................................................................      11.04
    (c)(3)................................................................................      n/a
    (d)...................................................................................      n/a
    (e)...................................................................................      11.05
    (f)...................................................................................      n/a
315(a)....................................................................................      7.01(b)
    (b)...................................................................................      7.05; 11.02
    (c)...................................................................................      7.01(a)
    (d)...................................................................................      7.01(c)
    (e)...................................................................................      6.11
316(a)(last sentence).....................................................................      2.12
    (a)(1)(A).............................................................................      6.05
    (a)(1)(B).............................................................................      6.04
    (a)(2)................................................................................      n/a
    (b)...................................................................................      6.07
    (c)...................................................................................      9.04
317(a)(1).................................................................................      6.08
    (a)(2)................................................................................      6.09
    (b)...................................................................................      2.04
318(a)....................................................................................      11.01
    (b)...................................................................................      n/a
    (c)...................................................................................      11.01
</TABLE>

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

"n/a" means not applicable.

*This Cross-Reference Table shall not, for any purpose, be deemed to be a part
of the Indenture.
<PAGE>   3
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                       Page
                                                                                                       ----
<S>                                                                                                    <C>
                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions.............................................................................   1
SECTION 1.02.  Incorporation by Reference of Trust Indenture Act.......................................   8
SECTION 1.03.  Rules of Construction...................................................................   9

                              ARTICLE II

                               THE NOTES

SECTION 2.01.  Form and Dating.........................................................................   9
SECTION 2.02.  Restrictive Legends.....................................................................  10
SECTION 2.03.  Execution and Authentication............................................................  13
SECTION 2.04.  Registrar and Paying Agent..............................................................  13
SECTION 2.05.  Paying Agent to Hold Assets in Trust....................................................  14
SECTION 2.06.  Holder Lists............................................................................  14
SECTION 2.07.  General Provisions Relating to Transfer and Exchange....................................  14
SECTION 2.08.  Book-Entry Provisions for Global Notes..................................................  15
SECTION 2.09.  Special Transfer Provisions.............................................................  16
SECTION 2.10.  Replacement Notes.......................................................................  19
SECTION 2.11.  Outstanding Notes.......................................................................  20
SECTION 2.12.  Treasury Notes..........................................................................  20
SECTION 2.13.  Temporary Notes.........................................................................  20
SECTION 2.14.  Cancellation............................................................................  20
SECTION 2.15.  ISIN Numbers and Common Codes...........................................................  21
SECTION 2.16.  Defaulted Interest......................................................................  21
SECTION 2.17.  Special Record Dates....................................................................  21
SECTION 2.18.  Issuance of Additional Notes............................................................  21

                              ARTICLE III

                              REDEMPTION

SECTION 3.01.  Notices to Trustee......................................................................  22
SECTION 3.02.  Selection of Notes to Be Redeemed.......................................................  22
SECTION 3.03.  Notice of Redemption....................................................................  22
SECTION 3.04.  Effect of Notice of Redemption..........................................................  23
SECTION 3.05.  Deposit of Redemption Price.............................................................  23
SECTION 3.06.  Notes Redeemed in Part..................................................................  23
SECTION 3.07.  Optional Redemption.....................................................................  23
</TABLE>

                                      -i-
<PAGE>   4
<TABLE>
<CAPTION>
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                              ARTICLE IV

                               COVENANTS

SECTION 4.01.  Payment of Notes........................................................................  24
SECTION 4.02.  Maintenance of Office or Agency.........................................................  24
SECTION 4.03.  Reports.................................................................................  25
SECTION 4.04.  Compliance Certificate..................................................................  25
SECTION 4.05.  Taxes...................................................................................  25
SECTION 4.06.  Corporate Existence.....................................................................  25
SECTION 4.07.  Limitation on Liens.....................................................................  26
SECTION 4.08.  Limitation on Sale and Lease-Back Transactions..........................................  26

                               ARTICLE V

                               MERGER, ETC.

SECTION 5.01.  When Company May Merge, etc.............................................................  27
SECTION 5.02.  Successor Corporation Substituted.......................................................  27

                              ARTICLE VI

                         DEFAULTS AND REMEDIES

SECTION 6.01.  Events of Default.......................................................................  27
SECTION 6.02.  Acceleration............................................................................  29
SECTION 6.03.  Other Remedies..........................................................................  29
SECTION 6.04.  Waiver of Past Defaults.................................................................  29
SECTION 6.05.  Control by Majority.....................................................................  29
SECTION 6.06.  Limitation on Suits.....................................................................  30
SECTION 6.07.  Rights of Holders To Receive Payment....................................................  30
SECTION 6.08.  Collection Suit by Trustee..............................................................  30
SECTION 6.09.  Trustee May File Proofs of Claim........................................................  30
SECTION 6.10.  Priorities..............................................................................  31
SECTION 6.11.  Undertaking for Costs...................................................................  31
SECTION 6.12.  Stay, Extension and Usury Laws..........................................................  31

                              ARTICLE VII

                                TRUSTEE

SECTION 7.01.  Duties of Trustee.......................................................................  32
SECTION 7.02.  Rights of Trustee.......................................................................  33
SECTION 7.03.  Individual Rights of Trustee............................................................  34
SECTION 7.04.  Money Held in Trust.....................................................................  34
SECTION 7.05.  Trustee's Disclaimer....................................................................  34
SECTION 7.06.  Notice of Defaults......................................................................  34
SECTION 7.07.  Reports by Trustee to Holders...........................................................  34
SECTION 7.08.  Compensation and Indemnity..............................................................  34
</TABLE>

                                      -ii-
<PAGE>   5
<TABLE>
<CAPTION>
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<S>                                                                                                    <C>
SECTION 7.09.  Replacement of Trustee..................................................................  35
SECTION 7.10.  Successor Trustee by Merger, Etc........................................................  36
SECTION 7.11.  Eligibility; Disqualification...........................................................  36
SECTION 7.12.  Preferential Collection of Claims Against the Company...................................  36
SECTION 7.13.  Trustee's Application for Instructions from the Company.................................  36
SECTION 7.14.  Appointment of Co-Trustee...............................................................  37

                             ARTICLE VIII

                        DISCHARGE OF INDENTURE

SECTION 8.01.  Satisfaction and Discharge of Indenture.................................................  38
SECTION 8.02.  Application of Trust Funds; Indemnification.............................................  38
SECTION 8.03.  Legal Defeasance........................................................................  39
SECTION 8.04.  Covenant Defeasance.....................................................................  40
SECTION 8.05.  Repayment to Company....................................................................  41

                              ARTICLE IX

                  AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.  Without Consent of Holders..............................................................  41
SECTION 9.02.  With Consent of Holders.................................................................  42
SECTION 9.03.  Compliance with Trust Indenture Act.....................................................  43
SECTION 9.04.  Revocation and Effect of Consents.......................................................  43
SECTION 9.05.  Notation on or Exchange of Notes........................................................  43
SECTION 9.06.  Trustee to Sign Amendment, etc..........................................................  43

                               ARTICLE X

                              GUARANTEES

SECTION 10.01. Guarantees..............................................................................  44
SECTION 10.02. Obligations of Guarantors Unconditional.................................................  45
SECTION 10.03. Limitation on Guarantors' Liability.....................................................  45
SECTION 10.04. Releases of Guarantees..................................................................  46
SECTION 10.05. Application of Certain Terms and Provisions to Guarantors...............................  46
SECTION 10.06. Additional Guarantors...................................................................  46
SECTION 10.07. Execution and Delivery of Guarantee.....................................................  47

                              ARTICLE XI

                             MISCELLANEOUS

SECTION 11.01. Trust Indenture Act Controls............................................................  47
SECTION 11.02. Notices.................................................................................  47
SECTION 11.03. Communication by Holders with Other Holders.............................................  48
SECTION 11.04. Certificate and Opinion as to Conditions Precedent......................................  48
SECTION 11.05. Statements Required in Certificate or Opinion...........................................  49
</TABLE>

                                     -iii-
<PAGE>   6
<TABLE>
<CAPTION>
                                                                                                       Page
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SECTION 11.06. Rules by Trustee and Agents.............................................................  49
SECTION 11.07. Legal Holidays..........................................................................  49
SECTION 11.08. Duplicate Originals.....................................................................  49
SECTION 11.09. Governing Law...........................................................................  49
SECTION 11.10. No Adverse Interpretation of Other Agreements...........................................  49
SECTION 11.11. Successors..............................................................................  50
SECTION 11.12. Severability............................................................................  50
SECTION 11.13. Counterpart Originals...................................................................  50
SECTION 11.14. Waiver To Trial By Jury.................................................................  50
SECTION 11.15. Currency Indemnity......................................................................  50
</TABLE>

                                      -iv-
<PAGE>   7
<TABLE>
<S>                                                                                                    <C>
EXHIBIT A:     Form of Note............................................................................  A-1
EXHIBIT B:     Form Certificate to be Delivered By Holder in Connection with with
               Exchanging Regulation S Temporary Global Notes for Regulation S Permanent
               Global Notes............................................................................  B-1
EXHIBIT C:     Form of Certificate to be Delivered By Transferee in Connection with
               Transfers to Institutional Accredited Investors Which Are Not Qualified
               Institutional Buyers....................................................................  C-1
EXHIBIT D:     Form of Certificate to be Delivered By Transferor in Connection with
               Transfers Pursuant to Regulation S......................................................  D-1
EXHIBIT E:     Form of Guarantee.......................................................................  E-1
</TABLE>

                                      -v-
<PAGE>   8
         Indenture, dated as of March 20, 2001, among Lear Corporation, a
Delaware corporation (the "Company"), as issuer, the companies listed on the
signature pages hereto that are subsidiaries of the Company (the "Guarantors"),
and The Bank of New York, a New York banking corporation, as trustee (the
"Trustee").

                   RECITALS OF THE COMPANY AND THE GUARANTORS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its 8 1/8% Senior Notes due 2008, and,
if and when issued in exchange for Initial Notes as provided in the Registration
Rights Agreement (as defined herein), its 8 1/8% Series B Senior Notes due 2008.

         The Guarantors have duly authorized the execution and delivery of this
Indenture to provide guarantees of the Notes and of certain of the obligations
of the Company hereunder.

         All things necessary to make this Indenture a valid agreement of the
Company and the Guarantors, in accordance with its terms, have been done.

         Upon the issuance of the Exchange Notes, if any, or the effectiveness
of any Shelf Registration Statement (as defined herein), this Indenture shall be
subject to, and shall be governed by, the provisions of the Trust Indenture Act
of 1939, as amended, that are required or deemed to be part of and to govern
indentures qualified thereunder.

                   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
ratable benefit of the Holders of the Initial Notes, and if and when issued, the
Exchange Notes, as follows:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.01. Definitions.


         "Acquired Indebtedness" means Indebtedness of a Person or any of its
Restricted Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary of the Company or assumed in connection with the acquisition of
assets from such Person and not incurred by such Person in contemplation of such
Person becoming a Restricted Subsidiary of the Company or such acquisition, and
any refinancings thereof.

         "Additional Interest" means additional interest as defined in Section
4(a) of the Registration Rights Agreement.

         "Additional Notes" means, 8 1/8% Series A, Series B or any other series
of Senior Notes due 2008 issued from time to time after the Issue Date under the
terms of this Indenture (other than issuances pursuant to Section 2.07, 2.08,
2.09, 2.10, 2.13, 3.06, or 9.05 of this Indenture and other than Exchange Notes
issued pursuant to an exchange offer for other Notes outstanding under this
Indenture).

         "Affiliate" means, when used with reference to the Company or another
Person, any Person directly or indirectly controlling, controlled by, or under
direct or indirect common control with, the Company or such other Person, as the
case may be. For the purposes of this definition, "control" when used with
respect to any specified Person means the power to direct or cause the direction
of management or policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative of the foregoing.
<PAGE>   9
         "Agent" means any Registrar, Paying Agent, authenticating agent,
listing agent or co-Registrar.

         "Attributable Value" means, in connection with a sale and lease-back
transaction, the lesser of (1) the fair market value of the assets subject to
such transaction and (2) the present value, discounted at a rate per annum equal
to the rate of interest implicit in the lease involved in such sale and
lease-back transaction, as determined in good faith by the Company, of the
obligations of the lessee for rental payments during the term of the related
lease.

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

         "Board of Directors" means, with respect to any Person, the Board of
Directors of such Person or any duly authorized committee of such Board of
Directors.

         "Board Resolution" means a copy of a resolution certified by the
secretary or an assistant secretary of such Person to have been duly adopted by
the Board of Directors of such Person or any duly authorized committee thereof
and to be in full force and effect on the date of such certification, and
delivered to the Trustee.

         "Bund Rate" means the five-day average of the daily fixing on the
Frankfurt Stock Exchange of the rate for German Bund securities having a
constant maturity most nearly equal to the period from the Redemption Date to
the Maturity Date; provided, however, that if the period from the Redemption
Date to the Maturity Date is not equal to the constant maturity of a German Bund
security for which a weekly average yield is given, the Bund Rate shall be
obtained by linear interpolation (calculated to the nearest one-twelfth of a
year) from the weekly average yields of German Bund securities for which such
yields are given, except that if the period from the Redemption Date to the
Maturity Date is less than one year, the weekly average yield on actually traded
German Bund securities adjusted to a constant maturity of one year shall be
used.

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

         "Clearstream" means Clearstream Banking, societe anonyme, Luxembourg,
formerly Cedelbank.

         "Common Depositary" means the Person designated as the common
depository by the Depositary, which shall initially be The Bank of New York -
London.

         "Company" means the party named as the Company in the first paragraph
of this Indenture until one or more successor corporations shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
means such successors.

         "Consolidated" or "consolidated" means, when used with reference to any
amount, such amount determined on a consolidated basis in accordance with GAAP,
after the elimination of intercompany items.

         "Consolidated Assets" means at a particular date, all amounts which
would be included under total assets on a consolidated balance sheet of the
Company and its Restricted Subsidiaries as at such date, determined in
accordance with GAAP.

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate services business shall be principally
administered, which office at the date of execution of this Indenture is located
at 101 Barclay Street, Floor 21W, New York, New York 10286.


                                      -2-
<PAGE>   10
         "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

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

         "Depositary" means Euroclear or Clearstream or a successor agency to
either or both of them.

         "Dollar" or the symbol "$" each mean the lawful currency of the United
States of America.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

         "Euro" and the symbol "E" each mean the lawful currency of the
participating member states of the European Economic and Monetary System.

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

         "Euro Government Obligations" means euro-denominated direct
non-callable obligations of, or obligations guaranteed by, a member state of the
European Union as of the date of this Indenture, rated AAA or better by Standard
& Poor's Rating Services and Aaa or better by Moody's Investors Service, Inc.
for the payment of which guarantee or obligations the full faith and credit of
such member state is pledged.

         "Event of Default" has the meaning specified in Section 6.01.

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

         "Exchange Notes" refers to (i) the 8 1/8% Series B Notes due 2008 to be
issued pursuant to this Indenture in connection with a registration pursuant to
the Registration Rights Agreement and (ii) Additional Notes, if any, issued in
the form of 8 1/8% Series B or any other series of Senior Notes due 2008
pursuant to a registration statement filed with the SEC under the Securities
Act, in each case substantially in the form of Exhibit A.

         "Exchange Offer" means, subject to the terms of the Registration Rights
Agreement, the offer by the Company to the Holders of the opportunity to
exchange their Initial Notes for Exchange Notes pursuant to a registration
statement declared effective by the SEC.

         "Financing Lease" means (i) any lease of property, real or personal,
the obligations under which are capitalized on a consolidated balance sheet of
the Company and its Restricted Subsidiaries and (ii) any other such lease to the
extent that the then present value of the minimum rental commitment thereunder
should, in accordance with GAAP, be capitalized on a balance sheet of the
lessee.

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

         "Global Notes" has the meaning specified in Section 2.01.


                                      -3-
<PAGE>   11
         "Guarantee" means the guarantee of the Notes by each Guarantor under
Article X hereof.

         "Guarantor" means (i) each of the Subsidiaries of the Company which
have executed this Indenture as a Guarantor as of the date hereof, and (ii) each
of the Company's Subsidiaries, whether formed, created or acquired before or
after the date hereof, which become a guarantor of Notes pursuant to the
provisions of this Indenture.

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

         "Indebtedness" of a Person means all obligations which would be treated
as liabilities upon a balance sheet of such Person prepared on a consolidated
basis in accordance with GAAP.

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

         "Independent Investment Banker" means any internationally recognized
investment banking firm that in the ordinary course of business is a dealer in
German Bund securities, that is not affiliated with the Company, appointed by
the Trustee after consultation with the Company.

         "Initial Notes" refers to (i) E250,000,000 aggregate principal amount
of 8 1/8%% Series A Senior Notes due 2008 issued on the Issue Date, and (ii)
Additional Notes, if any, issued in the form of 8 1/8% Series A Senior Notes or
any other series of Senior Notes due 2008 in a transaction exempt from the
registration requirements of the Securities Act, in each case substantially in
the form of Exhibit A.

         "Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2) or (7)
under the Securities Act.

         "Interest Payment Date" means each of April 1 and October 1

         "Investment" by any Person means:

                  (i) all investments by such Person in any other Person in the
         form of loans, advances or capital contributions;

                  (ii) all guarantees of Indebtedness or other obligations of
         any other Person by such Person;

                  (iii) all purchases (or other acquisitions for consideration)
         by such Person of Indebtedness, capital stock or other securities of
         any other Person;

                  (iv) all other items that would be classified as investments
         (including, without limitation, purchases outside the ordinary course
         of business) on a balance sheet of such Person prepared in accordance
         with GAAP.

         "Issue Date" means the date of original issuance of the Initial Notes.

         "Legal Holiday" has the meaning specified in Section 11.07.

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), or preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement or any Financing Lease having substantially the same
economic effect as any of the foregoing).


                                      -4-
<PAGE>   12
         "Maturity Date" means April 1, 2008.

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

         "Notes" means the Initial Notes and the Exchange Notes issued under
this Indenture.

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

         "Officer" of any Person means the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, the Treasurer, the
Secretary or the Controller of such Person.

         "Officers' Certificate" means a certificate signed by two Officers or
by an Officer and an Assistant Treasurer, Assistant Secretary or Assistant
Controller of any Person.

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

         "Participants" has the meaning specified in Section 2.08.

         "Paying Agent" has the meaning specified in Section 2.04.

         "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
         accordance with GAAP (or, in the case of Restricted Subsidiaries
         organized outside the United States, generally accepted accounting
         principles in effect from time to time in their respective
         jurisdictions of organization);

                  (ii) statutory Liens of landlords, carriers, warehousemen,
         mechanics, materialmen, repairmen, suppliers or other like Liens
         arising in the ordinary course of business relating to obligations not
         overdue for a period of more than 60 days or which are bonded or being
         contested in good faith by appropriate proceedings;

                  (iii) pledges or deposits in connection with workers'
         compensation, unemployment insurance and other social security
         legislation, including any Lien securing letters of credit issued in
         the ordinary course of business in connection therewith and deposits
         securing liabilities to insurance carriers under insurance and
         self-insurance programs;

                  (iv) Liens (other than any Lien imposed by ERISA) incurred on
         deposits to secure the performance of bids, trade contracts (other than
         for borrowed money), leases, statutory obligations, surety and appeal
         bonds, performance bonds, utility payments and other obligations of a
         like nature incurred in the ordinary course of business;

                  (v) easements, rights-of-way, restrictions and other similar
         encumbrances incurred which, in the aggregate, do not materially
         interfere with the ordinary conduct of the business of the Company and
         its Restricted Subsidiaries taken as a whole;


                                      -5-
<PAGE>   13
                  (vi) attachment, judgment or other similar Liens arising in
         connection with court or arbitration proceedings fully covered by
         insurance or involving, individually or in the aggregate, no more than
         $40,000,000 at any one time, provided that the same are discharged, or
         that execution or enforcement thereof is stayed pending appeal, within
         60 days or, in the case of any stay of execution or enforcement pending
         appeal, within such lesser time during which such appeal may be taken;

                  (vii) Liens securing obligations (other than obligations
         representing Indebtedness for borrowed money) under operating,
         reciprocal easement or similar agreements entered into in the ordinary
         course of business;

                  (viii) statutory Liens and rights of offset arising in the
         ordinary course of business of the Company and its Restricted
         Subsidiaries;

                  (ix) Liens in connection with leases or subleases granted to
         others and the interest or title of a lessor or sublessor (other than
         the Company or any of its Subsidiaries) under any lease; and

                  (x) Liens securing indebtedness in respect of interest rate
         agreement obligations or currency agreement obligations or commodity
         hedging arrangements entered into to protect against fluctuations in
         interest rates or exchange rates or commodity prices and not for
         speculative reasons.

         "Person" means an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture,
governmental authority or other entity of whatever nature.

         "Physical Notes" has the meaning specified in Section 2.01.

         "Principal Credit Facilities" means:

                  (i) the Second Amended and Restated Credit and Guarantee
         Agreement, dated as of May 4, 1999, among the Company, Lear Corporation
         Canada Ltd., the Foreign Subsidiary Borrowers (as defined therein), the
         Lenders Party thereto, Bankers Trust Company and Bank of America
         National Trust & Savings Association, as Co-Syndication Agents, The
         Bank of Nova Scotia, as Documentation Agent and Canadian Administrative
         Agent, and The Chase Manhattan Bank, as General Administrative Agent;

                  (ii) the Revolving Credit and Term Loan Agreement, dated as of
         May 4 1999, among the Company, certain of its Foreign Subsidiaries, the
         Lenders parties thereto, Citicorp USA, Inc. and Morgan Stanley Senior
         Funding, Inc., as Co-Syndication Agents, Toronto Dominion (Texas),
         Inc., as Documentation Agent, the other Agents named therein, and The
         Chase Manhattan Bank, as Administrative Agent; and

                  (iii) the Term Loan Agreement, dated November 17, 1998,
         between the Company and Toronto Dominion (Texas), Inc., as amended by
         that certain amendment dated as of May 4, 1999,

in the case of each agreement listed in clauses (i) through (iii), including any
related notes, collateral documents, security documents, instruments and
agreements entered into in connection therewith and, in each case, as the same
may be amended, supplemented or otherwise modified (including any agreement
extending the maturity of, increasing the total commitment under or otherwise
restructuring all or any portion of the Indebtedness under any such agreement or
any successor or replacement agreement), renewed, refunded, replaced, restated
or refinanced from time to time.


                                      -6-
<PAGE>   14
         "Qualified Institutional Buyer" has the meaning set forth in Rule 144A.

         "Receivable Financing Transaction" means any transaction or series of
transactions involving a sale for cash of accounts receivable, without recourse
based upon the collectibility of the receivables sold, by the Company or any of
its Restricted Subsidiaries to a Special Purpose Subsidiary and a subsequent
sale or pledge of such accounts receivable (or an interest therein) by such
Special Purpose Subsidiary, in each case without any guarantee by the Company or
any of its Restricted Subsidiaries (other than the Special Purpose Subsidiary).

         "Redemption Date" means, with respect to any Notes to be redeemed, the
date fixed for such redemption pursuant to this Indenture.

         "Redemption Price" means the redemption price fixed in accordance with
the terms of the Notes, plus accrued and unpaid interest, if any, to the date
fixed for redemption.

         "Register" has the meaning specified in Section 2.04.

         "Registrar" has the meaning specified in Section 2.04.

         "Registration Rights Agreement" means (i) with respect to the Initial
Notes issued on the Issue Date, the Registration Rights Agreement, dated March
20, 2001, among the Company, the Guarantors and Salomon Brothers International
Limited, Deutsche Bank AG, Credit Suisse First Boston (Europe) Limited, Chase
Securities Inc., Lehman Brothers International (Europe), Merrill Lynch
International, Bank Of America International Limited, BNP Paribas Securities
Corp., Mizuho International plc, Scotia Capital (USA) Inc. and TD Securities
Limited and (ii) with respect to each issuance of Additional Notes in a
transaction exempt from the registration requirements of the Securities Act, the
registration rights agreement among the Company, the Guarantors and the Person
purchasing the Additional Notes.

         "Regulation S Global Notes" has the meaning specified in Section 2.01.

         "Regulation S Permanent Global Notes" has the meaning specified in
Section 2.01.

         "Regulation S Physical Notes" has the meaning specified in Section
2.01.

         "Regulation S Temporary Global Notes" has the meaning specified in
Section 2.01.

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

         "Restricted Period" has the meaning specified in Section 2.01.

         "Restricted Subsidiary" means any Subsidiary other than a Unrestricted
Subsidiary.

         "Rule 144A Global Notes" has the meaning specified in Section 2.01.

         "SEC" means the Securities and Exchange Commission and any government
agency succeeding to its functions.


                                      -7-
<PAGE>   15
         "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute.

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

         "Significant Subsidiary" means any Subsidiary which has:

                  (i) consolidated assets or in which the Company and its other
         Subsidiaries have Investments, equal to or greater than 5% of the total
         consolidated assets of the Company at the end of its most recently
         completed fiscal year; or

                  (ii) consolidated net sales equal to or greater than 5% of the
         consolidated net sales of the Company for its most recently completed
         fiscal year.

         "Special Purpose Subsidiary" means any wholly owned Restricted
Subsidiary of the Company created by the Company for the sole purpose of
facilitating a Receivable Financing Transaction.

         "Subsidiary" of any Person means:

                  (i) a corporation a majority of whose capital stock with
         voting power, under ordinary circumstances, to elect directors is at
         the time, directly or indirectly, owned by such Person or by such
         Person and a subsidiary or subsidiaries of such Person or by a
         subsidiary or subsidiaries of such Person; or

                  (ii) any other Person (other than a corporation) in which such
         Person or such Person and a subsidiary or subsidiaries of such Person
         or a subsidiary or subsidiaries of such Persons, at the time, directly
         or indirectly, own at least a majority voting interest under ordinary
         circumstances.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Section
77aaa-77bbbb), as in effect on the date of this Indenture; provided, however,
that in the event the TIA is amended after such date, "TIA" means, to the extent
required by such amendment, the Trust Indenture Act of 1939, as so amended, or
any successor statute.

         "Transfer Restricted Securities" means securities that bear or are
required to bear the legend set forth in Section 2.02(a)(i).

         "Transfer Restricted Securities Legend" means the legend initially set
forth on the Notes in the form set forth in Section 2.02(a)(i).

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

         "Unrestricted Subsidiary" means any Subsidiary designated as such by
the Board of Directors of the Company; provided, however, that at the time of
any such designation by the Board of Directors, such Subsidiary does not
constitute a Significant Subsidiary; and provided, further, that at the time
that any Unrestricted Subsidiary becomes a Significant Subsidiary it shall cease
to be an Unrestricted Subsidiary.

         "U.S. Physical Notes" has the meaning specified in Section 2.01.


                                      -8-
<PAGE>   16
         SECTION 1.02. Incorporation by Reference of Trust Indenture Act.


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

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

         "indenture securities" means the Notes;

         "indenture security holder" means a Holder;

         "indenture to be qualified" means this Indenture;

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

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

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

         SECTION 1.03. Rules of Construction.

         Unless the context otherwise requires:

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

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

                  (iii)    "or" is not exclusive;

                  (iv)     "including" means including without limitation;

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

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

                  (vii)    statements relating to the payment of principal and
                           interest shall include the payment of premium and
                           Additional Interest (if any).

                                   ARTICLE II

                                    THE NOTES

         SECTION 2.01. Form and Dating.

         The Notes and the Trustee's certificate of authentication shall be
substantially in the form annexed hereto as Exhibit A with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture. The Notes may have notations, legends or
endorsements required by law or stock exchange agreements to which the Company
is subject. Each Note shall be dated the date of its authentication.

                                      -9-
<PAGE>   17
The Notes shall be in minimum denominations of E1,000 and integral multiples
thereof. The terms and provisions contained in the form of the Note annexed
hereto as Exhibit A shall constitute, and are hereby expressly made, a part of
this Indenture. To the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

         Notes offered and sold to Qualified Institutional Buyers in reliance on
Rule 144A under the Securities Act shall be (i) issued initially only in the
form of one or more permanent global Notes in registered form, registered in the
name of the Common Depositary, without interest coupons (each, a "Rule 144A
Global Note"), (ii) duly executed by the Company and authenticated by the
Trustee as hereinafter provided and (iii) deposited with the Common Depositary,
as custodian for the Depositary. Rule 144A Global Notes shall be substantially
in the form set forth in Exhibit A attached hereto (including the text and
schedule called for by footnotes 1 and 6 thereto). The aggregate principal
amount of the Rule 144A Global Notes may from time to time be increased or
decreased by adjustments made on the records of the Registrar, in accordance
with the instructions given by the Holder thereof, as hereinafter provided.

         Notes offered and sold outside the United States to persons other than
"U.S. persons", as defined in Regulation S under the Securities Act ("Non-U.S.
Persons"), in reliance on Regulation S under the Securities Act shall be (i)
issued initially only in the form of one or more temporary global Notes in
registered form, registered in the name of the Common Depositary, without
interest coupons (each, a "Regulation S Temporary Global Note"), (ii) duly
executed by the Company and authenticated by the Trustee as hereinafter provided
and (iii) deposited with the Common Depositary, as custodian for the Depositary.
Regulation S Temporary Global Notes shall be substantially in the form set forth
in Exhibit A attached hereto (including the text and schedule called for by
footnotes 1 and 6 thereto). Prior to the 40th day following the later of
commencement of the offering of the Notes and the Issue Date (such period
through and including the 40th day, the "Restricted Period"), beneficial
interests in the Regulation S Temporary Global Note may only be held through the
Depositary, and any resale or transfer of such interests to U.S. persons shall
not be permitted during such period unless such resale or transfer is made in
accordance with the procedures set forth in this Article II, including, without
limitation, receipt by the Trustee of a written certification from the
transferor of the beneficial interest in the form provided herein to the effect
that such transfer is being made to (i) a person whom the transferor reasonably
believes is a Qualified Institutional Buyer within the meaning of Rule 144A
under the Securities Act in a transaction meeting the requirements of such Rule
or (ii) an Institutional Accredited Investor purchasing for its own account or
for the account of such an Institutional Accredited Investor, subject to
delivery of the letters and opinions contemplated by this Indenture.

         At any time after Restricted Period, upon receipt by the Trustee and
the Company of a certificate substantially in the form of Exhibit B attached
hereto, one or more permanent global Notes in registered form, registered in the
name of the Common Depositary, without interest coupons (each, a "Regulation S
Permanent Global Note", and together with the Regulation S Temporary Global
Notes, the "Regulation S Global Notes"), shall be (i) duly executed by the
Company and authenticated by the Trustee as hereinafter provided and (ii)
deposited with the Common Depositary, as custodian for the Depositary or its
nominee, and the Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the Regulation S Temporary Global Notes in
an amount equal to the principal amount of the beneficial interest in the
Regulation S Temporary Global Notes transferred. Regulation S Permanent Global
Notes shall be substantially in the forms set forth in Exhibit A attached hereto
(including the text and schedule called for by footnotes 1 and 5 thereto). The
aggregate principal amount of the Regulation S Global Notes may from time to
time be increased or decreased by adjustments made on the records of the
Registrar, as hereinafter provided.

         The Rule 144A Global Notes and the Regulation S Global Notes are
sometimes referred to herein as the "Global Notes."


                                      -10-
<PAGE>   18
         Notes transferred to Institutional Accredited Investors and Notes
issued in exchange for interests in the Rule 144A Global Notes pursuant to
Section 2.08(e) shall be issued in the form of permanent certificated Notes (the
"U.S. Physical Notes") in registered form. Notes issued in exchange for
interests in the Regulation S Global Notes pursuant to Section 2.08(e) shall be
in the form of permanent certificated Notes (the "Regulation S Physical Notes",
and together with the U.S. Physical Notes, the "Physical Notes") in registered
form. The Physical Notes shall be substantially in the form set forth in
Exhibits A attached hereto.

         Global Notes or Physical Notes issued as Exchange Notes shall not bear
the legend called for by footnote 2 of Exhibit A attached hereto, and shall bear
the reference to "Series B" called for by footnotes 3 and 5 of Exhibit A
attached hereto.

         The definitive Notes shall be typed, printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Notes may
be listed, all as determined by the Officers executing such Notes, as evidenced
by their execution of such Notes.

         SECTION 2.02. Restrictive Legends.


         (a) Transfer Restricted Securities Legend.


                  (i) Except as permitted by the clauses (ii), (iii) and (iv) of
         this Section 2.02(a), each Note certificate evidencing Global Notes and
         Physical Notes (and all Notes issued in exchange therefor and
         substitution thereof) shall bear the following Transfer Restricted
         Securities Legend:

         THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED
         STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
         WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
         PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
         ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
         "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
         DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT)
         (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON
         AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
         WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL
         NOT, PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF
         THE NOTE EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT
         (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THE NOTE
         EVIDENCED HEREBY EXCEPT (A) TO LEAR CORPORATION OR ANY SUBSIDIARY
         THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
         144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED
         INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE BANK OF NEW
         YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), AND A SIGNED
         LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO
         THE RESTRICTIONS ON TRANSFER OF THE NOTE EVIDENCED HEREBY (THE FORM OF
         WHICH LETTER CAN BE OBTAINED FROM SUCH TRUSTEE OR A SUCCESSOR TRUSTEE,
         AS APPLICABLE), AN OPINION OF COUNSEL ACCEPTABLE TO LEAR CORPORATION
         THAT SUCH TRANSFER IS

                                      -11-
<PAGE>   19
         IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN
         COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE
         EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
         ACT (IF AVAILABLE) OR (F) PURSUANT TO A REGISTRATION STATEMENT WHICH
         HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH
         CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND (3) AGREES
         THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY
         IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
         CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED HEREBY PRIOR TO
         EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTE
         EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY
         SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
         FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND
         SUBMIT THIS CERTIFICATE TO THE BANK OF NEW YORK, AS TRUSTEE (OR A
         SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFEREE IS AN
         INSTITUTIONAL ACCREDITED INVESTOR OR A PURCHASER WHO IS NOT A U.S.
         PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE BANK OF
         NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH
         CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY
         REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT
         TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE
         TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE
         THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

                 (ii) Upon any sale or transfer of a Transfer Restricted
         Security in compliance with Rule 144 under the Securities Act or
         pursuant to an effective registration statement under the Securities
         Act, the Registrar shall permit the Holder thereof to exchange such
         Transfer Restricted Security for a Note that does not bear the Transfer
         Restricted Securities Legend, and shall rescind any restriction on the
         transfer of such Transfer Restricted Security.

                (iii) After the expiration of the Restricted Period and upon
         receipt by the Company and the Trustee of a certificate substantially
         in the form of Exhibit B attached hereto, the Registrar shall permit
         the Holder thereof to exchange a Regulation S Temporary Global Note
         which bears the Transfer Restricted Securities Legend for a Regulation
         S Permanent Global which does not bear such legend, and shall rescind
         any restriction on the transfer of the Regulation S Permanent Global
         Notes.

                 (iv) Notwithstanding the foregoing, upon consummation of the
         Exchange Offer, the Company shall issue, and upon receipt of an
         authentication order in accordance with Section 2.03 hereof, the
         Trustee shall authenticate the Exchange Notes in exchange for the
         Initial Notes accepted for exchange in the Exchange Offer, and the
         Registrar shall rescind any restriction on the transfer of such
         security.

         (b) Global Note Legend. Each Global Note, whether or not an Exchange
Note, shall also bear the following legend on the face thereof:


                                      -12-
<PAGE>   20
         THIS NOTE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE INDENTURE
         HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A COMMON
         DEPOSITARY OR A NOMINEE OF A COMMON DEPOSITARY. THIS NOTE IS NOT
         EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
         THAN THE COMMON DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED
         CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
         (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE TO A COMMON DEPOSITARY
         OR A NOMINEE OF THE COMMON DEPOSITARY OR TO THE DEPOSITARY OR ANOTHER
         NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED
         CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

         THIS NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
         GOVERNING THIS NOTE) IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
         OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
         CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS
         HEREON AS MAY BE REQUIRED PURSUANT TO SECTIONS 2.01, 2.07, 2.08, 2.09
         AND 3.03, OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
         WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (III)
         THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
         PURSUANT TO SECTION 2.14 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY
         BE TRANSFERRED TO A SUCCESSOR COMMON DEPOSITARY WITH THE PRIOR WRITTEN
         CONSENT OF THE COMPANY.

         SECTION 2.03. Execution and Authentication.

         Two Officers shall sign the Notes for the Company by manual or
facsimile signature. If an Officer whose signature is on a Note no longer holds
that office at the time the Note is authenticated, the Note shall be valid
nevertheless.

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

         The Trustee shall, upon a written order of the Company signed by one
Officer of the Company, authenticate for original issue (i) Initial Notes on the
Issue Date in aggregate principal amount not to exceed E250,000,000, (ii)
Additional Notes not to exceed E250,000,000 in aggregate principal amount in
accordance with Section 2.18, and (iii) upon completion of an Exchange Offer
(and thereafter as appropriate), Exchange Notes for like principal amount of
Initial Notes, including any Additional Notes, in accordance with the
Registration Rights Agreement and Section 2.07 hereof. The aggregate principal
amount of Notes outstanding at any time shall not exceed E500,000,000, except as
provided in Section 2.10.

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


                                      -13-
<PAGE>   21
         SECTION 2.04. Registrar and Paying Agent.


         The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange (the "Registrar") and an
office or agency where Notes may be presented for payment (the "Paying Agent").
The Registrar shall keep a register of the Notes (the "Register") and of their
transfer and exchange. The Company may appoint one or more co-Registrars and one
or more additional Paying Agents. The term "Paying Agent" includes any
additional paying agent and the term "Registrar" includes any additional
registrar. The Company may change any Paying Agent or Registrar without prior
notice to any Holder. So long as the Notes are listed on the Luxembourg Stock
Exchange and the rules of such exchange require, the Company shall maintain an
office or agency in Luxembourg.

         The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which shall incorporate the terms of the
TIA and implement the terms of this Indenture which relate to such Agent. The
Company shall give prompt written notice to the Trustee of the name and address
of any Agent who is not a party to this Indenture. If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such. The Company or any Affiliate of the Company may act as Paying
Agent or Registrar; provided, however, that none of the Company, its
Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in
connection with redemptions, offers to purchase, discharges and defeasance, as
otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if
a Default or Event of Default has occurred and is continuing. So long as the
Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange
require, the Company will maintain a listing agent, Paying Agent and transfer
agent in Luxembourg.

         The Company hereby initially appoints the (i) Trustee as Registrar and
Paying Agent in the United States, (ii) Kredietbank S.A. Luxembourgeoise as
listing agent, Paying Agent and transfer agent in Luxembourg, and (iii) The Bank
of New York - London Branch as Paying Agent and transfer agent in London.

         SECTION 2.05. Paying Agent to Hold Assets in Trust.

         Not later than 11:00 a.m. (London time) on each due date of the
principal and interest on any Notes, the Company shall deposit with one or more
Paying Agents money in immediately available funds sufficient to pay such
principal and interest so becoming due. The Company shall require each Paying
Agent other than the Trustee to agree in writing that the Paying Agent shall
hold in trust for the benefit of Holders or the Trustee all assets held by the
Paying Agent for the payment of principal of and interest on the Notes (whether
such money has been paid to it by the Company or any other obligor on the Notes,
including any Guarantor) and shall notify the Trustee of any failure by the
Company (or any other obligor on the Notes, including any Guarantor) in making
any such payment. While any such failure continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed. The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee. Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary of the Company) shall have no
further liability for the money so paid over to the Trustee.

         If the Company or any Subsidiary of the Company or any Affiliate of any
of them acts as Paying Agent, it shall, prior to or on each due date of any
principal of or interest on the Notes, segregate and hold in a separate trust
fund for the benefit of the Holders a sum of money sufficient with monies held
by all other Paying Agents, to pay such principal or interest so becoming due
until such sum of money shall be paid to such Holders or otherwise disposed of
as provided in this Indenture, and will promptly notify the Trustee of its
actions or failure to act.


                                      -14-
<PAGE>   22
         SECTION 2.06. Holder Lists.


         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with Section 312(a) of the TIA. If the
Trustee is not the Registrar, the Company shall furnish to the Trustee prior to
or on each Interest Payment Date for the Notes and at such other times as the
Trustee may request in writing a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders, relating
to such Interest Payment Date or request, as the case may be.

         SECTION 2.07. General Provisions Relating to Transfer and Exchange.


         The Notes are issuable only in registered form. A Holder may transfer a
Note only by written application to the Registrar or another transfer agent
stating the name of the proposed transferee and otherwise complying with the
terms of this Indenture. No such transfer shall be effected until, and such
transferee shall succeed to the rights of a Holder only upon, final acceptance
and registration of the transfer by the Registrar in the Register. Prior to the
registration of any transfer by a Holder as provided herein, the Company, the
Trustee, and any agent of the Company shall treat the person in whose name the
Note is registered as the owner thereof for all purposes whether or not the Note
shall be overdue, and neither the Company, the Trustee, nor any such agent shall
be affected by notice to the contrary. Furthermore, any Holder of a Global Note
shall, by acceptance of such Global Note, agree that transfers of beneficial
interests in such Global Note may be effected only through a book-entry system
maintained by the Holder of such Global Note (or its agent) and that ownership
of a beneficial interest in the Note shall be required to be reflected in a
book-entry. Notwithstanding the foregoing, in the case of a Transfer Restricted
Security, a beneficial interest in a Global Note being transferred in reliance
on an exemption from the registration requirements of the Securities Act other
than in accordance with Rule 144, Rule 144A and Regulation S may only be
transferred for a Physical Note.

         When Notes are presented to the Registrar or another transfer agent
with a request to register the transfer or to exchange them for an equal
principal amount of Notes of other authorized denominations (including an
exchange of Notes for Exchange Notes), the Registrar shall register the transfer
or make the exchange as requested if its requirements for such transactions are
met (including that such Notes are duly endorsed or accompanied by a written
instrument of transfer duly executed by the Holder thereof or by an attorney who
is authorized in writing to act on behalf of the Holder); provided that no
exchanges of Notes for Exchange Notes shall occur until an exchange offer
registration statement shall have been declared effective by the SEC and that
any Notes that are exchanged for Exchange Notes shall be cancelled by the
Trustee. Subject to Section 2.03, to permit registrations of transfers and
exchanges, the Company shall execute and the Trustee shall authenticate Notes at
the Registrar's request. No service charge shall be made for any registration of
transfer or exchange or redemption of the Notes, but the Company may require
payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer taxes or
other similar governmental charge payable upon exchanges pursuant to Section
2.13, 3.06 or 9.05 hereof).

         Neither the Registrar nor any other transfer agent nor the Company
shall be required to:

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

                 (ii) 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.


                                      -15-
<PAGE>   23
         Each Holder agrees to indemnify the Company and the Trustee against any
liability that may result from the transfer, exchange or assignment of such
Holder's Notes in violation of any provision of this Indenture and/or applicable
United States Federal or state securities law.

         The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Note other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

         SECTION 2.08. Book-Entry Provisions for Global Notes.

         (a) The Rule 144A Global Notes and Regulation S Global Notes initially
shall:

                  (i) be registered in the name of the Common Depositary as the
         nominee of the Depositary;

                  (ii) be delivered to the Common Depositary as custodian for
         the Depositary; and

                  (iii) bear legends as set forth in Section 2.02 hereof.

         Members of, or participants in, the Depositary ("Participants") shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depositary, or the Common Depositary as its custodian, or
under such Global Note, and the Common 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 contained 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 Common Depositary or
impair, as between the Depositary and the Participants, the operation of
customary practices governing the exercise of the rights of a Holder of any
Note.

         (b) 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. Beneficial owners may transfer their interests in
Global Notes in accordance with the rules and procedures of the Depositary and
the provisions of Section 2.09 hereof.

         (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 another
Global Note will, upon transfer, cease to be an interest in such Global Note and
become an interest in such 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) The registered Holder of a Global Note may grant proxies and
otherwise authorize any Person, including Participants and Persons that may hold
interests through Participants, to take any action which a Holder is entitled to
take under this Indenture or the Notes.

         (e) If at any time:

                  (i) the Company notifies the Trustee in writing that the
         Depositary is no longer willing or able to continue to act as
         Depositary for the Global Notes, and a successor depositary for the
         Global Notes is not appointed by the Company within 90 days of such
         notice or cessation;


                                      -16-
<PAGE>   24
                 (ii) the Company, at its option, notifies the Trustee in
         writing that it elects to cause the issuance of the Notes in definitive
         form under this Indenture in exchange for all or any part of the Notes
         represented by a Global Note or Global Notes; or

                  (iii) an Event of Default has occurred and is continuing and
         the Registrar has received a request from the Depositary,

subject to this Section 2.08(e), the Depositary shall, or shall instruct the
Common Depository to surrender such Global Note or Global Notes to the Trustee
for cancellation and then the Company shall execute, and the Trustee shall
authenticate and deliver in exchange for such Global Note or Global Notes, U.S.
Physical Notes and Regulation S Physical Notes, as applicable, in an aggregate
principal amount equal to the principal amount of such Global Note or Global
Notes. Such Physical Notes shall be registered in such names as the Depositary
shall identify in writing as the beneficial owners of the Notes represented by
such Global Note or Notes (or any nominee thereof).

         (f) Notwithstanding the foregoing, in connection with any transfer of a
portion of the beneficial interests in a Global Note to beneficial owners
pursuant to paragraph (e) of this Section 2.08, the Registrar shall reflect on
its books and records the date and a decrease in the principal amount of such
Global Note in an amount equal to the principal amount of the beneficial
interest in such Global Note to be transferred, and the Company shall execute,
and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes
or Regulation S Physical Notes, as the case may be, of like tenor and amount.

         SECTION 2.09. Special Transfer Provisions.

         Unless and until an Initial Note (1) is exchanged for an Exchange Note,
(2) transferred after the time period referred to in Rule 144(k) under the
Securities Act or (3) otherwise sold in connection with an effective
registration statement pursuant to the Registration Rights Agreement, the
following provisions shall apply:

                  (a) Transfers to Institutional Accredited Investors which are
         not Qualified Institutional Buyers. The following provisions shall
         apply with respect to the registration of any proposed transfer of a
         Note to any Institutional Accredited Investor which is not a Qualified
         Institutional Buyer (excluding Non-U.S. Persons):

                           (i) The Registrar shall register the transfer if the
                  proposed transferee has delivered to the Trustee (A) a
                  certificate substantially in the form of Exhibit C attached
                  hereto and (B) an opinion of counsel acceptable to the Company
                  that such transfer is in compliance with the Securities Act.

                          (ii) If Note to be transferred consists of a Physical
                  Note, upon receipt by the Registrar of the documents referred
                  to in the preceding sentence, and the Company shall execute
                  and the Trustee shall authenticate and deliver, a new U.S.
                  Physical Note registered in the name of the transferee and the
                  Trustee shall cancel the Physical Note presented for transfer.

                         (iii) If the proposed transferor is a Participant
                  holding a beneficial interest in the Rule 144A Global Notes,
                  upon receipt by the Registrar of the documents required by
                  subclause (a)(i) above and instructions given in accordance
                  with the procedures of the Depositary and of the Registrar,
                  the Registrar shall reflect on its books and records the date
                  and a decrease in the principal amount of the Rule 144A Global
                  Notes in an amount equal to the principal amount of the
                  beneficial interest in the Rule 144A Global Notes to be
                  transferred, and the Company shall

                                      -17-
<PAGE>   25
                  execute, and the Trustee shall authenticate and deliver, one
                  or more U.S. Physical Notes of like tenor and amount.

                          (iv) If the proposed transferor is a Participant
                  holding a beneficial interest in the Regulation S Temporary
                  Global Notes, upon receipt by the Registrar of the documents
                  required by subclause (a)(i) above and instructions given in
                  accordance with the procedures of the Registrar and of the
                  Depositary, the Registrar shall reflect on its books and
                  records the date and a decrease in the principal amount of the
                  Regulation S Temporary Global Notes in an amount equal to the
                  principal amount of the beneficial interest in the Regulation
                  S Temporary Global Notes to be transferred, and the Company
                  shall execute, and the Trustee shall authenticate and deliver,
                  one or more U.S. Physical Notes of like tenor and amount.

                  (b) Transfers to Qualified Institutional Buyers. The following
         provisions shall apply with respect to the registration of any proposed
         transfer of a Note to a Qualified Institutional Buyer (excluding
         Non-U.S. Persons):

                           (i) If the Note to be transferred consists of (x)
                  either Regulation S Physical Notes prior to the removal of the
                  Transfer Restricted Securities Legend or U.S. Physical Notes,
                  the Registrar shall register the transfer if such transfer is
                  being made by a proposed transferor who has checked the box
                  provided for on the form of Note stating or has otherwise
                  advised the Company and the Registrar in writing that the sale
                  has been made in compliance with the provisions of Rule 144A
                  to a transferee who has signed the certification provided for
                  on the form of Note stating or has otherwise advised the
                  Company and the Registrar in writing that:

                                    (A) it is purchasing the Note for its own
                           account or an account with respect to which it
                           exercises sole investment discretion, in each case
                           for investment and not with a view to distribution;

                                    (B) it and any such account is a Qualified
                           Institutional Buyer within the meaning of Rule 144A;

                                    (C) it is aware that the sale to it is being
                           made in reliance on Rule 144A;

                                    (D) it acknowledges that it has received
                           such information regarding the Company as it has
                           requested pursuant to Rule 144A or has determined not
                           to request such information; and

                                    (E) it is aware that the transferor is
                           relying upon its foregoing representations in order
                           to claim the exemption from registration provided by
                           Rule 144A; or

                  or (y) an interest in the Rule 144A Global Notes, the transfer
                  of such interest may be effected only through the book entry
                  system maintained by the Depositary.

                          (ii) If the proposed transferee is a Participant, and
                  the Note to be transferred consists of U.S. Physical Notes,
                  upon receipt by the Registrar of the documents referred to in
                  clause (i) above and instructions given in accordance with the
                  procedures of the Depositary and the Registrar, the Registrar
                  shall reflect on its books and records the date and an
                  increase in the principal amount of Rule 144A Global Notes in
                  an amount equal to the principal amount of the

                                      -18-
<PAGE>   26
                  U.S. Physical Notes to be transferred, and the Trustee shall
                  cancel the U.S. Physical Notes so transferred.

                         (iii) If the proposed transferee is a Participant and
                  the Note to be transferred consists of a beneficial interest
                  in the Regulation S Temporary Global Notes, upon receipt by
                  the Registrar of the documents referred to in clause (i) above
                  and instructions given in accordance with the procedures of
                  the Registrar and the Depositary, the Registrar shall reflect
                  on its books and records the date and an increase in the
                  principal amount of the Rule 144A Global Notes in an amount
                  equal to the principal amount of the Regulation S Temporary
                  Global Notes to be transferred, and the Trustee shall decrease
                  the amount of the Regulation S Temporary Global Notes in a
                  corresponding amount.

                  (c) Transfers to Non-U.S. Persons of U.S. Physical Notes and
         Interests in Rule 144A Global Notes. (i) The Registrar shall register
         any proposed transfer to a Non-U.S. Person of a U.S. Physical Note or
         an interest in Rule 144A Global Notes only upon receipt of a
         certificate from the proposed transferor substantially in the form of
         Exhibit D attached hereto.

                 (ii) (a) If the proposed transferor is a Participant holding a
         beneficial interest in the Rule 144A Global Notes, upon receipt by the
         Registrar of the documents, if any, required by paragraph (i) above and
         instructions in accordance with the procedures of the Depositary and of
         the Registrar, the Registrar shall reflect on its books and records the
         date and a decrease in the principal amount of the Rule 144A Global
         Notes in an amount equal to the principal amount of the beneficial
         interest in the Rule 144A Global Notes to be transferred, (b) if the
         proposed transferor is a holder of U.S. Physical Notes, the Trustee
         shall cancel the U.S. Physical Notes so transferred, and (c) if the
         proposed transferee is a Participant, upon receipt by the Registrar of
         instructions given in accordance with the procedures of the Depositary
         and of the Registrar, the Registrar shall reflect on its books and
         records the date and an increase in the principal amount of the
         Regulation S Global Notes in an amount equal to the principal amount of
         the U.S. Physical Notes or the Rule 144A Global Notes, as the case may
         be, to be transferred.

                  (d) Transfers to Non-U.S. Persons of Interests in the
         Regulation S Temporary Global Notes. The Registrar shall register the
         transfer of any interest in a Regulation S Temporary Global Note to
         Non-U.S. Persons if the proposed transferor has delivered to the
         Registrar a certificate substantially in the form of Exhibit D attached
         hereto.

                  (e) Transfers of Interests in the Regulation S Permanent
         Global Notes. The Registrar shall register the transfer of interests in
         Regulation S Permanent Global Notes without requiring any additional
         certification.

                  (f) Transfer Restricted Securities Legend. Upon the transfer,
         exchange or replacement of Notes not bearing the Transfer Restricted
         Securities Legend, the Registrar shall deliver Notes that do not bear
         the Transfer Restricted Securities Legend. Upon the transfer, exchange
         or replacement of Notes bearing the Transfer Restricted Securities
         Legend, the Registrar shall deliver only Notes that bear the Transfer
         Restricted Securities Legend unless (A) the circumstances described in
         clauses (ii), (iii) and (iv) of Section 2.02(a) exist or (ii) there is
         delivered to the Registrar an Opinion of Counsel reasonably
         satisfactory to the Company and the Trustee to the effect that neither
         such legend nor the related restrictions on transfer are required in
         order to maintain compliance with the provisions of the Securities Act.

                  (g) Certain Transfers in Connection with and After the
         Exchange Offer. Notwithstanding any other provision of this Indenture:


                                      -19-
<PAGE>   27
                           (i) no Exchange Note may be exchanged by the Holder
                  thereof for an Initial Note;

                          (ii) accrued and unpaid interest on the Initial Notes
                  being exchanged in the Exchange Offer shall be due and payable
                  on the next Interest Payment Date for the Exchange Notes
                  following the Exchange Offer and shall be paid to the Holder
                  on the relevant record date of the Exchange Notes issued in
                  respect of the Initial Note being exchanged; and

                         (iii) interest on the Initial Note being exchanged in
                  the Exchange Offer shall cease to accrue on the date of
                  completion of the Exchange Offer and interest on the Exchange
                  Notes to be issued in the Exchange Offer shall accrue from the
                  date of the completion of the Exchange Offer.

         (h) General. By its acceptance of any Note bearing the Transfer
Restricted Securities Legend, each Holder of such a Note acknowledges the
restrictions on transfer of such Note set forth in this Indenture and agrees
that it will transfer such Note only as provided in this Indenture. The
Registrar shall not register a transfer of any Note unless such transfer
complies with the restrictions on transfer of such Note set forth in this
Indenture. The Registrar shall be entitled to receive and rely on written
instructions from the Company verifying that such transfer complies with such
restrictions on transfer. In connection with any transfer of Notes, each Holder
agrees by its acceptance of the Notes to furnish the Registrar or the Company
such certifications, legal opinions or other information as either of them may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements
of the Securities Act; provided that the Registrar shall not be required to
determine (but may rely on a determination made by the Company with respect to)
the sufficiency of any such certifications, legal opinions or other information.

         The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.08 hereof or this Section
2.09. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar.

         SECTION 2.10. Replacement Notes.

         If a mutilated Note is surrendered to the Trustee or if the Holder of a
Note claims that the Note has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate a replacement Note if the
requirements of the Trustee and the Company are met; provided that, if any such
Note has been called for redemption in accordance with the terms thereof, the
Trustee may pay the Redemption Price thereof on the Redemption Date without
authenticating or replacing such Note. The Trustee or the Company may, in either
case, require the Holder to provide an indemnity bond sufficient in the judgment
of each of the Trustee and the Company to protect the Company, the Trustee or
any Agent from any loss which any of them may suffer if a Note is replaced or if
the Redemption Price therefor is paid pursuant to this Section 2.10. The Company
may charge the Holder who has lost a Note for its expenses in replacing a Note.

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

         SECTION 2.11. Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee, except for (i) those cancelled by it, (ii) those delivered to it
for cancellation and (iii) those described in this Section as not outstanding.


                                      -20-
<PAGE>   28
         If a Note is replaced pursuant to Section 2.10 hereof, it ceases to be
outstanding and interest ceases to accrue unless the Trustee receives proof
satisfactory to it that the replaced Note is held by a bona fide purchaser.

         If all principal of and interest on any Note are considered paid under
Section 4.01 hereof, such Note ceases to be outstanding and interest on it
ceases to accrue.

         Except as provided in Section 2.12 hereof, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds such Note.

         SECTION 2.12. Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or an Affiliate of the Company shall be considered as though they are
not outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes which such Trustee actually knows are so owned shall be so disregarded.

         SECTION 2.13. Temporary Notes.

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

         SECTION 2.14. Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange, payment or
repurchase. The Trustee shall cancel all Notes surrendered for registration of
transfer, exchange, payment, repurchase, redemption, replacement or cancellation
and shall return such cancelled Notes to the Company upon the Company's written
request (subject to the record retention requirements of the Exchange Act). The
Company may not issue new Notes to replace Notes that it has paid or that have
been delivered to the Trustee for cancellation.

         SECTION 2.15. ISIN Numbers and Common Codes.

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

         SECTION 2.16. Defaulted Interest.

         If the Company fails to make a payment of interest on the Notes, it
shall pay such defaulted interest plus (to the extent lawful) any interest
payable on the defaulted interest, in any lawful manner. It may elect to pay


                                      -21-
<PAGE>   29
such defaulted interest, plus any such interest payable on it, to the Persons
who are Holders of such Notes on which the interest is due on a subsequent
special record date. The Company shall notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each such Note. The Company
shall fix any such record date and payment date for such payment. At least 15
days before any such record date, the Company shall mail to Holders affected
thereby a notice that states the record date, Interest Payment Date, and amount
of such interest to be paid.

         SECTION 2.17. Special Record Dates.

         The Company may, but shall not be obligated to, set a record date for
the purpose of determining the identity of Holders of Notes entitled to consent
to any supplement, amendment or waiver permitted by this Indenture. If a record
date is fixed, the Holders of Notes outstanding on such record date, and no
other Holders, shall be entitled to consent to such supplement, amendment or
waiver or revoke any consent previously given, whether or not such Holders
remain Holders after such record date. No consent shall be valid or effective
for more than 90 days after such record date unless consents from Holders of the
principal amount of Notes required hereunder for such amendment or waiver to be
effective shall have also been given and not revoked within such 90-day period.

         SECTION 2.18. Issuance of Additional Notes.

         The Company shall be entitled to issue Additional Notes in aggregate
principal amount not to exceed E250,000,000 under this Indenture which shall
have identical terms as the Notes issued on the Issue Date, other than with
respect to the date of issuance, issue price, and amount of interest payable on
the first payment date applicable thereto (and, if such Additional Notes shall
be issued in the form of Exchange Notes, other than with respect to transfer
restrictions); provided however, no Additional Notes may be issued if an Event
of Default has occurred and is continuing. The Initial Notes issued on the Issue
Date, any Additional Notes and all Exchange Notes issued in exchange therefor
shall be treated as a single class for all purposes under this Indenture.

         With respect to any Additional Notes, the Company shall set forth in a
resolution of its Board of Directors and in a Officers' Certificate, a copy of
each of which shall be delivered to the Trustee, the following information:

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

                  (2) the issue price, the issue date and the ISIN number or
         Common Code of such Additional Notes and the amount of interest payable
         on the first payment date applicable thereto; provided, however, that
         no Additional Notes may be issued at a price that would cause such
         Additional Notes to have "original issue discount" within the meaning
         of Section 1273 of the Internal Revenue Code of 1986, as amended; and

                  (3) whether such Additional Notes shall be Notes bearing the
         Transfer Restricted Securities Legend and issued in the form of Initial
         Notes or shall be unrestricted notes issued in the form of Exchange
         Notes.


                                      -22-
<PAGE>   30
                                   ARTICLE III

                                   REDEMPTION

         SECTION 3.01. Notices to Trustee.


         If the Company elects to redeem Notes pursuant to the redemption
provision of Section 3.07 hereof, it shall notify the Trustee of the intended
Redemption Date, the principal amount of Notes to be redeemed, the ISIN numbers
or Common Codes of the Notes to be redeemed, and the Redemption Price.

         The Company shall give each notice provided for in this Section 3.01
and an Officers' Certificate at least 30 days before the Redemption Date (unless
a shorter period shall be satisfactory to the Trustee), except with respect to
notice of the Redemption Price. An Officers' Certificate containing the
Redemption Price determined as of a date not more than five Business Days prior
to the Redemption Date shall be delivered to the Trustee no later than two
Business Days prior to the Redemption Date.

         SECTION 3.02. Selection of Notes to Be Redeemed.

         If fewer than all the Notes are to be redeemed, the Trustee shall
select the Notes to be redeemed from the outstanding Notes by a method that
complies with the requirements of any exchange on which the Notes are listed,
or, if the Notes are not listed on an exchange, on a pro rata basis or by lot or
in accordance with any other method the Trustee considers fair and appropriate.

         Notes and portions thereof that the Trustee selects shall be in amounts
equal to the minimum authorized denomination for Notes to be redeemed or any
integral multiple thereof. Provisions of this Indenture that apply to Notes
called for redemption also apply to portions of Notes called for redemption. The
Trustee shall notify the Company promptly in writing of the Notes or portions of
Notes to be called for redemption.

         SECTION 3.03. Notice of Redemption.

         At least 30 days but not more than 60 days before the Redemption Date,
the Company shall mail a notice of redemption by first-class mail to each Holder
whose Notes are to be redeemed at the address of such Holder appearing in the
Register. So long as the Notes are listed on the Luxembourg Stock Exchange, any
such notice to the Holders of the relevant Notes shall also be published in a
daily newspaper of general circulation in Luxembourg (which is expected to be
the Luxembourg Wort).

         The notice shall identify the Notes to be redeemed and shall state:

                  (i) the Redemption Date;

                  (ii) the method being used to determine the Redemption Price;

                  (iii) if fewer than all outstanding Notes are to be redeemed,
         the portion of the principal amount of the Notes to be redeemed and
         that, after the Redemption Date, upon surrender of such Note, a new
         Note in principal amount equal to the unredeemed portion will be
         issued;

                  (iv) the name and address of each Paying Agent;

                  (v) that Notes called for redemption must be surrendered to
         the Paying Agent to collect the Redemption Price;


                                      -23-
<PAGE>   31
                  (vi) that, unless the Company defaults in payment of the
         Redemption Price, interest on Notes called for redemption ceases to
         accrue interest on and after the Redemption Date; and

                  (vii) the ISIN number or Common Code, if any, of the Notes to
         be redeemed.

         At the Company's written request, the Trustee shall give the notice of
redemption in the Company's name and at its expense. The notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given
when mailed to the Holder or, when first published, as applicable, whether or
not the Holder receives such notice. In any case, failure to give such notice by
mail or any defect in the notice to the Holder of any Notes shall not affect the
validity of the proceeding for the redemption of any other Notes.

         SECTION 3.04. Effect of Notice of Redemption.

         Once notice of redemption is mailed, Notes called for redemption become
due and payable on the Redemption Date at the Redemption Price. Upon surrender
to the Paying Agent, such Notes shall be paid at the Redemption Price.

         SECTION 3.05. Deposit of Redemption Price.

         Prior to or no later than 10:00 a.m. (London time) on the Redemption
Date, the Company shall deposit with the Trustee or with the Paying Agent an
amount of money sufficient to pay the Redemption Price of all Notes to be
redeemed on that date. The Paying Agent shall promptly return to the Company any
amount of money not required for that purpose.

         SECTION 3.06. Notes Redeemed in Part.

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

         SECTION 3.07. Optional Redemption.

         (a) The Company may, at its option, redeem the Notes, in whole, at any
time, or in part, from time to time, at the Redemption Price equal to the
greater of:

                  (i) 100% of the principal amount of the Notes being redeemed;
         and

                 (ii) as determined by an Independent Investment Banker, the sum
         of the present values of the remaining scheduled payments of principal
         and interest (exclusive of the interest accrued to the Redemption Date)
         on the Notes being redeemed from the Redemption Date to the Maturity
         Date discounted to the Redemption Date on a semi-annual basis (assuming
         a 360-day year consisting of twelve 30-day months) at the Bund Rate
         plus 50 basis points.

plus, any interest accrued but not paid to the Redemption Date.

         (b) For purposes of this optional redemption provision, the following
terms have the following definitions:

         "Bund Rate" means the five-day average of the daily fixing on the
Frankfurt Stock Exchange of the rate for German Bund securities having a
constant maturity most nearly equal to the period from the Redemption Date

                                      -24-
<PAGE>   32
to the Maturity Date; provided, however, that if the period from the Redemption
Date to the Maturity Date is not equal to the constant maturity of a German Bund
security for which a weekly average yield is given, the Bund Rate shall be
obtained by linear interpolation (calculated to the nearest one-twelfth of a
year) from the weekly average yields of German Bund securities for which such
yields are given, except that if the period from the Redemption Date to the
Maturity Date is less than one year, the weekly average yield on actually traded
German Bund securities adjusted to a constant maturity of one year shall be
used.

         "Independent Investment Banker" means any internationally recognized
investment banking firm that in the ordinary course of business is a dealer in
German Bund securities, that is not affiliated with the Company, appointed by
the Trustee after consultation with the Company.

                                   ARTICLE IV

                                    COVENANTS

         SECTION 4.01. 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 this Indenture
and the Notes. Principal and interest shall be considered paid on the date due
if the Paying Agent, if other than the Company, a Subsidiary of the Company or
any Affiliate of any of them, holds as of 11:00 a.m. (London time) on that date
immediately available funds designated for and sufficient to pay all principal
and interest then due. If the Company or any Subsidiary of the Company or any
Affiliate of any of them acts as Paying Agent, principal or interest shall be
considered paid on the due date if the entity acting as Paying Agent complies
with the second paragraph of Section 2.05 hereof.

         The Company shall pay interest on overdue principal and interest on
overdue installments of interest, to the extent lawful, at the rate per annum
specified therefor in the Notes.

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

         SECTION 4.02. Maintenance of Office or Agency.

         The Company shall maintain in the Borough of Manhattan, The City of New
York and London, England, an office or agency (which may be an office of the
Trustee or an affiliate of the Trustee or Registrar) where the Notes may be
surrendered 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 and, so long as the Notes are listed on the Luxembourg Stock Exchange and
the rules of such exchange require, the Company shall maintain an office or
agency in Luxembourg. 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 fails to maintain any such required office or
agency or fails to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
principal Corporate Trust Office of the Trustee.

         The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York, London, England and, so long as the Notes are
listed on the Luxembourg Stock Exchange, and the rules of such exchange

                                      -25-
<PAGE>   33
require, in Luxembourg for such purposes. The Company shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

         The Company hereby designates (i) the principal Corporate Trust Office
of the Trustee as its office or agency in The Borough of Manhattan, The City of
New York, (ii) Kredietbank S.A. Luxembourgeoise as its office or agency in
Luxembourg and (iii) The Bank of New York - London Branch as its office or
agency in London as such offices or agencies of the Company in accordance with
Section 2.04 hereof.

         SECTION 4.03. Reports.

         (a) The Company shall deliver to the Trustee within 15 days after it
files them with the SEC copies of the annual reports 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;
provided, however, the Company shall not be required to deliver to the Trustee
any materials for which the Company has sought and received confidential
treatment by the SEC. The Company also shall comply with the other provisions of
Section 314(a) of the TIA. Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

         (b) If at any time the Company is not subject to Section 13 or Section
15(d) of the Exchange Act, upon the request of a Holder of Notes, the Company
will promptly furnish or cause the Trustee to furnish to such Holder or to a
prospective purchaser of a Note designated by such Holder, as the case may be,
the information, if any, required to be delivered by it pursuant to Rule
144A(d)(4) under the Securities Act to permit compliance with Rule 144A in
connection with resales of the Notes.

         SECTION 4.04. Compliance Certificate.

         The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company starting with the Company's fiscal year
ending December 31, 2001, an Officers' Certificate stating that in the course of
the performance by the signers of their duties as officers of the Company, they
would normally have knowledge of any failure by the Company to comply with all
conditions, or Default by the Company with respect to any covenants, under this
Indenture, and further stating whether or not they have knowledge of any such
failure or Default and, if so, specifying each such failure or Default and the
nature thereof. For purposes of this Section, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided for in this Indenture. The certificate need not comply with Section
11.04 hereof.

         SECTION 4.05. Taxes.

         The Company shall pay prior to delinquency, all material taxes,
assessments, and governmental levies except as contested in good faith by
appropriate proceedings.

         SECTION 4.06. Corporate Existence.

         Subject to Article V hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence and (ii) the material rights (charter and statutory),
licenses and franchises of the Company and its Subsidiaries taken as a whole;
provided, however, that the Company shall not be required to preserve any such
right, license or franchise if the Board of Directors or

                                      -26-
<PAGE>   34
management of the Company determines that the preservation thereof is no longer
in the best interests of the Company, and that the loss thereof is not adverse
in any material respect to the Holders.

         SECTION 4.07. Limitation on Liens.


         The Company shall not, nor shall it permit any of its Restricted
Subsidiaries to, create, incur, assume or permit to exist any Lien on any of its
or their respective properties or assets, whether now owned or hereafter
acquired, or upon any income or profits therefrom, without effectively providing
that the Notes shall be equally and ratably secured until such time as such
Indebtedness is no longer secured by such Lien, except:

                  (i) Permitted Liens;

                  (ii) Liens on shares of capital stock of Subsidiaries of the
         Company (and the proceeds thereof) securing obligations under the
         Principal Credit Facilities;

                  (iii) Liens on receivables subject to a Receivable Financing
         Transaction;

                 (iv) Liens arising in connection with industrial development
         bonds or other industrial development, pollution control or other
         tax-favored or government-sponsored financing transactions, provided
         that such Liens do not at any time encumber any property other than the
         property financed by such transaction and other property, assets or
         revenues related to the property so financed on which Liens are
         customarily granted in connection with such transactions (in each case,
         together with improvements and attachments thereto);

                  (v) Liens granted after the Issue Date on any assets or
         properties of the Company or any of its Restricted Subsidiaries to
         secure obligations under the Notes;

                  (vi) Extensions, renewals and replacements of any Lien
         described in subsections (i) through (v) above; and

                  (vii) Other Liens in respect of Indebtedness of the Company
         and its Restricted Subsidiaries in an aggregate principal amount at any
         time not exceeding 5% of Consolidated Assets at such time.

         SECTION 4.08. Limitation on Sale and Lease-Back Transactions.

         The Company shall not, nor shall it permit any of its Restricted
Subsidiaries to, enter into any sale and lease-back transaction for the sale and
leasing back of any property or asset, whether now owned or hereafter acquired,
of the Company or any of its Restricted Subsidiaries (except such transactions
(i) entered into prior to the Issue Date, (ii) for the sale and leasing back of
any property or asset by the Company or a Restricted Subsidiary of the Company
to the Company or any other Restricted Subsidiary of the Company, (iii)
involving leases for less than three years or (iv) in which the lease for the
property or asset is entered into within 120 days after the later of the date of
acquisition, completion of construction or commencement of full operations of
such property or asset) unless:

                  (a) the Company or such Restricted Subsidiary would be
         entitled under Section 4.07 hereof to create, incur, assume or permit
         to exist a Lien on the assets to be leased in an amount at least equal
         to the Attributable Value in respect of such transaction without
         equally and ratably securing the Notes; or


                                      -27-
<PAGE>   35
                  (b) the proceeds of the sale of the assets to be leased are at
         least equal to their fair market value and the proceeds are applied to
         the purchase, acquisition, construction or refurbishment of assets or
         to the repayment of Indebtedness of the Company or any of its
         Restricted Subsidiaries which on the date of original incurrence had a
         maturity of more than one year.

                                    ARTICLE V

                                  MERGER, ETC.

         SECTION 5.01. When Company May Merge, etc.


         The Company shall not consolidate or merge with or into, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its assets to, any Person unless:

                  (i) the Person formed by or surviving any such consolidation
         or merger (if other than the Company), or to which such sale,
         assignment, transfer, lease, conveyance or other disposition shall have
         been made, is a corporation organized and existing under the laws of
         the United States of America, any state thereof or the District of
         Columbia;

                 (ii) the Person formed by or surviving any such consolidation
         or merger (if other than the Company), or to which such sale,
         assignment, transfer, lease, conveyance or other disposition shall have
         been made, assumes by supplemental indenture satisfactory in form to
         the Trustee all of the obligations of the Company under the Notes and
         this Indenture; and

                (iii) immediately after such transaction, and giving effect
         thereto, no Default or Event of Default shall have occurred and be
         continuing.

Notwithstanding the foregoing, the Company may merge with another Person or
acquire by purchase or otherwise all or any part of the property or assets of
any other corporation or Person in a transaction in which the surviving entity
is the Company.

         SECTION 5.02. Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all the assets of
the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein. In the event of any such sale
or conveyance, but not any such lease, the Company or any successor corporation
which thereafter will have become such in the manner described in this Article V
shall be discharged from all obligations and covenants under the Notes and this
Indenture and may be dissolved, wound up or liquidated.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

         SECTION 6.01. Events of Default.

         An "Event of Default" with respect to the Notes occurs when any of the
following occurs:


                                      -28-
<PAGE>   36
                  (i) failure by the Company to pay principal of any Note when
         due and payable at stated maturity, upon acceleration, redemption or
         otherwise;

                  (ii) failure by the Company to pay any interest on any Note
         when due, and the Default continues for 30 days;

                  (iii) failure by the Company or any Guarantor to comply with
         any of its other agreements or covenants in, or provisions of, the
         Notes or this Indenture, other than covenants or agreements included in
         this Indenture solely for the benefit of any other series of notes, and
         the Default continues for the period and after the notice specified
         below;

                  (iv) any Guarantee of the Notes ceases to be in full force and
         effect or any Guarantor denies or disaffirms its obligations under its
         Guarantee of the Notes, except, in each case, in connection with a
         release of a Guarantee in accordance with the terms of this Indenture;

                  (v) the nonpayment at maturity or other default, beyond any
         applicable grace period, under any agreement or instrument relating to
         any other Indebtedness of the Company or any of its Subsidiaries, the
         unpaid principal amount of which is not less than $40 million, which
         default results in the acceleration of the maturity of such
         Indebtedness prior to its stated maturity or occurs at the final
         maturity thereof,

                  (vi) the entry of any final judgment or orders against the
         Company or any of its Subsidiaries in excess of $40 million
         individually or in the aggregate, not covered by insurance, that is not
         paid, discharged or otherwise stayed, by appeal or otherwise, within 60
         days after the entry of such judgments or orders; and

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

                           (a) commences a voluntary case or proceeding;

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

                           (c) consents to the appointment of a Custodian of it
                  or for all or substantially all of its property; or

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

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

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

                           (b) appoints a Custodian for the Company or any
                  Significant Subsidiary or for all or substantially all of its
                  property; or

                           (c) orders the winding up or liquidation of the
                  Company or any Significant Subsidiary,


                                      -29-
<PAGE>   37
                  and any such order or decree under this clause (viii) remains
                  unstayed and in effect for 60 days.

         A Default under clause (iii) of this Section 6.01 is not an Event of
Default until the Trustee notifies the Company in writing, or the Holders of at
least 25% in principal amount of the outstanding Notes notify the Company and
the Trustee in writing, of the Default, and the Company does not cure the
Default within 30 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default".

         SECTION 6.02. Acceleration.

         If an Event of Default with respect to outstanding Notes (other than an
Event of Default specified in clause (vii) or (viii) of Section 6.01 hereof)
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the outstanding Notes, by written notice to the Company, may
declare due and payable 100% of the principal amount of all Notes plus any
accrued and unpaid interest to the date of payment. Upon a declaration of
acceleration, such principal (or such lesser amount) and accrued and unpaid
interest to the date of payment shall be due and payable. If an Event of Default
specified in clause (vii) or (viii) of Section 6.01 hereof occurs, all unpaid
principal and accrued interest on the Notes shall become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder.

         The Holders of a majority in principal amount of the outstanding Notes
by written notice to the Trustee may rescind and annul an acceleration and its
consequences if (i) all existing Events of Default, other than the nonpayment of
principal (or such lesser amount) of or interest on the Notes which have become
due solely because of the acceleration, have been cured or waived and (ii) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction.

         SECTION 6.03. Other Remedies.

         If an Event of Default with respect to outstanding Notes occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of or interest on the Notes or to
enforce the performance of any provision of the Notes or this Indenture,
including, without limitation, seeking recourse against any Guarantor.

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

         SECTION 6.04. Waiver of Past Defaults.

         Subject to Sections 6.07 and 9.02 hereof, the Holders of at least a
majority in principal amount of the outstanding Notes by notice to the Trustee
may waive an existing Default or Event of Default except a Default or Event of
Default in the payment of the principal of or interest on any Note (provided,
however, that, subject to Section 6.07, the Holders of a majority in principal
amount of the then outstanding Notes may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration). When a Default or Event of Default is waived, it is deemed cured
and ceases.


                                      -30-
<PAGE>   38
         SECTION 6.05. Control by Majority.

         The Holders of at least a majority in principal amount of the
outstanding Notes may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it. However, the Trustee may refuse to follow any direction
that (i) conflicts with law or this Indenture, (ii) the Trustee determines may
be unduly prejudicial to the rights of other Holders or (iii) may involve the
Trustee in personal liability. The Trustee may take any other action which it
deems proper which is not inconsistent with any such direction.

         SECTION 6.06. Limitation on Suits.

         Subject to the provisions of Section 6.07 hereof, no Holder of Notes
may pursue any remedy with respect to this Indenture or the Notes unless:

                  (i) the Holder gives to the Trustee written notice stating
         that an Event of Default is continuing;

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

                  (iii) such Holder or Holders offer to the Trustee indemnity
         satisfactory to the Trustee against any loss, liability, cost or
         expense;

                  (iv) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of indemnity; and

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

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

         SECTION 6.07. Rights of Holders To Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal of or interest, if any, on the
Note on or after the respective due dates expressed or provided for in the Note,
or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of the
Holder.

         SECTION 6.08. Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(i) or (ii) hereof
occurs and is continuing with respect to Notes, the Trustee may recover judgment
in its own name and as trustee of an express trust against the Company (and any
other obligor on the Notes, including any Guarantor) for the whole amount of
principal and accrued interest, if any, remaining unpaid on the outstanding
Notes (and the related Guarantees), together with (to the extent lawful)
interest on overdue principal and interest, and such further amount as shall be
sufficient to cover the costs and, to the extent lawful, expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel and any other amounts due the Trustee under
Section 7.07 hereof.


                                      -31-
<PAGE>   39
         SECTION 6.09. Trustee May File Proofs of Claim.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee and
the Holders allowed in any judicial proceeding relative to the Company (or any
other obligor upon the Notes, including any Guarantor), its creditors or its
property and shall be entitled and empowered to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute
the same, and any custodian in any such judicial proceedings is hereby
authorized by each Holder to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof.
Nothing contained in this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

         SECTION 6.10. Priorities.

         If the Trustee collects any amount of money pursuant to this Article
VI, it shall pay out the money in the following order:

                  First: to the Trustee, its agents and attorneys for amounts
         due under Section 7.07 hereof, including payment of all compensation,
         expense and liabilities incurred, and all advances made by the trustee
         and the costs and expenses of collection;

                  Second: to Holders for amounts due and unpaid on the Notes for
         principal and interest, if any, ratably, without preference or priority
         of any kind, according to the amounts due and payable on the Notes for
         principal and interest, respectively; and

                  Third: to the Company or any other obligors on the Notes, as
         their interests may appear, or to such party as a court of competent
         jurisdiction may direct.

         The Trustee, upon prior written notice to the Company, may fix a record
date and payment date for any payment to Holders pursuant to this Section 6.10.
The Trustee shall notify the Company in writing reasonably in advance of any
such record date and payment date.

         SECTION 6.11. Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07 hereof or a suit by Holders of more than 10% in
principal amount of the outstanding Notes.

         SECTION 6.12. Stay, Extension and Usury Laws.

         The Company and each Guarantor covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or

                                      -32-
<PAGE>   40
the performance of this Indenture; and the Company and each Guarantor (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it shall not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though no such law has been enacted.

                                   ARTICLE VII

                                     TRUSTEE

         SECTION 7.01. Duties of Trustee.


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

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

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

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

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

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

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

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

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

         (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee may refuse to perform
any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability, cost or expense (including,
without limitation, reasonable fees of counsel).


                                      -33-
<PAGE>   41
         (f) The Trustee shall not be obligated to pay interest on any money or
other assets received by it unless otherwise agreed in writing with the Company.
Assets held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

         (g) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney
at the sole cost of the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation;

         (h) the Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Notes and this Indenture;

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

         (j) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.

         SECTION 7.02. Rights of Trustee.

         Subject to Section 315(a) through (d) of the TIA:

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

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

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

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

                  (e) The Trustee may consult with counsel of its selection and
         the advice 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.


                                      -34-
<PAGE>   42
                  (f) Unless otherwise specifically provided in this Indenture,
         any demand, request, direction or notice from the Company shall be
         sufficient if signed by an Officer of the Company.

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

         SECTION 7.03. Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest (as such term is defined in Section 3.10(b) of the TIA), it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee (to the extent permitted under Section 310(b) of the TIA) or
resign. Any agent may do the same with like rights and duties. the Trustee is
also subject to Sections 7.10 and 7.11 hereof.

         SECTION 7.04. Money Held in Trust.

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

         SECTION 7.05. Trustee's Disclaimer.

         The Trustee or any Agent (i) makes no representation as to the validity
or adequacy of this Indenture, the Notes or the Guarantees, (ii) is not be
accountable for the Company's use of the proceeds from the Notes, and (iii) is
not be responsible for any statement in the Notes other than its certificate of
authentication.

         SECTION 7.06. Notice of Defaults.

         If a Default or Event of Default with respect the Notes occurs and is
continuing, and if it is actually known to the Trustee, the Trustee shall mail
to Holders a notice of the Default or Event of Default within 90 days after the
occurrence thereof. Except in the case of a Default or Event of Default in
payment of any such Note, the Trustee may withhold the notice if and so long as
it in good faith determines that withholding the notice is in the interests of
the Holders.

         SECTION 7.07. Reports by Trustee to Holders.

         The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required by Section 313
of the TIA at the times and in the manner provided by the TIA, which initially
shall be not less than every twelve months commencing on March 21, 2001 and may
be dated as of a date up to 75 days prior to such transmission.

         A copy of each report at the time of its mailing to Holders shall be
filed with the SEC, if required, and each stock exchange, if any, on which the
Notes are listed. The Company shall promptly notify the Trustee when the Notes
become listed or delisted on any stock exchange.


                                      -35-
<PAGE>   43
         SECTION 7.08. Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time such
compensation as shall be agreed in writing between the Company and the Trustee
for its services hereunder. The Trustee's compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable disbursements, advances
and expenses incurred by it, including in particular, but without limitation,
those incurred in connection with the enforcement of any remedies hereunder.
Such expenses may include the reasonable fees and out-of-pocket expenses of the
Trustee's agents and counsel.

         Except as set forth in the next paragraph, the Company shall indemnify
and hold harmless the Trustee and any predecessor trustee against any and all
loss and liability or expense, including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee) incurred by it arising
out of or in connection with the acceptance or administration of the trust under
this Indenture. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. The Company shall defend such claim and the Trustee
shall cooperate in such defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and out-of-pocket expenses of such
counsel.

         The Company need not reimburse any expense or indemnify against any
loss, liability, cost or expense incurred by the Trustee through negligence,
wilful misconduct or bad faith.

         To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay the principal of and
interest on particular Notes. The Trustee's right to receive payment of any
amounts due under this Section 7.07 will not be subordinate to any other
liability or indebtedness of the Company.

         The Company's payment obligations pursuant to this Section 7.07 shall
survive the satisfaction and discharge of this Indenture. When the Trustee
incurs expenses or renders services after an Event of Default specified in
clause (vii) or (viii) of Section 6.01 hereof occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         The provisions of this Section shall survive the termination of this
Indenture.

         SECTION 7.09. Replacement of Trustee.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.09.

         The Trustee may resign and be discharged from the trust hereby created
with respect to the Notes by so notifying the Company in writing. The Holders of
a majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company must
remove the Trustee if:

                  (i) the Trustee fails to comply with Section 7.11 hereof or
         Section 310 of the TIA;

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

                  (iii) a Custodian or public officer takes charge of the
         Trustee or its property; or

                  (iv) the Trustee becomes incapable of acting.


                                      -36-
<PAGE>   44
         If the Trustee resigns or is removed or if a vacancy exists in the
office of the Trustee for any reason, the Company shall promptly appoint a
successor Trustee. The Trustee shall be entitled to payment of its fees and
reimbursement of its expenses while acting as Trustee. Within one year after the
successor Trustee takes office, the Holders of at least a majority in principal
amount of then outstanding Notes may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.

         Any Holder of Notes may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee if the
Trustee fails to comply with Section 7.11 hereof.

         If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation or removal, the resigning or removed Trustee, as the case may be,
may petition, at the expense of the Company, any court of competent jurisdiction
for the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The Company shall mail a notice of the successor Trustee's
succession to the Holders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under Section 7.07
hereof shall continue for the benefit of the retiring Trustee with respect to
expenses, losses and liabilities incurred by it prior to such replacement.

         In case of the appointment hereunder of a successor Trustee, the
Company, the retiring Trustee and the Trustee shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which shall:

                  (i) contain such provisions as shall be necessary of desirable
         to transfer and confirm to, and to vest in, the Trustee all the rights,
         powers, trusts and duties of the retiring Trustee to which the
         appointment of such successor Trustee relates;

                  (ii) contain such provisions as shall be necessary or
         desirable to confirm that all the rights, powers, trusts and duties of
         the retiring Trustee as to which the retiring Trustee is not retiring
         shall continue to be vested in the retiring Trustee; and

                  (iii) add to or change any of the provisions of this Indenture
         as shall be necessary or desirable to provide for or facilitate the
         administration of the trusts hereunder by the Trustees.

         Upon the execution and deliver of such supplemental Indenture, the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein 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 with respect to the Notes to which the
appointment of such successor Trustee relates.

         SECTION 7.10. Successor Trustee by Merger, Etc.


         Subject to Section 7.11 hereof, 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
successor entity without any further act shall be the successor Trustee.


                                      -37-
<PAGE>   45
         SECTION 7.11. Eligibility; Disqualification.

         The Trustee shall at all times satisfy the requirements of Section
310(a)(1), (2) and (5) of the TIA. The Trustee shall at all times have a
combined capital and surplus of at least $100 million as set forth in its most
recent published annual report of condition. The Trustee is subject to Section
310(b) of the TIA.

         SECTION 7.12. Preferential Collection of Claims Against the Company.

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

         SECTION 7.13. Trustee's Application for Instructions from the Company.

         Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
three Business Days after the date any officer of the Company actually received
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

         SECTION 7.14. Appointment of Co-Trustee

         (a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any relevant
jurisdiction, the Trustee shall have the power and may execute and deliver all
instruments necessary to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustee, in such capacity and for
the benefit of the Holders, subject to the other provisions of this Section,
such powers, duties, obligations, rights and trusts as the Trustee may consider
necessary or desirable. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
7.11 and no notice to Holders of the appointment of any co-trustee or separate
trustee shall be required under Section 7.09 hereof.

         (b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                  (i) all rights, powers, duties and obligations conferred or
         imposed upon the Trustee shall be conferred or imposed upon and
         exercised or performed by the Trustee under this Indenture and such
         separate trustee or co-trustee jointly (it being understood that such
         separate trustee or co-trustee is not authorized to act separately
         without the Trustee joining in such act except to the extent that under
         any law of any jurisdiction in which any particular act or acts are to
         be performed the Trustee shall be incompetent or unqualified to perform
         such act or acts, in which event such rights, powers, duties and
         obligations shall be exercised and performed singly by such separate
         trustee or co-trustee, but solely at the direction of the Trustee);

                  (ii) no trustee hereunder shall be personally liable by reason
         of any act or omission of any other trustee hereunder; and


                                      -38-
<PAGE>   46
                  (iii) the Trustee may at any time accept the resignation of or
         remove any separate trustee or co-trustee.

         (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Indenture and the conditions
of this Article VII.

         (d) Any separate trustee or co-trustee may at any time constitute the
Trustee its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Indenture on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable or acting, resign or be removed, all of its rights,
remedies and trusts shall vest in and be exercised by the Trustee, to the extent
permitted by law, without the appointment of a new or successor trustee.

         (e) To the extent any co-trustee or separate trustee is not an
affiliate of the Trustee, the appointment of the co-trustee shall be subject to
the prior written consent of the Company, which consent shall not be reasonably
withheld.

                                  ARTICLE VIII

                             DISCHARGE OF INDENTURE

         SECTION 8.01. Satisfaction and Discharge of Indenture.

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

                  (i) either:

                           (a) all Notes previously authenticated and delivered
                  (other than Notes which have been destroyed, lost or stolen
                  and which have been replaced or paid) have been delivered to
                  the Trustee for cancellation; or

                           (b) all such Notes not previously delivered to the
                  Trustee for cancellation have become due and payable (whether
                  at stated maturity, early redemption or otherwise);

         and, in the case of clause (b) above, the Company has deposited, or
         caused to be deposited, irrevocably with the Trustee 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 Notes, cash in Euros and/or Euro Government Obligations
         which through the payment of interest and principal in respect thereof,
         in accordance with their terms, will provide (and without reinvestment
         and assuming no tax liability will be imposed on such Trustee), not
         later than one day before the due date of any payment of money, an
         amount in cash, sufficient, in the opinion of a nationally recognized
         firm of independent public accountants expressed in a written
         certification thereof delivered to the Trustee, to pay principal of and
         interest on all the Notes on the dates such payments of principal or
         interest are due to maturity or redemption;

                  (ii) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company with respect to the Notes; and


                                      -39-
<PAGE>   47
                  (iii) 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 with respect to the Notes have been
         complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.07 hereof shall
survive, and, if money will have been deposited with the Trustee pursuant to
subclause (b) of clause (i) of this Section, the obligations of the Trustee
under Sections 8.02 and 8.05 hereof shall survive.

         SECTION 8.02. Application of Trust Funds; Indemnification.

         (a) Subject to the provisions of Section 8.05 hereof, all money and
Euro Government Obligations deposited with the Trustee pursuant to Section 8.01,
8.03 or 8.04 hereof and all money received by the Trustee in respect of Euro
Government Obligations deposited with the Trustee pursuant to Sections 8.01,
8.03 or 8.04 hereof, 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 as the Trustee may determine, to the
persons entitled thereto, of the principal and interest for whose payment such
money has been deposited with or received by the Trustee.

         (b) The Company shall pay and shall indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against Euro Government
Obligations deposited pursuant to Sections 8.01, 8.03 or 8.04 hereof or the
interest and principal received in respect of such obligations other than any
payable by or on behalf of Holders.

         (c) The Trustee shall deliver or pay to the Company from time to time
upon the request of the Company any Euro Government Obligations or money held by
it as provided in Sections 8.01, 8.03 or 8.04 hereof which, in the opinion of a
nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the Trustee, are then in excess
of the amount thereof which then would have been required to be deposited for
the purpose for which such Euro Government Obligations or money were deposited
or received. This provision shall not authorize the sale by the Trustee of any
Euro Government Obligations held under this Indenture.

         SECTION 8.03. Legal Defeasance.

         The Company and the Guarantors shall be deemed to have been discharged
from their obligations with respect to all of the outstanding Notes and the
related Guarantees on the 91st day after the date of the deposit referred to in
subparagraph (a) hereof, and the provisions of this Indenture, as it relates to
such outstanding Notes and the related Guarantees, shall no longer be in effect
(and the Trustee, at the expense of the Company, shall, upon the request of the
Company, execute proper instruments acknowledging the same), except as to:

                  (i) the rights of Holders of Notes to receive, solely from the
         trust funds described in subparagraph (a) hereof, payments of the
         principal of or interest on the outstanding Notes on the date such
         payments are due;

                  (ii) the Company's obligations with respect to such Notes
         under Sections 2.04, 2.05, 2.07, 2.08, 2.09 and 2.10 hereof; and

                (iii) the rights, powers, trust and immunities of the Trustee
         hereunder and the duties of the Trustee under Section 8.02 hereof and
         the duty of the Trustee to authenticate Notes issued on registration of
         transfer of exchange;


                                      -40-
<PAGE>   48
         provided that the following conditions shall have been satisfied:

                  (a) the Company shall have deposited, or caused to be
         deposited, irrevocably with the Trustee 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
         Notes, cash in Euros and/or Euro Government Obligations which through
         the payment of interest and principal in respect thereof, in accordance
         with their terms, will provide (and without reinvestment and assuming
         no tax liability will be imposed on such Trustee), not later than one
         day before the due date of any payment of money, an amount in cash,
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay principal of and interest on
         all the Notes on the dates such payments of principal or interest are
         due to maturity or redemption;

                  (b) such deposit will not result in a breach or violation of,
         or constitute a Default under, this Indenture;

                  (c) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit and 91 days shall have passed
         after the deposit has been made, and, during such 91 day period, no
         Default specified in Section 6.01(vii) or (viii) hereof with respect to
         the Company occurs which is continuing at the end of such period;

                  (d) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel to the effect that (A)
         the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (B) since the date of execution
         of this Indenture, there has been a change in the applicable U.S.
         federal income tax law, in either case to the effect that, and based
         thereon such Opinion of Counsel shall confirm that, the Holders will
         not recognize income, gain or loss for U.S. federal income tax purposes
         as a result of such deposit, defeasance and discharge and will be
         subject to U.S. federal income tax on the same amount and in the same
         manner and at the same times as would have been the case if such
         deposit, defeasance and discharge had not occurred;

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

                  (f) such deposit shall not result in the trust arising from
         such deposit constituting an "investment company" (as defined in the
         Investment Company Act of 1940, as amended), or such trust shall be
         qualified under such Act or exempt from regulation thereunder; and

                  (g) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent relating to the defeasance contemplated by this
         Section 8.03 have been complied with.

         SECTION 8.04. Covenant Defeasance.


         On and after the 91st day after the date of the deposit referred to in
subparagraph (a) hereof, the Company may omit to comply with any term, provision
or condition set forth under Sections 4.03(a), 4.04, 4.05, 4.07, 4.08 and 10.06
hereof as well as any additional covenants contained in a supplemental indenture
hereto (and the failure to comply with any such provisions shall not constitute
a Default or Event of Default under Section 6.01 hereof) and the occurrence of
any event described in clause (iii) of Section 6.01 hereof shall not constitute
a

                                      -41-
<PAGE>   49
Default or Event of Default hereunder, provided that the following conditions
shall have been satisfied:

                  (i) With reference to this Section 8.04, the Company has
         deposited, or caused to be deposited, irrevocably (except as provided
         in Section 8.05 hereof) with the Trustee as trust funds in trust,
         specifically pledged as security for, and dedicated solely to, the
         benefit of the Holders, cash in Euros and/or Euro Government
         Obligations which through the payment of principal and interest in
         respect thereof, in accordance with their terms, will provide (and
         without reinvestment and assuming no tax liability will be imposed on
         such Trustee), not later than one day before the due date of any
         payment of money, an amount in cash, sufficient, in the opinion of a
         nationally recognized firm of independent certified public accountants
         expressed in a written certification thereof delivered to the Trustee,
         to pay principal and interest on all the Notes on the dates such
         payments of principal and interest are due to maturity or redemption;

                  (ii) Such deposit will not result in a breach or violation of,
         or constitute a Default under, this Indenture;

                  (iii) No Default or Event of Default with respect to the Notes
         shall have occurred and be continuing on the date of such deposit and
         91 days shall have passed after the deposit has been made, and, during
         such 91 day period, no Default with respect to the Notes specified in
         Section 6.01(vii) or (viii) hereof with respect to the Company occurs
         which is continuing at the end of such period;

                  (iv) The Company shall have delivered to the Trustee an
         Opinion of Counsel confirming that Holders of the Notes will not
         recognize income, gain or loss for U.S. federal income tax purposes as
         a result of such deposit and defeasance and will be subject to U.S.
         federal income tax on the same amounts, in the same manner and at the
         same times as would have been the case if such deposit and defeasance
         had not occurred;

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

                  (vi) such deposit shall not result in the trust arising from
         such deposit constituting an "investment company" (as defined in the
         Investment Company Act of 1940, as amended), or such trust shall be
         qualified under such Act or exempt from regulation thereunder; and

                  (vii) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent herein provided for relating to the defeasance
         contemplated by this Section 8.04 have been complied with.

         SECTION 8.05. Repayment to Company.

         The Trustee and the Paying Agent shall pay to the Company upon request
any money held by them for the payment of principal or interest that remains
unclaimed for two years after the date upon which such payment shall have become
due. After payment to the Company, Holders entitled to the money must look to
the Company for payment as general creditors unless an applicable abandoned
property law designates another Person.

                                      -42-
<PAGE>   50
                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         SECTION 9.01. Without Consent of Holders.

         Without the consent of any Holder, the Company, the Guarantors and the
Trustee may, at any time, amend this Indenture, the Notes or the Guarantees to:

                  (i) cure any ambiguity, defect or inconsistency, provided that
         such change does not adversely affect the rights hereunder of any
         Holder in any material respect;

                  (ii) provide for uncertificated Notes in addition to
         certificated Notes;

                  (iii) provide for the assumption of the Company's obligations
         to the Holders of Notes in the case of a merger or consolidation
         pursuant to Article V hereof;

                  (iv) comply with requirements of the SEC in order to effect or
         maintain the qualification of this Indenture under the TIA, provided
         that such change does not adversely affect the rights hereunder of any
         Holder in any material respect;

                  (v) make any change that does not adversely affect in any
         material respect the rights hereunder of any Holder;

                  (vi) add to the covenants of the Company and the Guarantors
         for the benefit of the Holders or to surrender any right or power
         herein conferred upon the Company or the Guarantors;

                  (vii) add a Guarantor or remove a Guarantor in respect to the
         Notes which, in accordance with the terms of this Indenture, ceases to
         be liable in respect of its Guarantee;

                  (viii) secure the Notes;

                  (ix) provide for the issuance of the Exchange Notes, which
         will have terms substantially identical in all material respects to the
         Initial Notes (except that (i) such Exchange Notes shall not contain
         terms with respect to transfer restrictions and shall be registered
         under the Securities Act and (ii) certain provisions relating to an
         increase in the stated rate of interest thereon shall be eliminated)
         and which will be treated, together with any outstanding Initial Notes,
         as a single issue of securities; or

                  (x) provide for issuances of Additional Notes.

         SECTION 9.02. With Consent of Holders.

         Except as provided below in this Section 9.02, this Indenture, the
Notes or the Guarantees may be amended or supplemented, and noncompliance in any
particular instance with any provision of this Indenture, the Notes or the
Guarantees may be waived, in each case with the written consent of the Holders
of at least a majority in principal amount of the then outstanding Notes.

         Without the consent of each Holder of Notes, an amendment or waiver
under this Section 9.02 may not:



                                      -43-
<PAGE>   51
                  (i) reduce the principal amount of Notes the Holders of which
         must consent to an amendment, supplement or waiver of any provision of
         this Indenture;

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

                  (iii) reduce the principal of or change the stated maturity of
         any Notes;

                  (iv) change the date on which any Note may be subject to
         redemption, or reduce the redemption price therefor;

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

                  (vi) modify or change any provision of this Indenture
         affecting the ranking of the Notes in a manner which adversely affects
         the Holders thereof;

                  (vii) impair the right of any Holder to institute suit for the
         enforcement of any payment in or with respect to any Note;

                  (viii) modify or change any provision of any Guarantee in a
         manner which adversely affects the Holders of the Notes; or

                  (ix) make any change in the foregoing amendment and waiver
         provisions which require each Holder's consent.

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

         After an amendment or waiver under this Section 9.02 becomes effective,
the Company shall mail to Holders affected thereby a notice briefly describing
the amendment or waiver. Any failure of the Company to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such amended or supplemental indenture or waiver.

         SECTION 9.03. Compliance with Trust Indenture Act.

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

         SECTION 9.04. Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder's Note, even if notation of the consent is not made on any
Note; provided, however, that unless a record date shall have been established
pursuant to Section 2.17 hereof, any such Holder or subsequent Holder may revoke
the consent as to its Note or portion of a Note if the Trustee receives written
notice of revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver becomes effective on receipt by
the Trustee of consents from the Holders of the requisite percentage principal
amount of the outstanding Notes, and thereafter shall bind every Holder of
Notes; provided, however, if the amendment, supplement or waiver makes a change
described in any of the clauses (i) through (ix) of Section 9.02 hereof, the
amendment, supplement or waiver shall bind only each Holder of a Note which has


                                      -44-
<PAGE>   52
consented to it and every subsequent Holder of a Note or portion of a Note that
evidences the same indebtedness as the consenting Holder's Note.

         SECTION 9.05. Notation on or Exchange of Notes.

         If an amendment, supplement or waiver changes the terms of a Note:

                  (a) the Trustee may require the Holder of a Note to deliver
         such Note to the Trustee, the Trustee may place an appropriate notation
         on the Note about the changed terms and return it to the Holder and the
         Trustee may place an appropriate notation on any Note thereafter
         authenticated; or

                  (b) if the Company or the Trustee so determines, the Company
         in exchange for the Note shall issue and the Trustee shall authenticate
         a new Note that reflects the changed terms.

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

         SECTION 9.06. Trustee to Sign Amendment, etc.

         The Trustee shall sign any amendment authorized pursuant to this
Article IX if the amendment does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may but need
not sign it. In signing or refusing to sign such amendment, the Trustee shall be
entitled to receive and shall be fully protected in relying upon an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that such amendment
is authorized or permitted by this Indenture.

                                    ARTICLE X

                                   GUARANTEES

         SECTION 10.01. Guarantees.

         (a) Subject to the provisions of this Article X, each Guarantor,
jointly and severally, irrevocably and unconditionally guarantees to each Holder
of Notes and to the Trustee on behalf of the Holders:

                  (i) the due and punctual payment in full of principal of and
         interest on the Notes when due, whether at stated maturity, upon
         acceleration, redemption or otherwise;

                  (ii) the due and punctual payment in full of interest on the
         overdue principal of and, to the extent permitted by law, interest on
         the Notes; and

                  (iii) the due and punctual payment of all other Obligations of
         the Company and the other Guarantors to the Holders or the Trustee
         hereunder or under the Notes, including, without limitation, the
         payment of fees, expenses, indemnification or other amounts.

In case of the failure of the Company punctually to make any such principal or
interest payment or the failure of the Company or any other Guarantor to pay any
such other Obligation, each Guarantor agrees to cause any such payment to be
made punctually when due, whether at stated maturity, upon acceleration,
redemption or otherwise, and as if such payment were made by the Company and to
perform any such other Obligation of the Company immediately. Each Guarantor
further agrees to pay any and all expenses (including reasonable counsel fees


                                      -45-
<PAGE>   53
and expenses) incurred by the Trustee or the Holders in enforcing any rights
under these Guarantees. The Guarantees under this Article X are guarantees of
payment and not of collection.

         (b) Each of the Company and the Guarantors waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger, insolvency or bankruptcy of the Company or any other Guarantor, any
right to require a proceeding first against the Company or any other Guarantor,
protest or notice with respect to the Notes and all demands whatsoever, and
covenants that these Guarantees shall not be discharged except by complete
performance of the Obligations contained in the Notes and in this Indenture, or
as otherwise specifically provided therein or herein.

         (c) Each Guarantor waives and relinquishes:

                  (i) any right to require the Trustee, the Holders or the
         Company (each, a "Benefited Party") to proceed against the Company, the
         Subsidiaries of the Company or any other Person or to proceed against
         or exhaust any security held by a Benefited Party at any time or to
         pursue any other remedy in any secured party's power before proceeding
         against the Guarantors;

                  (ii) any defense that may arise by reason of the incapacity,
         lack of authority, death or disability of any other Person or Persons
         or the failure of a Benefited Party to file or enforce a claim against
         the estate (in administration, bankruptcy or any other proceeding) of
         any other Person or Persons;

                  (iii) demand, protest and notice of any kind (except as
         expressly required by this Indenture), including, but not limited to,
         notice of the existence, creation or incurrence of any new or
         additional indebtedness or obligation or of any action or non-action on
         the part of the Guarantors, the Company, the Subsidiaries of the
         Company, any Benefited Party, any creditor of the Guarantors, the
         Company or the Subsidiaries of the Company or on the part of any other
         Person whomsoever in connection with any obligations the performance of
         which are hereby guaranteed;

                  (iv) any defense based upon an election of remedies by a
         Benefited Party, including but not limited to an election to proceed
         against the Guarantors for reimbursement;

                  (v) any defense based upon any statute or rule of law which
         provides that the obligation of a surety must be neither larger in
         amount nor in other respects more burdensome than that of the
         principal;

                  (vi) any defense arising because of a Benefited Party's
         election, in any proceeding instituted under the Bankruptcy Law, of the
         application of Section 1111(b)(2) of the Bankruptcy Law; and

                  (vii) any defense based on any borrowing or grant of a
         security interest under Section 364 of the Bankruptcy Law.

         (d) Each Guarantor further agrees that, as between such Guarantor, on
the one hand, and Holders and the Trustee, on the other hand:

                  (i) for purposes of the relevant Guarantee, the maturity of
         the Obligations Guaranteed by such Guarantee may be accelerated as
         provided in Article VI, notwithstanding any stay, injunction or other
         prohibition preventing such acceleration in respect of the Obligations
         guaranteed thereby, and



                                      -46-
<PAGE>   54
                  (ii) in the event of any acceleration of such Obligations
         (whether or not due and payable) such Obligations shall forthwith
         become due and payable by such Guarantor for purposes of such
         Guarantee.

         (e) The Guarantees shall continue to be effective or shall be
reinstated, as the case may be, if at any time any payment, or any part thereof,
of principal of or interest on any of the Notes is rescinded or must otherwise
be returned by the Holders or the Trustee upon the insolvency, bankruptcy or
reorganization of the Company or any of the Guarantors, all as though such
payment had not been made.

         (f) Each Guarantor shall be subrogated to all rights of the Holders
against the Company in respect of any amounts paid by such Guarantor pursuant to
the provisions of the Guarantees or this Indenture; provided, however, that a
Guarantor shall not be entitled to enforce or to receive any payments until the
principal of and interest on all Notes issued hereunder shall have been paid in
full.

         SECTION 10.02. Obligations of Guarantors Unconditional.

         Each Guarantor agrees that its Obligations hereunder shall be
Guarantees of payment and shall be unconditional, irrespective of and unaffected
by the validity, regularity or enforceability of the Notes or this Indenture, or
of any amendment thereto or hereto, the absence of any action to enforce the
same, the waiver or consent by any Holder or by the Trustee with respect to any
provisions thereof or of this Indenture, the entry of any judgment against the
Company or any other Guarantor or any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor.

         SECTION 10.03. Limitation on Guarantors' Liability.

         Each Guarantor, and by its acceptance hereof each Holder, confirms that
it is the intention of all such parties that the Guarantee by such Guarantor
pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for
purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law. To
effectuate the foregoing intention, the Holders and such Guarantor irrevocably
agree that the Obligations of such Guarantor under this Article X shall be
limited to the maximum amount as shall, after giving effect to all other
contingent and fixed liabilities of such Guarantor and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the Obligations of such other Guarantor under this Article X, result
in the Obligations of such Guarantor under its Guarantee not constituting a
fraudulent transfer or conveyance under applicable U.S. federal or state law.

         SECTION 10.04. Releases of Guarantees.

         (a) If the Notes are defeased in accordance with the terms of Article
VIII of this Indenture, then each Guarantor shall be deemed to have been
released from and discharged of its obligations under its Guarantee as provided
in Article VIII hereof in respect of such Notes, subject to the conditions
stated therein.

         (b) In the event an entity that is a Guarantor ceases to be a guarantor
under the Principal Credit Facilities, such entity shall also cease to be a
Guarantor, whether or not a Default or an Event of Default is then outstanding.
In connection with any Guarantor ceasing to be a Guarantor hereunder, the
Company shall deliver to the Trustee an Officers' Certificate certifying that a
Guarantor has ceased to be a guarantor under the Principal Credit Facilities (or
will cease to be a guarantor concurrently with it ceasing to be a Guarantor).
Upon delivery to the Trustee of such Officers' Certificate, upon the request of
the Company, the Trustee shall execute proper documents acknowledging the
release of such Guarantor from its obligations under the Indenture and the
Notes, effective upon the Guarantor ceasing to be a guarantor under the
Principal Credit Facilities.



                                      -47-
<PAGE>   55
         (c) Any Guarantor not released from its obligations under its Guarantee
shall remain liable for the full amount of principal of and interest on the
Notes and for the other obligations of the Company, such Guarantor and any other
Guarantor under this Indenture as provided in this Article X.

         SECTION 10.05. Application of Certain Terms and Provisions to
Guarantors.

         (a) For purposes of any provision of this Indenture which provides for
the delivery by any Guarantor of an Officers' Certificate or an Opinion of
Counsel or both, the definitions of such terms in Section 1.01 hereof shall
apply to such Guarantor as if references therein to the Company were references
to such Guarantor.

         (b) Any request, direction, order or demand which by any provision of
this Indenture is to be made by any Guarantor shall be sufficient if evidenced
by a written order of the Guarantor signed by one Officer of such Guarantor.

         (c) Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders to
or on any Guarantor may be given or served as described in Section 11.02 hereof.

         (d) Upon any demand, request or application by any Guarantor to the
Trustee to take any action under this Indenture, such Guarantor shall furnish to
the Trustee such certificates and opinions as are required in Section 7.02
hereof as if all references therein to the Company were references to such
Guarantor.

         SECTION 10.06. Additional Guarantors.

         The Company shall cause each subsidiary of the Company that becomes a
guarantor under the Principal Credit Facilities (including any subsidiary that
may have been formerly released as a Guarantor pursuant to Section 10.04), after
the Issue Date, to execute and deliver to the Trustee, promptly upon any such
formation or acquisition:

                  (i) a supplemental indenture in form and substance
         satisfactory to the Trustee which subjects such subsidiary to the
         provisions of this Indenture as a Guarantor, and

                 (ii) an Opinion of Counsel to the effect that such supplemental
         indenture has been duly authorized and executed by such subsidiary and
         constitutes the legally valid and binding obligation of such subsidiary
         (subject to exceptions concerning fraudulent conveyance laws,
         creditors' rights and equitable principles and other customary
         exceptions as may be acceptable to the Trustee in its discretion).

         SECTION 10.07. Execution and Delivery of Guarantee.

         To further evidence the Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Guarantee, substantially in the
form of Exhibit E, shall be endorsed on each Note authenticated and delivered by
the Trustee. Such Guarantee shall be executed on behalf of each Guarantor by
either manual or facsimile signature of an Officer of the Guarantor, each of
whom, in each case, shall have been duly authorized to so execute by all
requisite corporate action. The validity and enforceability of any Guarantee
shall not be affected by the fact that it is not affixed to any particular Note.

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



                                      -48-
<PAGE>   56
         If an Officer of a Guarantor whose signature is on this Indenture or a
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which such Guarantee is endorsed or at any time thereafter, such
Guarantor's Guarantee of such Note shall be valid nevertheless.

                                   ARTICLE XI

                                  MISCELLANEOUS

         SECTION 11.01. Trust Indenture Act Controls.

         This Indenture is subject to the provisions of the TIA which are
required to be part of this Indenture, and shall, to the extent applicable, be
governed by such provisions.

         SECTION 11.02. Notices.

         Any notice or communication to the Company, the Guarantors or the
Trustee is duly given if in writing and delivered in person or mailed by
first-class mail to the address set forth below:

         If to the Company or any Guarantor, addressed to the Company or such
Guarantor:

                  Lear Corporation
                  21557 Telegraph Road
                  Southfield, Michigan 48086-5008
                  Attention: Chief Financial Officer

         with a copy to:

                  Winston & Strawn
                  35 West Wacker Drive
                  Chicago, Illinois 60601
                  Attention: John L. MacCarthy, Esq.

         If to the Trustee or Paying Agent in The City of New York:

                  The Bank of New York
                  101 Barclay Street
                  Floor 21 West
                  New York, New York  10286
                  Attention: Corporate Trust Administration

         if to the Paying Agent in London, England or Registrar:

                  The Bank of New York
                  One Canada Square
                  London E14 5AL
                  England
                  Telecopier No.:  +44-20-7964-6399
                  Attention: Corporate Trust Administration



                                      -49-
<PAGE>   57
The Company, the Guarantors or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

         Any notice or communication to a Holder shall be (i) mailed by
first-class mail to his address shown on the Register kept by the Registrar,
(ii) in a daily newspaper of general circulation in The City of New York and
London and (iii) so long as the Notes are listed on the Luxembourg Stock
Exchange and it is required by the rules of the Luxembourg Stock Exchange, the
Company will make publication of such notice to the Holders of the Notes in a
leading newspaper having general circulation in Luxembourg (which is expected to
be the Luxembourg Wort) or, if such publication is not practicable, in one other
leading daily newspaper with general circulation in Europe, such newspaper being
published on each business day in morning editions, whether or not it shall be
published in Saturday, Sunday or holiday editions. For so long as the Notes are
listed on the Luxembourg Stock Exchange, a copy of all notices will be provided
by the Company to the Luxembourg Stock Exchange. Failure to mail a notice or
communication to a Holder or any defect in such notice or communication shall
not affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed or sent in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it, except that notice to the Trustee shall only be effective upon
receipt thereof by the Trustee.

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

         SECTION 11.03. Communication by Holders with Other Holders.

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

         SECTION 11.04. Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                  (i) an Officers' Certificate (which shall include the
         statements set forth in Section 11.05 hereof) stating that, in the
         opinion of the signers, all conditions precedent and covenants, if any,
         provided for in this Indenture relating to the proposed action have
         been complied with; and

                  (ii) an Opinion of Counsel (which shall include the statements
         set forth in Section 11.05 hereof) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants have been complied
         with.

         SECTION 11.05. Statements Required in Certificate or Opinion.

         Each certificate (other than certificates provided pursuant to Section
4.04 hereof) or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

                  (i) a statement that each individual signing such certificate
         or opinion has read such covenant or condition;



                                      -50-
<PAGE>   58
                  (ii) 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;

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

                  (iv) a statement as to whether or not, in the opinion of each
         such person, such condition or covenant has been complied with;
         provided, however, that with respect to matters of fact, an Opinion of
         Counsel may rely on an Officers' Certificate or certificate of public
         officials.

         SECTION 11.06. Rules by Trustee and Agents.

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

         SECTION 11.07. Legal Holidays.

         A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in Frankfurt, Germany, Luxemburg, London, England or The City of
New York are not required or authorized to be open. If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.

         SECTION 11.08. Duplicate Originals.

         The parties may sign any number of copies of this Indenture. One signed
copy is enough to prove this Indenture.

         SECTION 11.09. Governing Law.

         THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 11.10. No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any of its Subsidiaries. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

         SECTION 11.11. Successors.

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

         SECTION 11.12. Severability.

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



                                      -51-
<PAGE>   59
         SECTION 11.13. Counterpart Originals.

         This Indenture may be signed in one or more counterparts. Each signed
copy shall be an original, but all of them together represent the same
agreement.

         SECTION 11.14. Waiver To Trial By Jury.

         Each party hereto irrevocably and unconditionally waives any right to
trial by jury in any proceeding arising under this Indenture.

         SECTION 11.15. Currency Indemnity.

         The Euro is the sole currency of account and payment for all sums
payable under the Notes. The Company and Guarantors agree, jointly and
severally, to indemnify each Holder and each person, if any, who controls any
Holder within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act against any loss incurred by such Holder as a result of any
judgment or order being given or made against the Company or any Guarantor, for
any Euro amount due under the Notes and such judgment or order being expressed
and paid in a currency (the "Judgment Currency") other than Euros and as a
result of any variation as between (i) the rate of exchange at which the Euro
amount is converted into the Judgment Currency for the purpose of such judgment
or order and (ii) the spot rate of exchange in The City of New York at which
such Holder on the date of payment of such judgment or order is able to purchase
Euros with the amount of the Judgment Currency actually received by such Holder
if such Holder had utilized such amount of Judgment Currency to purchase Euros
as promptly as practicable upon such Holder's receipt thereof. The foregoing
indemnity shall continue in full force and effect notwithstanding any such
judgment or order as aforesaid. The term "spot rate of exchange" shall include
any premiums and costs of exchange payable in connection with the purchase of,
or conversion into, Euros. For the purposes of this Section, it will be
sufficient for the Holder to certify that it would have suffered a loss had an
actual purchase of Euros been made with the amount so received in the Judgment
Currency on the date of receipt or recovery (or, if a purchase of Euros on such
date had not been possible, on the first date on which it would have been
possible). This indemnity shall (i) constitute a separate and independent
obligation from the other obligations of the Company and the Guarantors, (ii)
shall give rise to a separate and independent cause of action, (iii) shall apply
irrespective of any waiver granted by any Holder, and (iv) shall continue in
full force and effect despite any other judgment, order, claim or proof for a
liquidated amount in respect of any sum due under any Note or any other judgment
or order.

                                      LEAR CORPORATION


                                      By: /s/ Joseph F. McCarthy
                                          --------------------------------------
                                          Name:  Joseph F. McCarthy
                                          Title: Vice President, General Counsel
                                                 and Secretary


                                      LEAR OPERATIONS CORPORATION


                                      By: /s/ Joseph F. McCarthy
                                          --------------------------------------
                                          Name:  Joseph F. McCarthy
                                          Title: Vice President, Secretary and
                                                 General Counsel




                                      -52-
<PAGE>   60
                                      LEAR CORPORATION AUTOMOTIVE HOLDINGS


                                      By: /s/ Joseph F. McCarthy
                                          --------------------------------------
                                          Name:  Joseph F. McCarthy
                                          Title: Vice President and Secretary


                                      LEAR CORPORATION EEDS AND INTERIORS


                                      By: /s/ Joseph F. McCarthy
                                          --------------------------------------
                                          Name:  Joseph F. McCarthy
                                          Title: Vice President and Secretary


                                      LEAR SEATING HOLDINGS CORP. #50


                                      By: /s/ Joseph F. McCarthy
                                          --------------------------------------
                                          Name:  Joseph F. McCarthy
                                          Title: Secretary and General Counsel


                                      THE BANK OF NEW YORK, AS TRUSTEE


                                      By: /s/ Luis Perez
                                          --------------------------------------
                                          Name: Luis Perez
                                          Title: Assistant Vice President

Dated:  March 20, 2001



                                      -53-
<PAGE>   61
                                                                       EXHIBIT A

                                 [Form of Note]

                                 [FACE OF NOTE]

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

THIS NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS
NOTE) IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE
MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTIONS 2.01,
2.07, 2.08, 2.09, 2.10 AND 3.03, OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.14 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR COMMON DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
(1)]

         [THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN
"INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF
THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE
144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR
OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY EXCEPT (A) TO LEAR CORPORATION OR
ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER,



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



                                      A-1
<PAGE>   62
FURNISHES TO THE BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS
APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THE NOTE EVIDENCED HEREBY(THE FORM
OF WHICH LETTER CAN BE OBTAINED FROM SUCH TRUSTEE OR A SUCCESSOR TRUSTEE, AS
APPLICABLE), AND AN OPINION OF COUNSEL ACCEPTABLE TO LEAR CORPORATION THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES
IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (F) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE
TIME OF SUCH TRANSFER) AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO
WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED
HEREBY PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTE
EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO
THE BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE
PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR A PURCHASER WHO
IS NOT A U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
BANK OF NEW YORK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE
TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S.
PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT.](2)




----------
(2) This legend should be included only as set forth in Section 2.02(a) of the
    Indenture.


                                      A-2
<PAGE>   63
                                LEAR CORPORATION

                   8 1/8% [Series B](3) Senior Note due 2008

ISIN No.


         LEAR CORPORATION, a Delaware corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to       , or its registered assigns, the principal
sum of                  Euros (E        ) on April 1, 2008.

         Interest Payment Dates: April 1 and October 1, commencing October 1,
         2001

         Regular Record Dates: March 15 and September 15

         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.






----------
(3) Include only for the Exchange Notes.



                                      A-3
<PAGE>   64
         IN WITNESS WHEREOF, the Company has caused this Note to be executed
manually or by facsimile by its duly authorized officers.

Dated: March 20, 2001                     LEAR CORPORATION


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


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

Trustee's Certificate of Authentication

This is one of the 8 1/8% Senior Notes due 2008 referred to in the
within-mentioned Indenture.

THE BANK OF NEW YORK,
as Trustee

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

Date:





                                      A-4
<PAGE>   65


                            [REVERSE SIDE OF NOTE](4)

                                LEAR CORPORATION

                    8 1/8% [Series B](5) Senior Note due 2008

         Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.

1.       Principal and Interest.

         Lear Corporation, a Delaware corporation (the "Company") promises to
pay interest on the principal amount of this Note at a rate of 8 1/8% per annum
from the date of issuance until repayment at maturity or redemption. The Company
will pay interest semiannually on April 1 and October 1 of each year (each, an
"Interest Payment Date"), commencing October 1, 2001. Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the Issue Date. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand, to the extent permitted by law, at the rate borne
by this Note; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent permitted by law.

         In accordance with the terms of the Registration Rights Agreement dated
March 20, 2001 among the Company, the Guarantors and Salomon Brothers
International Limited, Deutsche Bank AG, Credit Suisse First Boston (Europe)
Limited, Chase Securities Inc., Lehman Brothers International (Europe), Merrill
Lynch International, Bank Of America International Limited, BNP Paribas
Securities Corp., Mizuho International plc, Scotia Capital (USA) Inc. and TD
Securities Limited the annual interest rate borne by the Initial Notes shall be
increased by 0.25% per annum from the rate shown above ("Additional Interest")
on (A) July 18, 2001 if neither an exchange offer registration statement (the
"Exchange Offer Registration Statement") nor shelf registration statement (the
"Shelf Registration Statement") is filed prior to or on July 17, 2001, (B)
October 16, 2001 if neither the Exchange Offer Registration Statement nor Shelf
Registration Statement is declared effective by the Securities and Exchange
Commission prior to or on October 15, 2001, (C) November 16, 2001, the Company
has not exchanged Exchange Notes for all Initial Notes validly tendered in
accordance with the terms of an exchange offer (the "Exchange Offer") prior to
or on November 15, 2001, or (D) if applicable, the day the Shelf Registration
Statement ceases to be effective if the Shelf Registration Statement has been
declared effective but then ceases to be effective at any time prior to the
expiration of the holding period referred to in Rule 144(k) (each such event
referred to in clauses (A) through (D) above being a "Registration Default").
Any amount of Additional Interest will be payable in cash semiannually, in
arrears, on each Interest Payment Date and will cease to accrue on the date (1)
the Exchange Offer Registration Statement or Shelf Registration Statement is
filed, in the case of (A) above, (2) the Exchange Offer Registration Statement
or Shelf Registration Statement is declared effective, in the case of (B) above,
and (3) the Exchange Notes are exchanged for all Initial Notes validly


----------

(4)      Appropriate modifications shall be made to reflect the terms of
         Additional Notes.

(5)      Include only for the Exchange Notes.


                                      A-5
<PAGE>   66

tendered in accordance with the terms of the Exchange Offer, in the case of (C)
above, or (4) the Shelf Registration Statement which had ceased to remain
effective prior to the expiration of the holding period referred to in Rule
144(k) is declared effective, in the case of (D) above. The Holder of this Note
is entitled to the benefits of such Registration Rights Agreement. References
herein to interest include any Additional Interest.

         Notwithstanding any other provision of the Indenture or this Note: (i)
accrued and unpaid interest on the Initial Notes being exchanged in the Exchange
Offer shall be due and payable on the next Interest Payment Date for the
Exchange Notes following the Exchange Offer and shall be paid to the Holder on
the relevant record date of the Exchange Notes issued in respect of the Initial
Notes being exchanged, (ii) interest on the Initial Notes being exchanged in the
Exchange Offer shall cease to accrue on the date of completion of the Exchange
Offer and interest on the Exchange Notes to be issued in the Exchange Offer
shall accrue from the date of completion of the Exchange Offer and (iii) the
Exchange Notes shall have no provisions for Additional Interest.

2.       Method of Payment.

         The Company will pay interest on the principal amount of the Notes as
provided above on each Interest Payment Date, commencing October 1, 2001, to the
persons which are Holders (as reflected in the Register at the close of business
on the March 15 or September 15 immediately preceding the Interest Payment
Date), in each case, even if the Note is cancelled on registration of transfer
or registration of exchange after such record date; provided that, with respect
to the payment of principal, the Company will make payment to the Holder that
surrenders this Note to a Paying Agent on or after April 1, 2008.

         The Company will pay principal, premium, if any, and interest in Euros
that at the time of payment is legal tender for payment of public and private
debts. If a payment date is a date other than a Business Day at a place of
payment, payment may be made at that place on the next succeeding day that is a
Business Day and no interest shall accrue for the intervening period.

         Principal of, and premium, if any, and interest on, Physical Notes will
be payable, and Physical Notes may be presented for registration of transfer or
exchange, at the office or agency of the Company maintained for such purpose.
Principal of, and premium, if any, and interest on, Global Notes will be payable
by the Company through the Trustee to the Depositary in immediately available
funds. Holders of Physical Notes will be entitled to receive interest payments
by wire transfer in immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15 days
prior to the applicable Interest Payment Date. Such wire instructions, upon
receipt by the Trustee, shall remain in effect until revoked by such Holder. If
wire instructions have not been received by the Trustee with respect to any
Holder of a Physical Note, payment of interest may be made by check in
immediately available funds mailed to such Holder at the address set forth upon
the Register maintained by the Registrar.

3.       Paying Agent and Registrar.

         Initially, The Bank of New York, the Trustee under the Indenture, will
act as Paying Agent and the Registrar. The Company may change the Paying Agent
or transfer agent without notice to any Holder. The Company, any Subsidiary of
the Company or any Affiliate of any of them may act as a Paying Agent or a
transfer agent, subject to certain limitations. So long as the Notes are listed
on the Luxembourg Stock Exchange and the rules of such stock exchange so
require, the Company will maintain a Paying Agent and transfer agent in
Luxembourg.


                                      A-6
<PAGE>   67

4.       Indenture.

         The Company issued the Notes under an Indenture dated as of March 20,
2001 (the "Indenture"), among the Company, the Guarantors and The Bank of New
York, as trustee (the "Trustee"). The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended ("TIA"). The Notes are subject to all such
terms, and Holders are referred to the Indenture and the TIA for a statement of
all such terms. To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Note and the terms of the Indenture, the
terms of the Indenture shall control.

5.       Guarantees.

         The Notes are guaranteed by the Guarantors, subject to the release of
such guarantees under certain circumstances, as provided in the Indenture.

6.       Optional Redemption.

         The Notes will be redeemable, in whole or in part, upon not less than
30 nor more than 60 days' notice, at any time at the option of the Company, at
the Redemption Price equal to the greater of: (i) 100% of the principal amount
of such Notes and (ii) as determined by an Independent Investment Banker, the
sum of the present values of the remaining scheduled payments of principal and
interest (exclusive of the interest accrued to the Redemption Date) on the Notes
being redeemed from the Redemption Date to the Maturity Date discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Bund Rate plus 50 basis points, plus in each case
any interest accrued but not paid to the Redemption Date. So long as the Notes
are listed on the Luxembourg Stock Exchange, any such notice to the Holders of
the relevant Notes shall also be published in a daily newspaper of general
circulation in Luxembourg (which is expected to be the Luxembourg Wort).

         Notes in original denominations larger than E1,000 may be redeemed in
part. On and after the Redemption Date, interest ceases to accrue on Notes or
portions of Notes called for redemption, unless the Company defaults in the
payment of the Redemption Price.

7.       Mandatory Redemption.

         The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

8.       Denominations; Transfer; Exchange.

         The Notes are in registered form without coupons in denominations of
E1,000 of principal amount and integral multiples of E1,000 in excess thereof. A
Holder may register the transfer or exchange of Notes in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Registrar need not register the transfer or exchange of any Notes selected
for redemption. Also, it need not register the transfer or exchange of any Notes
for a period beginning at the opening of business 15 Business Days before the
day of any selection of Notes for redemption under Section 3.02 hereof and
ending at the close of business on the day of selection.


                                      A-7
<PAGE>   68

9.       Persons Deemed Owners.

         The registered Holder of a Note shall be treated as its owner for all
purposes.

10.      Unclaimed Money.

         If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company at its request. After that, Holders entitled to the
money must look to the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

11.      Discharge Prior to Redemption or Maturity.

         Subject to certain conditions contained in the Indenture, at any time
some or all of the obligations under the Notes, the Guarantees and the Indenture
may be terminated if the Company deposits with the Trustee Euros and/or Euro
Government Obligations sufficient to pay the principal of, and premium, if any,
and interest on, the Notes to redemption or stated maturity, as the case may be.

12.      Amendment; Supplement; Waiver.

         Subject to certain exceptions, the Indenture, the Notes and the
Guarantees may be amended or supplemented with the consent of the Holders of at
least a majority in principal amount of the Notes then outstanding, and any
existing Default or Event of Default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of at least
a majority in principal amount of the Notes then outstanding. Without notice to
or the consent of any Holder, the parties thereto may amend or supplement the
Indenture, the Notes or the Guarantees to, among other things, cure any
ambiguity, defect or inconsistency and make any change that does not materially
and adversely affect the rights of any Holder.

13.      Restrictive Covenants.

         The Indenture imposes certain limitations on the ability of the Company
and its Restricted Subsidiaries, among other things, to create liens and engage
in sale and lease-back transactions. In addition, the Indenture imposes certain
limitations on the ability of the Company to engage in mergers and
consolidations or transfers of all or substantially all of its assets. The
Indenture requires the Company to deliver to the Trustee an Officers'
Certificate within 120 days after the end of each fiscal year stating whether or
not the signers thereof know of any Default or Event of Default under such
restrictive covenants.

14.      Defaults and Remedies.

         The Indenture provides that each of the following events constitutes an
Event of Default with respect to this Note: (i) failure by the Company to pay
principal of any Note when it becomes due and payable at stated maturity, upon
acceleration, redemption or otherwise; (ii) failure by the Company or any
Guarantor to pay interest on any Note when it becomes due and payable and such
Default continues for a period of 30 days; (iii) failure by the Company or any
Guarantor to comply with any of the other agreements or covenants under the
Indenture, which failure is not cured within 30 days after notice is given as
specified in the Indenture; (iv) any Guarantee ceases to be in full force and
effect or any Guarantor denies or disaffirms its obligations under its
Guarantee, except, in each case, in connection with a release of a Guarantee in
accordance with the terms of the Indenture; (v) the nonpayment at maturity or
other default (beyond any applicable grace period) under any agreement or
instrument relating to any other Indebtedness of the Company or any of its
Subsidiaries (the unpaid principal amount of which is not less than $40
million), which default results in the acceleration of the maturity of such


                                      A-8
<PAGE>   69

Indebtedness prior to its stated maturity or occurs at the final maturity
thereof; (vi) the entry of any final judgment or orders against the Company or
any of its Subsidiaries in excess of $40 million individually or in the
aggregate (not covered by insurance) that is not paid, discharged or otherwise
stayed (by appeal or otherwise) within 60 days after the entry of such judgments
or orders; and (vii) certain events of bankruptcy, insolvency or reorganization
of the Company or any Significant Subsidiary.

         If an Event of Default occurs and is continuing, the principal amount
hereof may be declared due and payable in the manner and with the effect
provided in the Indenture.

15.      Trustee Dealings with the Company.

         The Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from and perform services for the
Company or its Affiliates and may otherwise deal with the Company or its
Affiliates as if it were not the Trustee.

16.      No Recourse Against Others.

         A director, officer, employee, agent, manager, controlling person,
stockholder, incorporator or other Affiliate of the Company, as such, shall not
have any liability for any obligations of the Company under the Notes or the
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

17.      Authentication.

         This Note shall not be valid until the Trustee (or authenticating
agent) executes the certificate of authentication on the other side of this
Note.

18.      Abbreviations.

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

19.      Additional Rights of Holders of Transfer Restricted Securities.

         In addition to the rights provided to Holders under the Indenture,
Holders of Transfer Restricted Securities shall have all the rights set forth in
the Registration Rights Agreement.

20.      ISIN Numbers and Common Codes.

         The Company has caused ISIN numbers or Common Codes, as the case may
be, to be printed on the Notes and the Trustee may use the same in notices of
redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

21.      GOVERNING LAW.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.


                                      A-9
<PAGE>   70

22.      Successor Corporation.

         In the event a successor corporation assumes all the obligations of the
Company under the Notes and the Indenture, pursuant to the terms thereof, the
Company will be released from all such obligations.


                                      A-10
<PAGE>   71

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below and have your signature
guaranteed: (I) or (we) assign and transfer this Note to:


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


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

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

Dated: __________                 Your Name: __________________________________
                                             (Print your name exactly as it
                                             appears on the face of this Note)

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

Signature Guarantee*: ______________________________


----------

*      Participant in a recognized Signature Guarantee Medallion Program (or
       other signature guarantor acceptable to the Trustee).


                                      A-11
<PAGE>   72


           [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER
            THAN EXCHANGE NOTES, REGULATION S PERMANENT GLOBAL NOTES
                   AND UNLEGENDED REGULATION S PHYSICAL NOTES]

         In connection with any transfer of this Note occurring prior to the
date which is the earlier of 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]

[ ]      (a) this Note is being transferred in compliance with the exemption
         from registration under the Securities Act of 1933 provided by Rule
         144A thereunder.

                                       or

[ ]      (b) 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 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 Section 2.09 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:  __________________________________
                      Signature must be guaranteed by a
                      participant in a recognized
                      signature guaranty medallion
                      program or other signature
                      guarantor acceptable to the
                      Trustee.


                                      A-12
<PAGE>   73

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

         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, in each case for investment and not with a view to
distribution, and that it and any such account is a "Qualified Institutional
Buyer" within the meaning of Rule 144A under the Securities Act of 1933 and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Date: ________________________         ________________________________________
                                       NOTICE:  To be executed by an executive
                                                officer


                                      A-13
<PAGE>   74

                   SCHEDULE OF EXCHANGES OF DEFINITIVE NOTE(6)

         The following exchanges of a part of this Global Note for Physical
Notes have been made:

<TABLE>
<CAPTION>
                                                                       Principal Amount of
                                                                        this Global Note         Signature of
                          Amount of decrease     Amount of increase      following such       authorized officer
                          in Principal Amount   in Principal Amount         decrease          of Trustee or Note
   Date of Exchange       of this Global Note   of this Global Note      (or increase)            Custodian
   ----------------       -------------------   -------------------      -------------            ---------
<S>                       <C>                   <C>                    <C>                    <C>

</TABLE>



----------

(6)      This schedule should be included only if the Note is issued in global
         form.


                                      A-14
<PAGE>   75

                                                                       EXHIBIT B


                 [Form of Certificate to be Delivered By Holder
                   in Connection with Exchanging Regulation S
         Temporary Global Notes for Regulation S Permanent Global Notes]


                                                                          [Date]

The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York  10286
Attention:  Corporate Trust Administration

                              Re: Lear Corporation

Ladies and Gentlemen:

         This letter relates to E ______ aggregate principal amount of the
Company's 8 1/8% Senior Notes due 2008 (the "Notes") represented by a Note (the
"Legended Note") which bears a legend outlining restrictions upon transfer of
such Legended Note. Pursuant to Section 2.02(a) of the Indenture dated as of
March 20, 2001 (the "Indenture") relating to the Notes, we hereby certify that
we are (or we will hold such securities on behalf of) a person outside the
United States to whom the Notes could be transferred in accordance with Rule 904
of Regulation S promulgated under the U.S. Securities Act of 1933, as amended.
Accordingly, you are hereby requested to exchange the legended certificate for
an unlegended certificate representing an identical principal amount of Notes,
all in the manner provided for in the Indenture.

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


                                           Very truly yours,

                                           [Name of Holder]


                                           By: ______________________________
                                               Authorized Signature


                                      B-1
<PAGE>   76

                                                                       EXHIBIT C


               [Form of Certificate to Be Delivered By Transferee
            in Connection with Transfers to Institutional Accredited
             Investors Which Are Not Qualified Institutional Buyers]


                                                                          [Date]


The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York  10286
Attention:  Corporate Trust Administration

                              Re: Lear Corporation

Ladies and Gentlemen:

         In connection with our proposed purchase of E    aggregate principal
amount of the Company's 8 l/8% Senior Notes due 2008 (the "Notes") of Lear
Corporation (the "Company"), we confirm that:

                  (1) We are an institutional "accredited investor" (as defined
         in Rule 501(a)(1),(2),(3) or (7) under the Securities Act of 1933, as
         amended (the "Securities Act")) and have such knowledge and experience
         in financial and business matters as to be capable of evaluating the
         merits and risks of our investment in the Notes, and we and any
         accounts for which we are acting are each able to bear the economic
         risk of our or their investment.

                  (2) We are acquiring the Notes purchased by us for our own
         account or for one or more accounts (each of which is an institutional
         "accredited investor") as to each of which we exercise sole investment
         discretion.

                  (3) We are not acquiring the Notes with a view to distribution
         thereof or with any present intention of offering or selling any Notes,
         except as permitted below; provided that the disposition of our
         property and the property of any accounts for which we are acting as
         fiduciary will remain at all times within our control.

                  (4) We understand that any subsequent transfer of the Notes is
         subject to certain restrictions and conditions set forth in the
         Indenture dated as of March 20, 2001 (the "Indenture") relating to the
         Notes and the undersigned agrees to be bound by, and not to resell,
         pledge or otherwise transfer the Notes except in compliance with such
         restrictions and conditions and the Securities Act.

                  (5) We understand that the offer and sale of the Notes have
         not been registered under the Securities Act, and that the Notes may
         not be offered or sold except as permitted in the following sentence.
         We agree, on our own behalf and on behalf of any accounts for which we
         are acting as hereinafter stated, that if we should sell any Notes
         prior to the expiration of the holding period applicable to sales of
         the Notes under Rule 144(k) of the Securities Act, we will do so only
         (A) to the Company or any subsidiary thereof, (B) to a "Qualified
         Institutional Buyer" (as defined in Rule 144A under the Se-


                                      C-1
<PAGE>   77

         curities Act) in compliance with Rule 144A under the Securities Act,
         (C) to an institutional "accredited investor" (as defined above) that,
         prior to such transfer, furnishes to you a signed letter substantially
         in the form of this letter and, an opinion of counsel acceptable to the
         Company that such transfer is in compliance with the Securities Act,
         (D) outside the United States in accordance with Rule 904 under the
         Securities Act, (E) pursuant to the exemption from registration
         provided by Rule 144 under the Securities Act (if available) or (F)
         pursuant to a registration statement which has been declared effective
         under the Securities Act (and continues to be effective at the time of
         such transfer), and we further agree to provide to any person
         purchasing any of the Notes from us a notice advising such purchaser
         that resales of the Notes are restricted as stated herein.

                  (6) We understand that, on any proposed resale of any Notes,
         we will be required to furnish to you and the Company such
         certifications, legal opinions and other information as you and the
         Company may reasonably require to confirm that the proposed sale
         complies with the foregoing restrictions. We further understand that
         the Notes purchased by us will be in certificated form and will bear a
         legend to the foregoing effect.

         Each of the Company, the Trustee and the initial purchasers of the
Notes are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.


                                         Very truly yours,


                                         By: _________________________________
                                             Name:
                                             Title:


                                      C-2
<PAGE>   78

                                                                       EXHIBIT D


               [Form of Certificate to Be Delivered by Transferor
             in Connection with Transfers Pursuant to Regulation S]


                                                                          [Date]


The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York  10286
Attention:  Corporate Trust Administration

                              Re: Lear Corporation

Ladies and Gentlemen:

         In connection with our proposed sale of E aggregate principal amount of
8 1/8% Senior Notes due 2008 (the "Notes") of Lear Corporation (the "Company"),
we confirm that such sale has been effected pursuant to and in accordance with
Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities
Act") and, accordingly, we represent that:

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

                  (2) at the time the buy order was originated, the transferee
         was outside the United States or we and any person acting on our behalf
         reasonably believed that the transferee was outside the United States;

                  (3) no directed selling efforts have been made by us in the
         United States in contravention of the requirements of Rule 903(b) or
         Rule 904(b) of Regulation S under the Securities Act, as applicable;
         and

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

         Each of the Company, the Trustee and the initial purchasers of the
Notes are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S under the Securities Act.


                                         Very truly yours,


                                         By:  _______________________________
                                              Name:
                                              Title:


                                      D-1
<PAGE>   79

                                                                       EXHIBIT E

                                    GUARANTEE


         For value received, each of the undersigned, jointly and severally,
hereby irrevocably and unconditionally guarantees, as a principal obligor and
not only as a surety, to each Holder of this Note and to the Trustee the cash
payments in Euros of principal of, premium, if any, and interest on this Note
(and including Additional Interest payable thereon) in the amounts and at the
times when due and interest on the overdue principal, premium, if any, and
interest, if any, of this Note, if lawful, and the payment or performance of all
other obligations of the Company under this Indenture (as defined below) or the
Notes, to the Holder of this Note and the Trustee, all in accordance with and
subject to the terms and limitations of this Note, Article X of this Indenture
and this Guarantee. This Guarantee will become effective in accordance with
Article X of this Indenture and its terms shall be evidenced therein. The
validity and enforceability of any Guarantee shall not be affected by the fact
that it is not affixed to any particular Note.

         Capitalized terms used but not defined herein shall have the meanings
ascribed to them in this Indenture dated as of March 20, 2001, among Lear
Corporation, a Delaware corporation, as issuer (the "Company"), each of the
Guarantors named therein and The Bank of New York as trustee (the "Trustee"), as
amended or supplemented (the "Indenture").

         The obligations of the undersigned to the Holders of Notes and to the
Trustee pursuant to this Guarantee and this Indenture are expressly set forth in
Article X of this Indenture and reference is hereby made to this Indenture for
the precise terms of the Guarantee and all of the other provisions of this
Indenture to which this Guarantee relates.

         THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW. The undersigned Guarantors hereby agree to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to this Guarantee.

         This Guarantee is subject to release upon the terms set forth in this
Indenture.


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<PAGE>   80

         IN WITNESS WHEREOF, each Guarantor has caused this Guarantee to be duly
executed.


Date:  March 20, 2001

                                         LEAR OPERATIONS CORPORATION,
                                                as a Guarantor


                                         By:  ________________________________
                                              Name:
                                              Title:


                                         LEAR CORPORATION AUTOMOTIVE HOLDINGS,
                                         as a Guarantor


                                         By:  ________________________________
                                              Name:
                                              Title:


                                         LEAR CORPORATION EEDS AND INTERIORS,
                                                as a Guarantor



                                         By:  ________________________________
                                              Name:
                                              Title:


                                         LEAR SEATING HOLDINGS CORP. #50,
                                                as a Guarantor



                                         By:  ________________________________
                                              Name:
                                              Title:


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