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                                                                     EXHIBIT 4.9











                          BRIGGS & STRATTON CORPORATION

                   THE GUARANTORS LISTED ON SCHEDULE I HERETO



                     8.875% SENIOR NOTES DUE MARCH 15, 2011
                      ------------------------------------

                                    INDENTURE

                            Dated as of May 14, 2001
                      ------------------------------------

                                 Bank One, N.A.

                                     Trustee
                      ------------------------------------


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                                TABLE OF CONTENTS


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                                                               ARTICLE 1.
                                               DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01.  Definitions...............................................................................1
         Section 1.02.  Other Definitions........................................................................20
         Section 1.03.  Incorporation by Reference of Trust Indenture Act........................................21
         Section 1.04.  Rules of Construction....................................................................21

                                                               ARTICLE 2.
                                                                THE NOTES

         Section 2.01.  Form and Dating..........................................................................22
         Section 2.02.  Execution and Authentication.............................................................23
         Section 2.03.  Registrar and Paying Agent...............................................................24
         Section 2.04.  Paying Agent to Hold Money in Trust......................................................24
         Section 2.05.  Holder Lists.............................................................................24
         Section 2.06.  Transfer and Exchange....................................................................24
         Section 2.07.  Replacement Notes........................................................................36
         Section 2.08.  Outstanding Notes........................................................................36
         Section 2.09.  Treasury Notes...........................................................................36
         Section 2.10.  Temporary Notes..........................................................................36
         Section 2.11.  Cancellation.............................................................................37
         Section 2.12.  Defaulted Interest.......................................................................37

                                                               ARTICLE 3.
                                                        REDEMPTION AND PREPAYMENT

         Section 3.01.  Notices to Trustee.......................................................................37
         Section 3.02.  Selection of Notes to Be Redeemed........................................................37
         Section 3.03.  Notice of Redemption.....................................................................38
         Section 3.04.  Effect of Notice of Redemption...........................................................39
         Section 3.05.  Deposit of Redemption Price..............................................................39
         Section 3.06.  Notes Redeemed in Part...................................................................39
         Section 3.07.  Optional Redemption......................................................................40
         Section 3.08.  Mandatory Redemption.....................................................................40
         Section 3.09.  Offer to Purchase by Application of Excess Proceeds......................................40

                                                               ARTICLE 4.
                                                               COVENANTS

         Section 4.01.  Payment of Notes.........................................................................42
         Section 4.02.  Maintenance of Office or Agency..........................................................42
         Section 4.03.  Reports..................................................................................43

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        <S>            <C>                                                                                       <C>

         Section 4.04.  Compliance Certificate...................................................................44
         Section 4.05.  Taxes....................................................................................44
         Section 4.06.  Stay, Extension and Usury Laws...........................................................44
         Section 4.07.  Restricted Payments......................................................................45
         Section 4.08.  Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries................47
         Section 4.09.  Incurrence of Indebtedness and Issuance of Preferred Stock...............................49
         Section 4.10.  Asset Sales..............................................................................51
         Section 4.11.  Transactions with Affiliates.............................................................53
         Section 4.12.  Liens....................................................................................54
         Section 4.13.  Payments for Consent.....................................................................55
         Section 4.14.  Corporate Existence......................................................................55
         Section 4.15.  Change of Control........................................................................56
         Section 4.16.  Restrictions on Indebtedness of Restricted Subsidiaries..................................57
         Section 4.17.  Sale and Leaseback Transactions..........................................................57
         Section 4.18.  Subsidiary Guarantees....................................................................58
         Section 4.19.  Limitation on Designation of Unrestricted Subsidiaries...................................58
         Section 4.20.  Notification that Company meets the Rating Condition.....................................60

                                                                ARTICLE 5.
                                                                SUCCESSORS

         Section 5.01.  Merger, Consolidation, or Sale of Assets.................................................60
         Section 5.02.  Successor Person Substituted.............................................................61

                                                               ARTICLE 6.
                                                          DEFAULTS AND REMEDIES

         Section 6.01.  Events of Default........................................................................61
         Section 6.02.  Acceleration.............................................................................63
         Section 6.03.  Other Remedies...........................................................................63
         Section 6.04.  Waiver of Past Defaults..................................................................63
         Section 6.05.  Control by Majority......................................................................64
         Section 6.06.  Limitation on Suits......................................................................64
         Section 6.07.  Rights of Holders of Notes to Receive Payment............................................64
         Section 6.08.  Collection Suit by Trustee...............................................................65
         Section 6.09.  Trustee May File Proofs of Claim.........................................................65
         Section 6.10.  Priorities...............................................................................65
         Section 6.11.  Undertaking for Costs....................................................................66

                                                               ARTICLE 7.
                                                                 TRUSTEE

         Section 7.01.  Duties of Trustee........................................................................66
         Section 7.02.  Rights of Trustee........................................................................67
         Section 7.03.  Individual Rights of Trustee.............................................................68
         Section 7.04.  Trustee's Disclaimer.....................................................................68
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         <S>           <C>                                                                                       <C>

         Section 7.05.  Notice of Defaults.......................................................................68
         Section 7.06.  Reports by Trustee to Holders of the Notes...............................................68
         Section 7.07.  Compensation and Indemnity...............................................................69
         Section 7.08.  Replacement of Trustee...................................................................70
         Section 7.09.  Successor Trustee by Merger, etc.........................................................71
         Section 7.10.  Eligibility; Disqualification............................................................71
         Section 7.11.  Preferential Collection of Claims Against Company........................................71

                                                               ARTICLE 8.
                                                LEGAL DEFEASANCE AND COVENANT DEFEASANCE

         Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance.................................71
         Section 8.02.  Legal Defeasance and Discharge...........................................................71
         Section 8.03.  Covenant Defeasance......................................................................72
         Section 8.04.  Conditions to Legal or Covenant Defeasance...............................................72
         Section 8.05.  Deposited Money and Government Securities to be Held in Trust; Other
                            Miscellaneous Provisions.............................................................73
         Section 8.06.  Repayment to Company.....................................................................74
         Section 8.07.  Reinstatement............................................................................74

                                                               ARTICLE 9.
                                                    AMENDMENT, SUPPLEMENT AND WAIVER

         Section 9.01.  Without Consent of Holders of Notes......................................................75
         Section 9.02.  With Consent of Holders of Notes.........................................................75
         Section 9.03.  Compliance with Trust Indenture Act......................................................77
         Section 9.04.  Revocation and Effect of Consents........................................................77
         Section 9.05.  Notation on or Exchange of Notes.........................................................77
         Section 9.06.  Trustee to Sign Amendments, etc..........................................................78

                                                               ARTICLE 10.
                                                          SUBSIDIARY GUARANTEES

         Section 10.01.  Guarantee...............................................................................78
         Section 10.02.  Limitation on Guarantor Liability.......................................................79
         Section 10.03.  Execution and Delivery of Subsidiary Guarantee..........................................79
         Section 10.04.  Guarantors May Consolidate, etc., on Certain Terms......................................80
         Section 10.05.  Releases Following Sale of Assets or Designation as an Unrestricted Guarantor...........81

                                                               ARTICLE 11.
                                                        SATISFACTION AND DISCHARGE

         Section 11.01.  Satisfaction and Discharge..............................................................81
         Section 11.02.  Application of Trust Money..............................................................82

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         <S>             <C>                                                                                    <C>
                                                               ARTICLE 12.
                                                              MISCELLANEOUS

         Section 12.01.  Trust Indenture Act Controls............................................................83
         Section 12.02.  Notices.................................................................................83
         Section 12.03.  Communication by Holders of Notes with Other Holders of Notes...........................84
         Section 12.04.  Certificate and Opinion as to Conditions Precedent......................................84
         Section 12.05.  Statements Required in Certificate or Opinion...........................................84
         Section 12.06.  Rules by Trustee and Agents.............................................................85
         Section 12.07.  No Personal Liability of Directors, Officers, Employees and Stockholders................85
         Section 12.08.  Governing Law...........................................................................85
         Section 12.09.  No Adverse Interpretation of Other Agreements...........................................85
         Section 12.10.  Successors..............................................................................85
         Section 12.11.  Severability............................................................................85
         Section 12.12.  Counterpart Originals...................................................................86
         Section 12.13.  Table of Contents, Headings, etc........................................................86

EXHIBITS AND SCHEDULES
         Exhibit A           FORM OF NOTE (Global Note and Definitive Note)
         Exhibit B           FORM OF CERTIFICATE OF TRANSFER
         Exhibit C           FORM OF CERTIFICATE OF EXCHANGE
         Exhibit D           FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR.
         Exhibit E           FORM OF SUBSIDIARY GUARANTEE
         Exhibit F           FORM OF SUPPLEMENTAL INDENTURE
         SCHEDULE I          SCHEDULE OF GUARANTORS.

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         INDENTURE dated as of May 14, 2001 by and among Briggs & Stratton
Corporation, a Wisconsin corporation (the "Company"), the Guarantors listed on
Schedule I hereto, as amended from time to time, and Bank One, N.A., as Trustee.

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 8.875% Senior Notes due March 15, 2011 (the "Senior Notes") and the 8.875%
Senior Exchange Notes due March 15, 2001 (the "Exchange Notes" and, together
with the Senior Notes, the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01.     Definitions.

         "Acquired Debt" means, with respect to any specified Person:

         (1)      Indebtedness of any other Person existing at the time such
                  other Person is merged with or into or became a Restricted
                  Subsidiary of such specified Person, whether or not such
                  Indebtedness is incurred in connection with, or in
                  contemplation of, such other Person merging with or into, or
                  becoming a Restricted Subsidiary of, such specified Person;
                  and

         (2)      Indebtedness secured by a Lien encumbering any asset acquired
                  by such specified Person.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that Beneficial Ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings.

         "Agent" means any Registrar or Paying Agent.

         "Agent Members" means members of, or Participants in, the Depository.

         "Applicable Procedures" means the applicable procedures of the
Depository.

         "Asset Sale" means:

         (1)      the sale, lease, conveyance or other disposition of any assets
                  or rights, other than sales of inventory in the ordinary
                  course of business consistent with past practices; provided
                  that the sale, conveyance or other disposition of all or
                  substantially all of the assets of the Company and its
                  Restricted Subsidiaries taken

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                  as a whole will be governed by Section 4.15 and Section 5.01
                  and not by Section 4.10; and

         (2)      the issuance of Equity Interests by any of the Company's
                  Restricted Subsidiaries or the sale of Equity Interests in any
                  of its Restricted Subsidiaries.

                  Notwithstanding the preceding, the following items will not be
deemed to be Asset Sales:

         (1)      any single transaction or series of related transactions that
                  involves assets having a fair market value of less than $5.0
                  million;

         (2)      a transfer of assets between or among the Company and its
                  Restricted Subsidiaries,

         (3)      an issuance of Equity Interests by a Restricted Subsidiary to
                  the Company or to another Restricted Subsidiary;

         (4)      the sale or lease of equipment, inventory, accounts receivable
                  or other assets in the ordinary course of business;

         (5)      the sale or other disposition of cash or Cash Equivalents; and

         (6)      a Restricted Payment or Permitted Investment that is permitted
                  by Section 4.07.

         "Attributable Debt" at any date, means the present value of all
remaining rental payments under leases with an initial term of more than one
year under which the Company or any of its Restricted Subsidiaries is liable as
a lessee, including any rental payments during any period for which the lease
may be extended at the election of the lessor, discounted on a semi-annual basis
at a per annum discount rate equal to the greater of:

         (1)      the weighted average Yield to Maturity of the Notes; and

         (2)      the interest rate inherent in such lease.

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

         "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.


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         "Board of Directors" means:

         (1)      with respect to a corporation, the board of directors (or duly
                  authorized committee thereof) of the corporation;

         (2)      with respect to a partnership, the board of directors or
                  similar governing body of the general partner of the
                  partnership; and

         (3)      with respect to any other Person, the board, or committee,
                  managers or trustees of such Person serving a similar
                  function.

         "Broker-Dealer" means any broker or dealer registered with the SEC
under the Exchange Act.

         "Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.

         "Capital Lease Obligation" means, at the time any determination is to
be made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

         "Capital Stock" means:

         (1)      in the case of a corporation, corporate stock;

         (2)      in the case of an association or business entity, any and all
                  shares, interests, participations, rights or other equivalents
                  (however designated) of corporate stock;

         (3)      in the case of a partnership or limited liability company,
                  partnership or membership interests (whether general or
                  limited); and

         (4)      any other interest or participation that confers on a Person
                  the right to receive a share of the profits and losses of, or
                  distributions of assets of, the issuing Person.

         "Cash Equivalents" means:

         (1)      United States dollars;

         (2)      securities issued or directly and fully guaranteed or insured
                  by the United States government or any agency or
                  instrumentality of the United States government (provided that
                  the full faith and credit of the United States is pledged in
                  support of those securities) having maturities of not more
                  than six months from the date of acquisition;

         (3)      any certificate of deposit (or time deposits represented by
                  such certificates of deposit) or bankers acceptance, maturing
                  not more than one year after such time,

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                  or overnight Federal Funds transactions that are issued or
                  sold by a commercial banking institution that is a member of
                  the Federal Reserve System and has a combined capital and
                  surplus and undivided profits of not less than $500 million;

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

         (5)      commercial paper having the highest rating obtainable from
                  Moody's or S&P and in each case maturing within six months
                  after the date of acquisition; and

         (6)      money market funds at least 95% of the assets of which
                  constitute Cash Equivalents of the kinds described in clauses
                  (1) through (5) above.

         "Change of Control" means the occurrence of any of the following:

         (1)      the direct or indirect sale, transfer, conveyance or other
                  disposition (other than by way of merger or consolidation), in
                  one or a series of related transactions, of all or
                  substantially all of the properties or assets of the Company
                  and its Restricted Subsidiaries taken as a whole to any
                  "person" (as that term is used in Section 13(d)(3) of the
                  Exchange Act);

         (2)      the adoption of a plan relating to the liquidation or
                  dissolution of the Company;

         (3)      the consummation of any transaction (including any merger or
                  consolidation) the result of which is that any "person" (as
                  defined above), becomes the Beneficial Owner, directly or
                  indirectly, of more than 50% of the Voting Stock of the
                  Company, measured by voting power rather than number of
                  shares;

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

         (5)      the Company consolidates with, or merges with or into, any
                  Person, or any Person consolidates with, or merges with or
                  into, the Company, in any such event pursuant to a transaction
                  in which any of the outstanding Voting Stock of the Company or
                  such other Person is converted into or exchanged for cash,
                  securities or other property, other than any such transaction
                  where the holders of Voting Stock of the Company outstanding
                  immediately prior to such transaction hold Voting Stock (other
                  than Disqualified Stock) of the Company or the surviving or
                  transferee Person (if not the Company) constituting a majority
                  of the outstanding shares of Voting Stock of the Company or
                  such surviving or transferee Person, as the case may be,
                  immediately after giving effect to such transaction.

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

                                       4

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         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.

         "Comparable Treasury Price" means:

         (1)      the average of five Reference Treasury Dealer Quotations for a
                  Redemption Date, after excluding the highest and lowest
                  Reference Treasury Dealer Quotations, or

         (2)      if the Independent Investment Banker obtains fewer than five
                  such Reference Treasury Dealer Quotations, the average of all
                  such quotations.

         "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus:

         (1)      an amount equal to any extraordinary loss plus any net loss
                  realized by such Person or any of its Restricted Subsidiaries
                  in connection with an Asset Sale, to the extent such losses
                  were deducted in computing such Consolidated Net Income; plus

         (2)      provision for taxes based on income or profits of such Person
                  and its Restricted Subsidiaries for such period, to the extent
                  that such provision for taxes was deducted in computing such
                  Consolidated Net Income; plus

         (3)      consolidated interest expense of such Person and its
                  Restricted Subsidiaries for such period, whether paid or
                  accrued and whether or not capitalized (including amortization
                  of debt issuance costs and original issue discount, non-cash
                  interest payments, the interest component of any deferred
                  payment obligations, the interest component of all payments
                  associated with Capital Lease Obligations, commissions,
                  discounts and other fees and charges incurred in respect of
                  letter of credit or bankers' acceptance financings, and net of
                  the effect of all payments made or received pursuant to
                  Hedging Obligations), to the extent that any such expense was
                  deducted in computing such Consolidated Net Income; plus

         (4)      depreciation, amortization (including amortization of goodwill
                  and other intangibles but excluding amortization of prepaid
                  cash expenses that were paid in a prior period) and other
                  non-cash expenses (excluding any such non-cash expense to the
                  extent that it represents an accrual of or reserve for cash
                  expenses in any future period or amortization of a prepaid
                  cash expense that was paid in a prior period) of such Person
                  and its Restricted Subsidiaries for such period to the extent
                  that such depreciation, amortization and other non-cash
                  expenses were deducted in computing such Consolidated Net
                  Income; minus

         (5)      non-cash items increasing such Consolidated Net Income for
                  such period, other than the accrual of revenue in the ordinary
                  course of business,

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in each case, on a consolidated basis and determined in accordance with GAAP.

         Notwithstanding the preceding paragraph, the provision for taxes based
on the income or profits of, and the depreciation and amortization and other
non-cash expenses of, a Restricted Subsidiary of the Company will be added to
Consolidated Net Income to compute Consolidated Cash Flow of the Company only to
the extent that a corresponding amount would be permitted at the date of
determination to be distributed to the Company by such Restricted Subsidiary by
way of dividend without prior governmental approval (that has not been
obtained), and without direct or indirect restriction pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Restricted
Subsidiary or its stockholders.

         "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:

         (1)      the Net Income (but not loss) of any Person that is not a
                  Restricted Subsidiary or that is accounted for by the equity
                  method of accounting will be included only to the extent of
                  the amount of dividends or distributions paid in cash to the
                  specified Person or a Restricted Subsidiary of the Person;

         (2)      the Net Income of any Restricted Subsidiary will be excluded
                  to the extent that the declaration or payment of dividends or
                  similar distributions by that Restricted Subsidiary of that
                  Net Income is not at the date of determination permitted
                  without any prior governmental approval (that has not been
                  obtained) or, directly or indirectly, by operation of the
                  terms of its charter or any agreement, instrument, judgment,
                  decree, order, statute, rule or governmental regulation
                  applicable to that Restricted Subsidiary or its stockholders;

         (3)      the Net Income of any Person acquired in a pooling of
                  interests transaction for any period prior to the date of such
                  acquisition will be excluded; and

         (4)      the cumulative effect of a change in accounting principles
                  will be excluded.

         "Consolidated Net Tangible Assets" at any date, means the total assets
of the Company and its Restricted Subsidiaries as shown on the Company's
consolidated balance sheet, determined in accordance with GAAP, as of the end of
its fiscal quarter ending not more than 135 days before such date, less:

         (1)      current liabilities (liabilities due within one year) as shown
                  on the balance sheet,

         (2)      applicable reserves,

         (3)      investments in and advances to Unrestricted Subsidiaries that
                  are consolidated on the balance sheet; and

         (4)      Intangible Assets and related liabilities.


                                       6

<PAGE>   12

         "Consolidated Net Worth" means, with respect to any specified Person as
of any date, the sum of:

         (1)      the consolidated equity of the common stockholders of such
                  Person and its Restricted Subsidiaries as of such date; plus

         (2)      the respective amounts reported on such Person's balance sheet
                  as of such date with respect to any series of preferred stock
                  (other than Disqualified Stock) that by its terms is not
                  entitled to the payment of dividends unless such dividends may
                  be declared and paid only out of net earnings in respect of
                  the year of such declaration and payment, but only to the
                  extent of any cash received by such Person upon issuance of
                  such preferred stock.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who:

         (1)      was a member of such Board of Directors on the date of this
                  Indenture; or

         (2)      was nominated for election or elected to such Board of
                  Directors with the approval of a majority of the Continuing
                  Directors who were members of such Board at the time of such
                  nomination or election.

         "Convertible Senior Notes" means the Company's 5.00% Convertible Senior
Notes due May 15, 2006.

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.02; provided, however, for the purpose of
presentation of Notes for payment, transfer or exchange and maintenance of the
registration books, such term shall mean the office at which the Trustee
conducts its corporate agency business, or such other address as to which the
Trustee may give notice to the Company.

         "Credit Agreement" means that certain Multicurrency Credit Agreement,
dated as of April 18, 1997, by and between the Company and Bank of America,
N.A., as successor to Bank of America National Trust and Savings Association, as
Agent, providing for up to $250 million of revolving credit borrowings,
including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, and in each case as amended,
modified, renewed, refunded, replaced or refinanced from time to time.

         "Credit Facilities" means one or more debt facilities (including the
Credit Agreement) or commercial paper facilities, in each case with banks or
other institutional lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from such lenders against such
receivables) or letters of credit, in each case, as amended, restated, modified,
renewed, refunded, replaced or refinanced in whole or in part from time to time.

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


                                       7

<PAGE>   13

         "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

         "Definitive Notes" means Notes that are in the form of the Notes
attached hereto as Exhibit A, that do not include the Global Note Legend or the
Schedule of Exchanges of Interests in the Global Note.

         "Depository" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 as the
Depository with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depository" shall mean or include such successor.

         "Direct Participant" means a participant which may deposit in the
Depository.

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.07.

         "Domestic Subsidiary" means any Subsidiary of the Company that was
formed under the laws of the United States or any state of the United States or
the District of Columbia.

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

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

         "Exchange Offer" means the offer that may be made by the Company
pursuant to the Registration Rights Agreement to issue and exchange the Exchange
Notes for the Notes.

         "Exchange Registration Statement" means the exchange registration
statement required pursuant to Section 2(a) of the Registration Rights
Agreement.

         "Existing Indebtedness" means up to $123.4 million in aggregate
principal amount of Indebtedness of the Company and its Restricted Subsidiaries
(other than Indebtedness under the Credit Agreement) in existence on the date of
this Indenture, until such amounts are repaid.

         "Fair Market Value" means, with respect to any asset, the price which
could be negotiated in an arm's length free market transaction, for cash,
between a willing seller and a

                                       8

<PAGE>   14



willing buyer, neither of which is under pressure or compulsion to complete the
transaction. Fair Market Value shall be determined by the Board of Directors of
the Company in good faith.

         "Fixed Charges" means, with respect to any specified Person for any
period, the sum, without duplication, of:

         (1)      the consolidated interest expense of such Person and its
                  Restricted Subsidiaries for such period, whether paid or
                  accrued, including amortization of debt issuance costs and
                  original issue discount, non-cash interest payments, the
                  interest component of any deferred payment obligations, the
                  interest component of all payments associated with Capital
                  Lease Obligations, commissions, discounts and other fees and
                  charges incurred in respect of letter of credit or bankers'
                  acceptance financings, and net of the effect of all payments
                  made or received pursuant to Hedging Obligations; plus

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

         (3)      any interest expense on Indebtedness of another Person that is
                  Guaranteed by such Person or one of its Restricted
                  Subsidiaries or secured by a Lien on assets of such Person or
                  one of its Restricted Subsidiaries, whether or not such
                  Guarantee or Lien is called upon; plus

         (4)      the product of (a) all dividends, whether paid or accrued and
                  whether or not in cash, on any series of preferred stock of
                  such Person or any of its Restricted Subsidiaries, other than
                  dividends on Equity Interests payable solely in Equity
                  Interests of the Company (other than Disqualified Stock) or to
                  the Company or a Restricted Subsidiary of the Company, times
                  (b) a fraction, the numerator of which is one and the
                  denominator of which is one minus the then current combined
                  federal, state and local statutory tax rate of such Person,
                  expressed as a decimal, in each case, on a consolidated basis
                  and in accordance with GAAP.

         "Fixed Charge Coverage Ratio" means with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
for such period to the Fixed Charges of such Person for such period. If the
specified Person or any of its Restricted Subsidiaries incurs, assumes,
Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary
working capital borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated and on or prior to the date on which the event for
which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable four-quarter reference
period.


                                       9

<PAGE>   15

         In addition, for purposes of calculating the Fixed Charge Coverage
Ratio:

         (1)      acquisitions that have been made by the specified Person or
                  any of its Restricted Subsidiaries, including through mergers
                  or consolidations and including any related financing
                  transactions, during the four-quarter reference period or
                  subsequent to such reference period and on or prior to the
                  Calculation Date will be given pro forma effect as if they had
                  occurred on the first day of the four-quarter reference period
                  and Consolidated Cash Flow for such reference period will be
                  calculated on a pro forma basis in accordance with Regulation
                  S-X under the Securities Act, but without giving effect to
                  clause (3) of the proviso set forth in the definition of
                  Consolidated Net Income;

         (2)      the Consolidated Cash Flow attributable to discontinued
                  operations, as determined in accordance with GAAP, and
                  operations or businesses disposed of prior to the Calculation
                  Date, will be excluded; and

         (3)      the Fixed Charges attributable to discontinued operations, as
                  determined in accordance with GAAP, and operations or
                  businesses disposed of prior to the Calculation Date, will be
                  excluded, but only to the extent that the obligations giving
                  rise to such Fixed Charges will not be obligations of the
                  specified Person or any of its Restricted Subsidiaries
                  following the Calculation Date.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date of this Indenture.

         "Global Notes" means the Rule 144A Global Notes.

         "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States is pledged.

         "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including by way of a pledge of assets or through
letters of credit or reimbursement agreements in respect thereof, of all or any
part of any Indebtedness.

         "Guarantors" means any Subsidiary of the Company that executes a
Subsidiary Guarantee in accordance with the provisions of this Indenture and
their respective successors and assigns.

         "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

         (1)      currency exchange or interest rate swap agreements, currency
                  exchange or interest rate cap agreements and currency exchange
                  or interest rate collar agreements; and


                                       10
<PAGE>   16


         (2)      other agreements or arrangements designed to protect such
                  Person against fluctuations in currency exchange or interest
                  rates.

         "Holder" means a holder of any of the Notes.

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

         (1)      in respect of borrowed money;

         (2)      evidenced by bonds, notes, debentures or similar instruments
                  or letters of credit (or reimbursement agreements in respect
                  thereof);

         (3)      in respect of banker's acceptances;

         (4)      representing Capital Lease Obligations;

         (5)      representing the balance deferred and unpaid of the purchase
                  price of any property, except any such balance that
                  constitutes an accrued expense or trade payable; or

         (6)      representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.

         The amount of any Indebtedness outstanding as of any date will be:

         (1)      the accreted value of the Indebtedness, in the case of any
                  Indebtedness issued with original issue discount; and

         (2)      the principal amount of the Indebtedness, together with any
                  interest on the Indebtedness that is more than 30 days past
                  due, in the case of any other Indebtedness.

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

         "Independent  Investment  Banker"  means  Goldman,  Sachs  & Co.  and
its successor or an independent investment banking institution of national
standing appointed by the Trustee after consultation with the Company.

         "Indirect Participant" means securities brokers and dealers, banks and
trust companies that clear or maintain a custodial relationship with a Direct
Participant, either directly or indirectly.


                                       11

<PAGE>   17

         "Institutional Accredited Investor" means an "accredited investor" as
defined in Rule501(A)(1), (2), (3) or (7) of Regulation D under the Securities
Act.

         "Intangible Assets" at any date, means, the value (net of any
applicable reserves), as shown on the most recent consolidated balance sheet of
the Company and its Restricted Subsidiaries as at the end of the Company's
fiscal quarter ending not more than 135 days prior to such date, prepared in
accordance with GAAP, of:

         (1)      all trade names, trademarks, licenses, patents, copyrights,
                  service marks, goodwill and other like intangibles,

         (2)      organizational and development costs,

         (3)      deferred charges (other than prepaid items, such as insurance,
                  taxes, interest, commissions, rents, pensions, compensation
                  and similar items and tangible assets being amortized), and

         (4)      unamortized debt discount and expense, less unamortized
                  premium.

         "Interest Payment Date" when used with respect to any Note, means the
Stated Maturity of an installment of interest on such Note.

         "Investment Grade" means:

         (1)      BBB- or above, in the case of S&P (or its equivalent under any
                  successor Rating Categories of S&P) and Baa3 or above, in the
                  case of Moody's (or its equivalent under any successor Rating
                  Categories of Moody's), in each case with at least a stable
                  outlook or

         (2)      The equivalent in respect of the Rating Categories of any
                  successor Rating Agencies substituted for S&P or Moody's.

         "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Restricted Subsidiary of the Company such
that, after giving effect to any such sale or disposition, such Person is no
longer a Subsidiary of the Company, the Company will be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Equity Interests of such Subsidiary not sold or disposed of in an
amount determined as provided in the final paragraph of Section 4.07. The
acquisition by the Company or any Restricted Subsidiary of the Company of a
Person that holds an Investment in a third Person will be deemed to be an
Investment by the Company or such Restricted Subsidiary in such third Person in
an amount equal to the fair market value of the



                                       12

<PAGE>   18


Investment held by the acquired Person in such third Person in an amount
determined as provided in the final paragraph of Section 4.07.

         "Letter of Transmittal" means the letter of transmittal delivered in
connection with the Exchange Offer.

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

         "Moody's" means Moody's Investor Service, Inc. and its successors.

         "Net Income" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

         (1)      any gain (but not loss), together with any related provision
                  for taxes on such gain (but not loss), realized in connection
                  with: (a) any Asset Sale; or (b) the disposition of any
                  securities by such Person or any of its Restricted
                  Subsidiaries or the extinguishment of any Indebtedness of such
                  Person or any of its Restricted Subsidiaries; and

         (2)      any extraordinary gain (but not loss), together with any
                  related provision for taxes on such extraordinary gain (but
                  not loss).

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including any cash received upon the sale or other disposition of any non-cash
consideration received in any Asset Sale), net of the direct costs relating to
such Asset Sale, including legal, accounting and investment banking fees, and
sales commissions, and any relocation expenses incurred as a result of the Asset
Sale, taxes paid or payable as a result of the Asset Sale, in each case, after
taking into account any available tax credits or deductions and any tax sharing
arrangements, and amounts required to be applied to the repayment of
Indebtedness, other than Senior Debt secured by a Lien on the asset or assets
that were the subject of such Asset Sale.

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness (and, in the case of the Notes,
Special Interest).

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary, any Assistant Secretary or any Vice-President of such Person.


                                       13

<PAGE>   19

         "Officer's Certificate" means a certificate signed on behalf of the
Company by the principal executive officer, the principal financial officer, the
treasurer or the principal accounting officer of the Company, that meets the
requirements set forth in Section 12.05.

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
12.05. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

         "Participant" means a Direct Participant and/or an Indirect
Participant.

         "Paying Agent" means any Person authorized by the Company to pay the
principal land premium, if any, or interest or Special Interest, if any, on the
Notes on behalf of the Company.

         "Permitted Business" means any business related to the existing
business of the Company or to the business of Generac Portable Products, Inc.
(including its Subsidiaries) or reasonable extensions of such businesses or
businesses related, ancillary or complementary to the business of the Company or
Generac Portable Products, Inc., each as determined in good faith by the Board
of Directors of the Company.

         "Permitted Investments" means:

         (1)      any Investment in the Company or in a Restricted Subsidiary of
                  the Company;

         (2)      any Investment in Cash Equivalents;

         (3)      any Investment by the Company or any Restricted Subsidiary of
                  the Company in a Person whose primary business is a Permitted
                  Business, if as a result of such Investment:

                  (a)      such Person becomes a Restricted Subsidiary of the
                           Company; or

                  (b)      such Person is merged or consolidated or amalgamated
                           with or into, or transfers or conveys substantially
                           all of its assets to, or is liquidated into, the
                           Company or a Restricted Subsidiary of the Company;

         (4)      any Investment made as a result of the receipt of non-cash
                  consideration from an Asset Sale that was made pursuant to and
                  in compliance with Section 4.10;

         (5)      any acquisition of assets solely in exchange for the issuance
                  of Equity Interests (other than Disqualified Stock) of the
                  Company;

         (6)      any Investments received in compromise of obligations of such
                  persons incurred in the ordinary course of trade creditors or
                  customers that were incurred in the ordinary course of
                  business, including pursuant to any plan of reorganization or
                  similar arrangement upon the bankruptcy or insolvency of any
                  trade creditor or customer;

         (7)      Hedging Obligations;


                                       14

<PAGE>   20

         (8)      any Investment in Permitted Joint Ventures having an aggregate
                  fair market value (measured on the date each such Investment
                  was made and without giving effect to subsequent changes in
                  value), when taken together with all other Investments made
                  pursuant to this clause (8) since the date of this Indenture,
                  not to exceed 10% of Consolidated Net Tangible Assets of the
                  Company; and

         (9)      other Investments in any Person having an aggregate fair
                  market value (measured on the date each such Investment was
                  made and without giving effect to subsequent changes in
                  value), when taken together with all other Investments made
                  pursuant to this clause (9) since the date of this Indenture,
                  not to exceed $25.0 million.

         "Permitted Joint Venture" means, with respect to any Person, any
corporation, partnership, limited liability company or other business entity of
which 50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the Restricted
Subsidiaries of that Person.

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund, other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

         (1)      the principal amount (or accreted value, if applicable) of
                  such Permitted Refinancing Indebtedness does not exceed the
                  principal amount (or accreted value, if applicable) of the
                  Indebtedness extended, refinanced, renewed, replaced, defeased
                  or refunded (plus all accrued interest on the Indebtedness and
                  the amount of all expenses and premiums incurred in connection
                  therewith);

         (2)      such Permitted Refinancing Indebtedness has a final maturity
                  date later than the final maturity date of, and has a Weighted
                  Average Life to Maturity equal to or greater than the Weighted
                  Average Life to Maturity of, the Indebtedness being extended,
                  refinanced, renewed, replaced, defeased or refunded;

         (3)      if the Indebtedness being extended, refinanced, renewed,
                  replaced, defeased or refunded is subordinated in right of
                  payment to the Notes, such Permitted Refinancing Indebtedness
                  has a final maturity date later than the final maturity date
                  of, and is subordinated in right of payment to, the Notes on
                  terms at least as favorable to the Holders of Notes as those
                  contained in the documentation governing the Indebtedness
                  being extended, refinanced, renewed, replaced, defeased or
                  refunded; and

         (4)      such Indebtedness is incurred either by the Company or by the
                  Restricted Subsidiary who is the obligor on the Indebtedness
                  being extended, refinanced, renewed, replaced, defeased or
                  refunded.


                                       15

<PAGE>   21

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

         "Principal Property" means any manufacturing plant located in the
United States of America which the Company or a Restricted Subsidiary owns and
operates, including all manufacturing equipment owned by the Company or a
Restricted Subsidiary in such manufacturing plant. "Manufacturing equipment"
means manufacturing equipment in such manufacturing plant directly used in the
production of the Company's products and parts and components thereof, and shall
not include office equipment, rolling stock and other equipment not directly
used in the production of the Company's products.

         "Private Placement Legend" means the legend required pursuant to
Section 2.06(g).

         "QIB" means a "Qualified Institutional Buyer" as defined in Rule 144A.

         "Rating Agencies" means:

         (1)      S&P and Moody's or

         (2)      If S&P or Moody's or both of them are not making ratings of
                  the Notes publicly available, a nationally recognized U.S.
                  rating agency or agencies, as the case may be, selected by the
                  Company, which will be substituted for S&P or Moody's or both,
                  as the case may be.

         "Rating Category" means:

         (1)      With respect to S&P, any of the following categories (any of
                  which may include a "+" or "-"): AAA, AA, A, BBB, BB, B, CCC,
                  CC, C and D (or equivalent successor categories);

         (2)      With respect to Moody's, any of the following categories: Aaa,
                  Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor
                  categories); and

         (3)      The equivalent of any such categories of S&P or Moody's used
                  by another Rating Agency, if applicable.

         "Rating Condition" means if the Notes are rated Investment Grade and no
Event of Default or Default shall have occurred and be continuing.

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

         "Reference Treasury Dealer" means any primary U.S. Government
securities dealer in the City of New York selected by the Independent Investment
Banker after consultation with us.

         "Reference Treasury Dealer Quotations" means with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Independent Investment

                                       16

<PAGE>   22



Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) quoted in writing to the
Independent Investment Banker at 5:00 p.m., New York City time, on the third
Business Day preceding that Redemption Date.

         "Registrar" means the Person appointed by the Company to keep the
register which shall be kept for the registration of Notes and of registrations
of transfers of Notes.

         "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement, dated as of May 9, 2001, by and among the Company, and the
other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time.

         "Responsible Officer" when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee assigned to
perform the duties of Trustee hereunder and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

         "Restricted Definitive Note" means all Definitive Notes required
pursuant to Section 2.06(g)(i) to bear any Private Placement Legend.

         "Restricted Global Note" means all Global Notes required pursuant to
Section 2.06(g)(i) to bear any Private Placement Legend.

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

         "Restricted Subsidiary" means each Subsidiary that is not an
Unrestricted Subsidiary.

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

         "Rule 144A Global Note" means a permanent global note that contains the
Global Note Legend and the Schedule of Exchanges of Interests in the Global Note
contained in the form of the Note attached hereto as Exhibit A, and that is
deposited with the Depository or the Trustee as custodian for the Depository and
registered in the name of the Depository (or its nominee), representing Notes.

         "S&P" means Standard & Poor's Ratings  Services,  a division of The
McGraw-Hill Companies, Inc., and its successors.

         "Sale and Leaseback Transaction" means any lease of any property which
has been or is to be sold or transferred by the Company or any Restricted
Subsidiary to the lessor.

         "SEC" means the Securities and Exchange Commission.

         "Secured Indebtedness" means Indebtedness which is secured by any
pledge of, or mortgage, security interest or other lien on any property (whether
owned on the date of this Indenture or thereafter acquired or created), shares
of stock owned by the Company or a Subsidiary in a Restricted Subsidiary or
indebtedness of a Restricted Subsidiary.


                                       17

<PAGE>   23

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

         "Senior Debt" means:

         (1)      all Indebtedness of the Company or any Guarantor outstanding
                  under Credit Facilities and all Hedging Obligations with
                  respect thereto;

         (2)      any other Indebtedness of the Company or any Guarantor
                  permitted to be incurred under the terms of this Indenture,
                  unless the instrument under which such Indebtedness is
                  incurred expressly provides that it is on a parity with or
                  subordinated in right of payment to the Notes or any
                  Subsidiary Guarantee; and

         (3)      all Obligations with respect to the items listed in the
                  preceding clauses (1) and (2).

                  Notwithstanding anything to the contrary in the preceding,
Senior Debt will not include:

         (1)      any liability for federal, state, local or other taxes owed or
                  owing by the Company;

         (2)      any intercompany Indebtedness of the Company or any of its
                  Subsidiaries to the Company or any of its Affiliates;

         (3)      any trade payables; or

         (4)      the portion of any Indebtedness that is incurred in violation
                  of this Indenture.

         "Shelf Registration Statement" means the shelf registration statement
required pursuant to Section 2(b) of the Registration Rights Agreement.

         "Significant Domestic Subsidiary" means any Significant Subsidiary
which is a Domestic Subsidiary.

         "Significant Subsidiary" means any Subsidiary of the Company that would
be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect
on the date hereof.

         "Special Interest" means all liquidated damages then owing pursuant to
Section 2(c) of the Registration Rights Agreement.

         "Stated Maturity" means with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original document
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.


                                       18

<PAGE>   24

         "Subsidiary" means, with respect to any specified Person:

         (1)      any corporation, association or other business entity of which
                  more than 50% of the total voting power of shares of Capital
                  Stock entitled (without regard to the occurrence of any
                  contingency) to vote in the election of directors, managers or
                  trustees of the corporation, association or other business
                  entity is at the time owned or controlled, directly or
                  indirectly, by that Person or one or more of the other
                  Subsidiaries of that Person (or a combination thereof); and

         (2)      any partnership (a) the sole general partner or the managing
                  general partner of which is such Person or a Subsidiary of
                  such Person or (b) the only general partners of which are that
                  Person or one or more Subsidiaries of that Person (or any
                  combination thereof).

         "Subsidiary Guarantee" means a Guarantee by a Significant Domestic
Subsidiary of the Company's Obligations under this Indenture and pursuant to the
Notes.

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

         "Treasury Rate" means with respect to any Redemption Date,

         (1)      the yield, under the heading which represents the average for
                  the immediately preceding week, appearing in the most recently
                  published statistical release designated "H.15(519)" or any
                  successor publication which is published weekly by the Board
                  of Governors of the Federal Reserve System and which
                  establishes yields on actively traded United States Treasury
                  securities adjusted to constant maturity under the caption
                  "Treasury Constant Maturities", for the maturity corresponding
                  to the Comparable Treasury Issue (if no maturity is within
                  three months before or after the Remaining Life, yields for
                  the two published maturities most closely corresponding to the
                  Comparable Treasury Issue will be determined and the Treasury
                  Rate will be interpolated or extrapolated from such yields on
                  a straight line basis, rounding to the nearest month); or

         (2)      if such release (or any successor release) is not published
                  during the week preceding the calculation date or does not
                  contain such yields, the rate per annum equal to the
                  semi-annual equivalent yield-to-maturity of the Comparable
                  Treasury Issue, calculated using a price for the Comparable
                  Treasury Issue (expressed as a percentage of its principal
                  amount) equal to the Comparable Treasury Price on such
                  Redemption Date. The Treasury Rate will be calculated on the
                  third Business Day preceding the Redemption Date.

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

         "Unrestricted Definitive Note" means all Definitive Notes not required
pursuant to Section 2.06(g)(i) to bear any Private Placement Legend.


                                       19

<PAGE>   25

         "Unrestricted Global Note" means all Global Notes not required pursuant
to Section 2.06(g)(i) to bear any Private Placement Legend.

         "Unrestricted Subsidiary" means a Subsidiary designated as an
Unrestricted Subsidiary from time to time by the Board of Directors of the
Company. However, the Company may not:

         (1)      designate as an Unrestricted Subsidiary any Subsidiary that
                  owns any Principal Property or stock of a Restricted
                  Subsidiary;

         (2)      continue the designation of any Subsidiary as an Unrestricted
                  Subsidiary at any time that the Subsidiary owns any Principal
                  Property; or

         (3)      transfer or otherwise dispose of, or permit any Restricted
                  Subsidiary to transfer or otherwise dispose of any Principal
                  Property to an Unrestricted Subsidiary unless the Unrestricted
                  Subsidiary is redesignated as a Restricted Subsidiary and any
                  Lien securing its Indebtedness does not extend to the
                  Principal Property unless it would otherwise be permitted
                  under this Indenture.

         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

         (1)      the sum of the products obtained by multiplying (a) the amount
                  of each then remaining installment, sinking fund, serial
                  maturity or other required payments of principal, including
                  payment at final maturity, in respect of the Indebtedness, by
                  (b) the number of years (calculated to the nearest
                  one-twelfth) that will elapse between such date and the making
                  of such payment; by

         (2)      the then outstanding principal amount of such Indebtedness.

         "Yield to Maturity" means the yield to maturity of the Notes calculated
at the time of the original issuance thereof and calculated in accordance with
generally accepted financial practice.

Section 1.02.     Other Definitions.

<TABLE>
<CAPTION>
                                                                                  Defined in
         Term                                                                      Section
         ----                                                                      -------
         <S>                                                                     <C>

         Affiliate Transaction.......................................................4.11
         Asset Sale Offer............................................................3.09
         Authentication Order........................................................2.02
         Change of Control Offer.....................................................4.15
         Change of Control Payment...................................................4.15
         Change of Control Payment Date..............................................4.15
         Covenant Defeasance.........................................................8.03
         Designation.................................................................4.19

</TABLE>


                                       20

<PAGE>   26

<TABLE>
         <S>                                                                       <C>

         Designation Amount..........................................................4.19
         DTC.........................................................................2.03
         Event of Default............................................................6.01
         Excess Proceeds.............................................................4.10
         Exchange Notes.............................................................Preamble
         Incur.......................................................................4.09
         Legal Defeasance............................................................8.02
         Notes......................................................................Preamble
         Offer Amount................................................................3.09
         Offer Period................................................................3.09
         Payment Default.............................................................6.01
         Permitted Indebtedness......................................................4.09
         Purchase Date...............................................................3.09
         Restricted Payment..........................................................4.07
         Revocation..................................................................4.19
         Senior Notes...............................................................Preamble

</TABLE>

Section 1.03.     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 of a Note;

         "indenture to be qualified" means this Indenture;

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

         "obligor" on the Notes and the Subsidiary Guarantees means the Company
and the Guarantors, respectively, and any successor obligor upon the Notes and
the Subsidiary Guarantees, respectively.

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

Section 1.04.     Rules of Construction.

         Unless the context otherwise requires:

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

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



                                       21

<PAGE>   27

         (c)  "or" is not exclusive;

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

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

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

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01.     Form and Dating.

         (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A attached hereto. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

         (b) Global Notes. Notes issued in global form shall be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges, redemptions and repurchases. Any endorsement of a Global Note
to reflect the amount of any increase or decrease in the aggregate principal
amount of outstanding Notes represented thereby shall be made by the Trustee or
the custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06.

         Except as set forth in Section 2.06, the Global Notes may be
transferred, in whole and not in part, only to another nominee of the Depository
or to a successor of the Depository or its nominee.


                                       22

<PAGE>   28


         (c)      Book-Entry Provisions.

         The Company shall execute and the Trustee shall, in accordance with
this Section 2.01(c), authenticate and deliver the Global Notes that (i) shall
be registered in the name of the Depository or the nominee of the Depository and
(ii) shall be delivered by the Trustee to the Depository or pursuant to the
Depository's instructions or held by the Trustee as custodian for the
Depository.

         Agent Members shall have no rights either under this Indenture with
respect to any Global Note held on their behalf by the Depository or by the
Trustee as custodian for the Depository or under such Global Note, and the
Depository may be treated by the Company, the Trustee and any Agent as the
absolute owner of such Global Note for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall prevent the Company, the Trustee or any
Agent from giving effect to any written certification, proxy or other
authorization furnished by the Depository or impair, as between the Depository
and its Agent Members, the operation of customary practices of such Depository
governing the exercise of the rights of an owner of a beneficial interest in any
Global Note.

         (d) Definitive Notes. Notes issued in certificated form shall be
substantially in the form of Exhibit A attached hereto (but without including
the Global Note Legend or the Schedule of Exchanges of Interests in the Global
Note).

Section 2.02.     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 a Note is authenticated, the Note shall nevertheless be valid.

         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 two
Officers (an "Authentication Order"), authenticate Senior Notes for original
issue up to the aggregate principal amount of $275,000,000. The Trustee shall,
upon an Authentication Order, authenticate Exchange Notes for original issue up
to the aggregate principal amount of Senior Notes exchanged in the Exchange
Offer or otherwise exchanged for Senior Notes pursuant to the Registration
Rights Agreement. The aggregate principal amount of Notes outstanding at any
time may not exceed $275,000,000 except as provided in Section 2.07.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. 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.


                                       23



<PAGE>   29

Section 2.03.     Registrar and Paying Agent.

         The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange and an office or agency
where Notes may be presented for payment. The Registrar shall keep a register of
the Notes and of their transfer and exchange. The Company may appoint one or
more co-registrars and one or more additional paying agents. The term
"Registrar" includes any co-registrar and the term "Paying Agent" includes any
additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall notify the Trustee in writing of
the name and address of any Agent 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 of its Subsidiaries may act as
Paying Agent or Registrar.

         The Company initially appoints The Depository Trust Company ("DTC") to
act as Depository with respect to the Global Notes.

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as custodian with respect to the Global Notes.

Section 2.04.     Paying Agent to Hold Money in Trust.

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

Section 2.05.     Holder Lists.

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

Section 2.06.     Transfer and Exchange.

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depository to a nominee of the Depository,
by a nominee of the

                                       24



<PAGE>   30


Depository to the Depository or to another nominee of the Depository, or by the
Depository or any such nominee to a successor Depository or a nominee of such
successor Depository. All Global Notes will be exchanged by the Company for
Definitive Notes if (i) the Company delivers to the Trustee notice from the
Depository that it is unwilling or unable to continue to act as Depository or
that it is no longer a clearing agency registered under the Exchange Act and, in
either case, a successor Depository is not appointed by the Company within 120
days after the date of such notice from the Depository, (ii) the Company in its
sole discretion determines that the Global Notes (in whole but not in part)
should be exchanged for Definitive Notes and delivers a written notice to such
effect to the Trustee or (iii) there has occurred and is continuing for a period
of 120 days a Default or Event of Default with respect to the Notes. Upon the
occurrence of either of the preceding events in (i) or (ii) above, Definitive
Notes shall be issued in such names as the Depository shall instruct the
Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as
provided in Sections 2.07 and 2.10. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 2.06, Section 2.07 or Section or 2.10, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for another Note other than as provided in this Section 2.06(a),
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b), (c) or (f).

         (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depository, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

                  (i) Transfer of Beneficial Interests in the Same Global Note.
         Beneficial interests in any Restricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in the same Restricted Global Note in accordance with the
         transfer restrictions set forth in the Private Placement Legend.
         Beneficial interests in any Unrestricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in an Unrestricted Global Note. No written orders or
         instructions shall be required to be delivered to the Registrar to
         effect the transfers described in this Section 2.06(b)(i).

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
         in Global Notes. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(b)(i), the
         transferor of such beneficial interest must deliver to the Registrar
         either (A)(1) a written order from a Participant or an Indirect
         Participant given to the Depository in accordance with the Applicable
         Procedures directing the Depository to credit or cause to be credited a
         beneficial interest in another Global Note in an amount equal to the
         beneficial interest to be transferred or exchanged and (2) instructions
         given in accordance with the Applicable Procedures containing
         information regarding the Participant account to be credited with such
         increase or (B)(1) a written order from a Participant or an Indirect
         Participant given to the Depository in accordance with the Applicable
         Procedures directing the Depository to cause to be issued a Definitive
         Note in


                                       25



<PAGE>   31


         an amount equal to the beneficial interest to be transferred or
         exchanged and (2) instructions given by the Depository to the Registrar
         containing information regarding the Person in whose name such
         Definitive Note shall be registered to effect the transfer or exchange
         referred to in (1) above. Upon consummation of an Exchange Offer by the
         Company in accordance with Section 2.06(f), the requirements of this
         Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt
         by the Registrar of the instructions contained in the Letter of
         Transmittal delivered by the Holder of such beneficial interests in the
         Restricted Global Notes. Upon satisfaction of all of the requirements
         for transfer or exchange of beneficial interests in Global Notes
         contained in this Indenture and the Notes or otherwise applicable under
         the Securities Act, the Trustee shall adjust the principal amount of
         the relevant Global Note(s) pursuant to Section 2.06(h).

                  (iii) Transfer of Beneficial Interests to Another Restricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         transferred to a Person who takes delivery thereof in the form of a
         beneficial interest in another Restricted Global Note if the transfer
         complies with the requirements of Section 2.06(b)(ii) and the
         transferor delivers to the Registrar a certificate in the form of
         Exhibit B hereto, including the certifications in item (1) thereof.

                  (iv) Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in the Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.06(b)(ii) and:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, certifies in the applicable Letter of
                  Transmittal that it is not (1) a Broker-Dealer, (2) a Person
                  participating in the distribution of the Exchange Notes or (3)
                  a Person who is an affiliate (as defined in Rule 144 under the
                  Securities Act) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;.

                           (C) such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                   (1) if the holder of such beneficial interest
                           in a Restricted Global Note proposes to exchange such
                           beneficial interest for a beneficial interest in an
                           Unrestricted Global Note, a certificate from such
                           holder in

                                       26

<PAGE>   32


                           the form of Exhibit C attached hereto, including the
                           certifications in item (1)(a) thereof; or

                                   (2) if the holder of such beneficial interest
                           in a Restricted Global Note proposes to transfer such
                           beneficial interest to a Person who shall take
                           delivery thereof in the form of a beneficial interest
                           in an Unrestricted Global Note, a certificate from
                           such holder in the form of Exhibit B attached hereto,
                           including the certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

         If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D)
above.

         Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

         (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

                  (i) Beneficial Interests in Restricted Global Notes to
         Restricted Definitive Notes. If any holder of a beneficial interest in
         a Restricted Global Note proposes to exchange such beneficial interest
         for a Restricted Definitive Note or to transfer such beneficial
         interest to a Person who takes delivery thereof in the form of a
         Restricted Definitive Note, then, upon receipt by the Registrar of the
         following documentation:

                           (A) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a Restricted Definitive Note, a certificate from
                  such holder in the form of Exhibit C attached hereto,
                  including the a certifications in item (2)(a) thereof;

                           (B) if such beneficial interest is being transferred
                  to a QIB in accordance with Rule 144A, a certificate to the
                  effect set forth in Exhibit B attached hereto, including the
                  certifications in item (1) thereof;

                           (C) if such beneficial interest is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(a)
                  thereof;


                                       27

<PAGE>   33

                           (D) if such beneficial interest is being transferred
                  to an Institutional Accredited Investor in reliance on an
                  exemption from the registration requirements of the Securities
                  Act other than those listed in subparagraphs (B) through (C)
                  above, a certificate to the effect set forth in Exhibit B
                  attached hereto, including the certifications, certificates
                  and Opinion of Counsel required by item (3) thereof, if
                  applicable; or

                           (E) if such beneficial interest is being transferred
                  to the Company or any of its Subsidiaries, a certificate to
                  the effect set forth in Exhibit B attached hereto, including
                  the certifications in item (3)(b) thereof,

         the Trustee shall cause the aggregate principal amount of the
         applicable Global Note to be reduced accordingly pursuant to Section
         2.06(h), and the Company shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Note in the appropriate principal amount. Any Definitive
         Note issued in exchange for a beneficial interest in a Restricted
         Global Note pursuant to this Section 2.06(c) shall be registered in
         such name or names and in such authorized denomination or denominations
         as the holder of such beneficial interest shall instruct the Registrar
         through instructions from the Depository and the Participant or
         Indirect Participant. The Trustee shall deliver such Definitive Notes
         to the Persons in whose names such Notes are so registered. Any
         Definitive Note issued in exchange for a beneficial interest in a
         Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear
         the Private Placement Legend and shall be subject to all restrictions
         on transfer contained therein.

                  (ii) Beneficial Interests in Restricted Global Notes to
         Unrestricted Definitive Notes. A holder of a beneficial interest in a
         Restricted Global Note may exchange such beneficial interest for an
         Unrestricted Definitive Note or may transfer such beneficial interest
         to a Person who takes delivery thereof in the form of an Unrestricted
         Definitive Note only if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of such beneficial interest, in the
                  case of an exchange, or the transferee, in the case of a
                  transfer, certifies in the applicable Letter of Transmittal
                  that it is not (1) a Broker-Dealer, (2) a Person participating
                  in the distribution of the Exchange Notes or (3) a Person who
                  is an affiliate (as defined in Rule 144 under the Securities
                  Act) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                                       28

<PAGE>   34



                           (D) the Registrar receives the following:

                                   (1) if the holder of such beneficial interest
                           in a Restricted Global Note proposes to exchange such
                           beneficial interest for a Definitive Note that does
                           not bear the Private Placement Legend, a certificate
                           from such holder in the form of Exhibit C attached
                           hereto, including the certifications in item (1)(b)
                           thereof; or

                                   (2) if the holder of such beneficial interest
                           in a Restricted Global Note proposes to transfer such
                           beneficial interest to a Person who shall take
                           delivery thereof in the form of a Definitive Note
                           that does not bear the Private Placement Legend, a
                           certificate from such holder in the form of Exhibit B
                           attached hereto, including the certifications in item
                           (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  (iii) Beneficial Interests in Unrestricted Global Notes to
         Unrestricted Definitive Notes. If any holder of a beneficial interest
         in an Unrestricted Global Note proposes to exchange such beneficial
         interest for a Definitive Note or to transfer such beneficial interest
         to a Person who takes delivery thereof in the form of a Definitive
         Note, then, upon satisfaction of the conditions set forth in Section
         2.06(b)(ii), the Trustee shall cause the aggregate principal amount of
         the applicable Global Note to be reduced accordingly pursuant to
         Section 2.06(h), and the Company shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Note in the appropriate principal amount. Any Definitive
         Note issued in exchange for a beneficial interest pursuant to this
         Section 2.06(c)(iii) shall be registered in such name or names and in
         such authorized denomination or denominations as the holder of such
         beneficial interest shall instruct the Registrar through instructions
         from the Depository and the Participant or Indirect Participant. The
         Trustee shall deliver such Definitive Notes to the Persons in whose
         names such Notes are so registered. Any Definitive Note issued in
         exchange for a beneficial interest pursuant to this Section
         2.06(c)(iii) shall not bear the Private Placement Legend.

        (d)  Transfer and Exchange of Definitive Notes for Beneficial Interests.

                  (i) Restricted Definitive Notes to Beneficial Interests in
         Restricted Global Notes. If any Holder of a Restricted Definitive Note
         proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note or to transfer such Restricted Definitive Notes
         to a Person who takes delivery thereof in the form of a beneficial
         interest in a Restricted Global Note, then, upon receipt by the
         Registrar of the following documentation:


                                       29

<PAGE>   35

                           (A) if the Holder of such Restricted Definitive Note
                  proposes to exchange such Note for a beneficial interest in a
                  Restricted Global Note, a certificate from such Holder in the
                  form of Exhibit C attached hereto, including the
                  certifications in item (2)(b) thereof;

                           (B) if such Restricted Definitive Note is being
                  transferred to a QIB in accordance with Rule 144A, a
                  certificate to the effect set forth in Exhibit B attached
                  hereto, including the certifications in item (1) thereof;

                           (C) if such Restricted Definitive Note is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B attached hereto, including the
                  certifications in item (3)(a) thereof;

                           (D) if such Restricted Definitive Note is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (C) above, a certificate to the effect set forth
                  in Exhibit B attached hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

                           (E) if such Restricted Definitive Note is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B attached
                  hereto, including the certifications in item (3)(b) thereof;
                  or

                           (F) if such Restricted Definitive Note is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B attached hereto, including the
                  certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of the appropriate Restricted Global
Note.

                  (ii) Restricted Definitive Notes to Beneficial Interests in
         Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
         exchange such Note for a beneficial interest in an Unrestricted Global
         Note or transfer such Restricted Definitive Note to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note only if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  Broker-Dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144 under the Securities Act) of the Company;

                                       30

<PAGE>   36


                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Registration Statement in accordance
                  with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                   (1) if the Holder of such Definitive Notes
                           proposes to exchange such Notes for a beneficial
                           interest in the Unrestricted Global Note, a
                           certificate from such Holder in the form of Exhibit C
                           attached hereto, including the certifications in item
                           (1)(c) thereof; or

                                   (2) if the Holder of such Definitive Notes
                           proposes to transfer such Notes to a Person who shall
                           take delivery thereof in the form of a beneficial
                           interest in the Unrestricted Global Note, a
                           certificate from such Holder in the form of Exhibit B
                           attached hereto, including the certifications in item
                           (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

         Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase
or cause to be increased the aggregate principal amount of the Unrestricted
Global Note.

                  (iii) Unrestricted Definitive Notes to Beneficial Interests in
         Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
         may exchange such Note for a beneficial interest in an Unrestricted
         Global Note or transfer such Definitive Notes to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note at any time. Upon receipt of a request for
         such an exchange or transfer, the Trustee shall cancel the applicable
         Unrestricted Definitive Note and increase or cause to be increased the
         aggregate principal amount of one of the Unrestricted Global Notes.

                  If any such exchange or transfer from a Definitive Note to a
         beneficial interest is effected pursuant to subparagraphs (ii)(B),
         (ii)(D) or (iii) above at a time when an Unrestricted Global Note has
         not yet been issued, the Company shall issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02, the Trustee shall
         authenticate one or more Unrestricted Global Notes in an aggregate
         principal amount equal to the principal amount of Definitive Notes so
         transferred.

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section

                                       31

<PAGE>   37



2.06(e), the Registrar shall register the transfer or exchange of Definitive
Notes. Prior to such registration of transfer or exchange, the requesting Holder
shall present or surrender to the Registrar the Definitive Notes duly endorsed
or accompanied by a written instruction of transfer in form satisfactory to the
Registrar duly executed by such Holder or by its attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.06(e).

                  (i) Restricted Definitive Notes to Restricted Definitive
         Notes. Any Restricted Definitive Note may be transferred to and
         registered in the name of Persons who take delivery thereof in the form
         of a Restricted Definitive Note if the Registrar receives the
         following:

                           (A) if the transfer will be made pursuant to Rule
                  144A, then the transferor must deliver a certificate in the
                  form of Exhibit B attached hereto, including the
                  certifications in item (1) thereof;

                           (B) if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of Exhibit B attached hereto, including the
                  certifications, certificates and Opinion of Counsel required
                  by item (3) thereof, if applicable.

                  (ii) Restricted Definitive Notes to Unrestricted Definitive
         Notes. Any Restricted Definitive Note may be exchanged by the Holder
         thereof for an Unrestricted Definitive Note or transferred to a Person
         or Persons who take delivery thereof in the form of an Unrestricted
         Definitive Note if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  Broker-Dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                           (B) any such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C) any such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                   (1) if the Holder of such Restricted
                           Definitive Notes proposes to exchange such Notes for
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit C attached hereto,
                           including the certifications in item (1)(d) thereof;
                           or


                                       32

<PAGE>   38

                                   (2) if the Holder of such Restricted
                           Definitive Notes proposes to transfer such Notes to a
                           Person who shall take delivery thereof in the form of
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit B attached hereto,
                           including the certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests, an Opinion of Counsel in form
                  reasonably acceptable to the Company to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  (iii) Unrestricted Definitive Notes to Unrestricted Definitive
         Notes. A Holder of Unrestricted Definitive Notes may transfer such
         Notes to a Person who takes delivery thereof in the form of an
         Unrestricted Definitive Note. Upon receipt of a request to register
         such a transfer, the Registrar shall register the Unrestricted
         Definitive Notes pursuant to the instructions from the Holder thereof.

         (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
Broker-Dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

         (g) Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                  (i) Private Placement Legend.

                           (A) Except as permitted by subparagraph (B) below,
                  each Global Note and each Definitive Note (and all Notes
                  issued in exchange therefor or substitution thereof) shall
                  bear the legend in substantially the following form:

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE

                                       33

<PAGE>   39


INITIAL INVESTOR (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2)
IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND (B) BY SUBSEQUENT INVESTORS,
AS SET FORTH IN (A) ABOVE, AND IN ADDITION, TO AN INSTITUTIONAL ACCREDITED
INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS
OF THE STATES OF THE UNITED STATES."

                           (B) Notwithstanding the foregoing, any Global Note or
                  Definitive Note issued pursuant to subparagraphs (b)(iv),
                  (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
                  to this Section 2.06 (and all Notes issued in exchange
                  therefor or substitution thereof) shall not bear the Private
                  Placement Legend.

                  (ii) Global Note Legend. Each Global Note shall bear a legend
         in substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OR 9.05 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF BRIGGS & STRATTON
CORPORATION."

         (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11. At any
time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes,
the principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depository at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such


                                       34

<PAGE>   40


Global Note by the Trustee or by the Depository at the direction of the Trustee
to reflect such increase.

         (i) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
         Company shall execute and the Trustee shall authenticate Global Notes
         and Definitive Notes upon the Company's order or at the Registrar's
         request.

                  (ii) No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, 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 similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15
         and 9.05).

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

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

                  (v) The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under Section 3.02 and ending at the
         close of business on the day of selection, (B) to register the transfer
         of or to exchange any Note so selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part
         or (C) to register the transfer of or to exchange a Note between a
         record date and the next succeeding Interest Payment Date.

                  (vi) Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes, and
         none of the Trustee, any Agent or the Company shall be affected by
         notice to the contrary.

                  (vii) The Trustee shall authenticate Global Notes and
         Definitive Notes in accordance with the provisions of Section 2.02.

                  (viii) All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.06 to effect a registration of transfer or exchange may be
         submitted by facsimile.


                                       35
<PAGE>   41

Section 2.07. Replacement Notes.

         If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

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

Section 2.08. Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note.

         If a Note is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be
outstanding upon surrender of such Note and replacement thereof pursuant to
Section 2.07.

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

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a Redemption Date, any date of repurchase
pursuant to Section 4.15 or maturity date, money sufficient to pay Notes payable
on that date, then on and after that date such Notes shall be deemed to be no
longer outstanding and shall cease to accrue interest.

Section 2.09. 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 by any Affiliate of the Company, shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that the Trustee knows are so owned shall be so disregarded.

Section 2.10. Temporary Notes.

         Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes.


                                       36
<PAGE>   42

Temporary Notes shall be substantially in the form of certificated Notes but may
have variations that the Company considers appropriate for temporary Notes and
as shall be reasonably acceptable to the Trustee. 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 2.11. 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 or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. 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 2.12. Defaulted Interest.

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01. The Company shall notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each Note and the date of
the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01. Notices to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07, it shall furnish to the Trustee, at least
15 days (unless a shorter notice period shall be satisfactory to the Trustee)
but not more than 60 days before a Redemption Date, an Officer's Certificate
setting forth (i) the Redemption Date, (ii) the principal amount of Notes to be
redeemed and (iii) the redemption price.

Section 3.02. Selection of Notes to Be Redeemed.

         If less than all of the Notes are to be redeemed at any time, the
Trustee will select Notes for redemption as follows:

                                       37
<PAGE>   43

         (a) if the Notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities exchange
on which the Notes are listed; or

         (b) if the Notes are not listed on any national securities exchange, on
a pro rata basis by lot or such method as the Trustee shall deem fair and
appropriate. In the event of partial redemption by lot, the particular Notes to
be redeemed shall be selected, unless otherwise provided herein, not less than
30 nor more than 60 days prior to the Redemption Date by the Trustee from the
outstanding Notes not previously called for redemption.

         The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

         No Notes of $1,000 or less, if any, can be redeemed in part.

Section 3.03. Notice of Redemption.

         Notices of redemption shall be given in accordance with Section 14.02
at least 30 but not more than 60 days before the Redemption Date, except that
redemption notices may be given more than 60 days prior to a Redemption Date if
the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of this Indenture.

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

         (a) the Redemption Date;

         (b) the redemption price and the amount of accrued interest and Special
Interest, if any, to the Redemption Date;

         (c) if less than all outstanding Notes are to be redeemed, the
aggregate principal amount of Notes which will be outstanding after such partial
redemption;

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

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

         (f) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price, the amount of accrued interest and
Special Interest, if any;



                                       38
<PAGE>   44

         (g) that, unless the Company defaults in making such redemption
payment, interest, and Special Interest, if any, on Notes called for redemption
ceases to accrue on and after the Redemption Date;

         (h) the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and

         (i) that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Notes.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
Redemption Date, an Officer's Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

Section 3.04. Effect of Notice of Redemption.

         Notes called for redemption become due on the Redemption Date. Subject
to Section 3.05, on and after the Redemption Date, interest and Special
Interest, if any, cease to accrue on Notes or portions of them called for
redemption. Notices of redemption may not be conditional.

Section 3.05. Deposit of Redemption Price.

         One Business Day prior to the Redemption Date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest and Special Interest, if any, on all
Notes to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest and Special Interest, if any, on, all
Notes to be redeemed.

         If the Company complies with the provisions of the preceding paragraph,
on and after the Redemption Date, interest and Special Interest, if any, shall
cease to accrue on the Notes or the portions of Notes called for redemption. If
a Note is redeemed on or after an interest record date but on or prior to the
related Interest Payment Date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption shall not be so
paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, interest shall be paid on the unpaid
principal, from the Redemption Date until such principal is paid, and to the
extent lawful on any interest not paid on such unpaid principal, in each case at
the rate provided in the Notes and in Section 4.01.

Section 3.06. Notes Redeemed in Part.

         If any Note is to be redeemed in part only, the notice of redemption
that relates to that Note will state the portion of the principal amount of that
Note that is to be redeemed. A new

                                       39
<PAGE>   45

Note in principal amount equal to the unredeemed portion of the original Note
will be issued in the name of the Holder of that Note upon cancellation of the
Note redeemed in part.

Section 3.07. Optional Redemption.

         The Notes may be redeemed in whole at any time or in part from time to
time, at the option of the Company, at a redemption price equal to the greater
of:

         (1)      100% of the principal amount of the Notes to be redeemed, and

         (2)      the sum of the present values of the remaining scheduled
                  payments of principal and interest on the Notes to be redeemed
                  (exclusive of interest accrued to the Redemption Date)
                  discounted to the Redemption Date on a semi-annual basis
                  (assuming a 360-year consisting of twelve 30-day months) at
                  the applicable Treasury Rate plus 50 basis points, plus
                  accrued and unpaid interest on the principal amount being
                  redeemed to the Redemption Date.

         Except pursuant to the preceding paragraph, the Notes will not be
redeemable at the Company's option prior to maturity.

         Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Section 3.01 through 3.06.

Section 3.08. Mandatory Redemption.

         Except as set forth under Sections 4.10 and 4.15, the Company is not
required to make mandatory redemption or sinking fund payments with respect to
the Notes.

Section 3.09. Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.10, the Company shall be
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it shall follow the procedures specified below.

         The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 (the "Offer Amount") or, if less than the
Offer Amount has been tendered all Notes tendered in response to the Asset Sale
Offer. Payment for any Notes so purchased shall be made in the same manner as
interest payments are made.

         If the Purchase Date is on or after an interest record date and on or
before the related Interest Payment Date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

                                       40
<PAGE>   46

         Upon the commencement of an Asset Sale Offer, the Company shall send,
by first class mail, a notice to the Trustee and each of the Holders, with a
copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

         (a) that the Asset Sale Offer is being made pursuant to this Section
3.09 and Section 4.10 and the length of time the Asset Sale Offer shall remain
open;

         (b) the Offer Amount, the purchase price, the amount of accrued and
unpaid interest and Special Interest, if any, as of the Purchase Date and the
Purchase Date;

         (c) that any Note not tendered or accepted for payment shall continue
to accrete or accrue interest and Special Interest, if any;

         (d) that, unless the Company defaults in making such payment, any Note
accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or
accrue interest and Special Interest, if any, after the Purchase Date;

         (e) that Holders electing to have a Note purchased pursuant to an Asset
Sale Offer may only elect to have all of such Notes purchased and may not elect
to have only a portion of such Note purchased;

         (f) that Holders electing to have a Note purchased pursuant to any
Asset Sale Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, or
transfer by book-entry transfer, to the Company, a depositary, if appointed by
the Company, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date;

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

         (h) that, if the aggregate principal amount of Notes surrendered by
Holders exceeds the Offer Amount, the Company shall select the Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased); and

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

         On the Purchase Date for any Asset Sale Offer, the Company shall (i)
accept for payment the maximum principal amount of Notes tendered pursuant to
such Asset Sale Offer than can be purchased out of Excess Proceeds from such
Asset Sales, (ii) deposit with the Paying Agent the aggregate purchase price of
all Notes accepted for payment and any accrued and unpaid interest


                                       41
<PAGE>   47

and Special Interest, if any, on such Notes as of the Purchase Date, and (iii)
deliver or cause to be delivered to the Trustee all Notes tendered pursuant to
the Asset Sale Offer. If less than all Notes tendered pursuant to any Asset Sale
Offer are accepted for payment by the Company for any reason, selection of the
Notes to be purchased by the Trustee shall be in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not so listed, by lot or by such method as
the Trustee shall deem fair and appropriate; provided that Notes accepted for
payment in part shall only be purchased in integral multiples of $1,000. The
Paying Agent shall promptly mail to each Holder of Notes accepted for payment an
amount equal to the purchase price for such Notes plus any accrued and unpaid
interest and Special Interest thereon, if any, and the Trustee shall promptly
authenticate and mail to such Holder of Notes accepted for payment in part a new
Note equal in principal amount to any unpurchased portion of the Notes, and any
Note not accepted for payment in whole or in part shall be promptly returned to
the Holder of such Note. On and after a Purchase Date, interest and Special
Interest, if any, shall cease to accrue on the Notes accepted for payment. The
Company shall announce the results of the Offer to Holders of the Notes on or as
soon as practicable after the Purchase Date.

         Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06.

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01. Payment of Notes.

         The Company shall pay or cause to be paid the principal of, premium, if
any, and interest and Special Interest, if any, on the Notes on the dates and in
the manner provided in the Notes. Principal, premium, if any, and interest and
Special Interest, if any, shall be considered paid on the date due if the Paying
Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest and Special Interest, if any, then due. The Company shall
pay all Special Interest, if any, in the same manner on the dates and in the
amounts set forth in the Registration Rights Agreement.

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

Section 4.02. Maintenance of Office or Agency.

         The Company shall maintain in the Borough of Manhattan, The City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange or for


                                       42
<PAGE>   48

presentation for payment or for redemption or repurchase and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the 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 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 the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03.

Section 4.03. Reports.

         Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company shall furnish to the Holders of
Notes, within the time periods specified in the SEC's rules and regulations:

         (a) all quarterly and annual financial information that would be
required to be contained in a filing with the SEC on Forms 10-Q and 10-K
(including all exhibits) if the Company were required to file such Forms,
including a "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and, with respect to the annual information only, a
report on the annual financial statements by the Company's certified independent
accountants; and

         (b) all current reports that would be required to be filed with the SEC
on Form 8-K if the Company were required to file such reports.

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

         In addition, whether or not required by the rules and regulations of
the SEC, the Company shall file a copy of all of the information and reports
referred to in clauses (a) and (b) above with the SEC for public availability
within the time periods specified in the SEC's rules and regulations (unless the
SEC will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. In addition, the
Company


                                       43
<PAGE>   49

and the Guarantors have agreed that, for so long as any Notes remain
outstanding, they shall furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company
shall at all times comply with TIA ss. 314(a).

Section 4.04. Compliance Certificate.

         (a) The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officer's Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether each of the Company and the Guarantors has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
such Officer's knowledge each of the Company and the Guarantors has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of such Officer's
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of, if any, or interest and Special
Interest, if any, if any, on the Notes is prohibited or if such event has
occurred, a description of the event and what action the Company is taking or
proposes to take with respect thereto.

         (b) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officer's Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.05. Taxes.

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

Section 4.06. Stay, Extension and Usury Laws.

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



                                       44
<PAGE>   50

Section 4.07. Restricted Payments.

         Until such time as the Company meets the Rating Condition, the Company
shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly:

         (a) declare or pay any dividend or make any other payment or
distribution on account of the Company's or any of its Restricted Subsidiaries'
Equity Interests (including, without limitation, any payment in connection with
any merger or consolidation involving the Company or any of its Restricted
Subsidiaries) or to the direct or indirect holders of the Company's or any of
its Restricted Subsidiaries' Equity Interests in their capacity as such (other
than dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary
of the Company);

         (b) purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or consolidation
involving the Company) any Equity Interests of the Company or any direct or
indirect parent of the Company;

         (c) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value any Indebtedness that is
subordinated to the Notes or the Subsidiary Guarantees, except a payment of
interest or principal at the Stated Maturity thereof; or

         (d) make any Restricted Investment (all such payments and other actions
set forth in clauses (a) through (d) of this sentence being collectively
referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

                  (i) no Default or Event of Default has occurred and is
         continuing or would occur as a consequence of such Restricted Payment;
         and

                  (ii) the Company, at the time of such Restricted Payment and
         after giving pro forma effect thereto as if such Restricted Payment had
         been made at the beginning of the applicable four-quarter period, would
         have been permitted to incur at least $1.00 of additional Indebtedness
         pursuant to the Fixed Charge Coverage Ratio test set forth in the first
         paragraph of Section 4.09; and

                  (iii) such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company and its
         Restricted Subsidiaries after the date of this Indenture (excluding
         Restricted Payments permitted by clauses (b), (c) and (d) of the next
         succeeding paragraph), is less than the sum, without duplication, of:

                           (A) 50% of the Consolidated Net Income of the Company
                  for the period (taken as one accounting period) from January
                  1, 2001 to the end of the Company's most recently ended fiscal
                  quarter for which internal financial statements are available
                  at the time of such Restricted Payment (or, if such
                  Consolidated Net Income for such period is a deficit, less
                  100% of such deficit), plus


                                       45
<PAGE>   51

                           (B) 100% of the aggregate net cash proceeds received
                  by the Company since the date of this Indenture as a
                  contribution to its common equity capital or from the issue or
                  sale of Equity Interests of the Company (other than
                  Disqualified Stock) or from the issue or sale of convertible
                  or exchangeable Disqualified Stock or convertible or
                  exchangeable debt securities of the Company that have been
                  converted into or exchanged for such Equity Interests (other
                  than Equity Interests (or Disqualified Stock or debt
                  securities) sold to a Restricted Subsidiary of the Company),
                  plus

                           (C) the amount by which Indebtedness of the Company
                  or its Restricted Subsidiaries (other than Indebtedness owed
                  to the Company or a Restricted Subsidiary) is reduced on the
                  Company's balance sheet upon the conversion or exchange (other
                  than by a Subsidiary of the Company) subsequent to the date of
                  the indenture of any Indebtedness of the Company or any of its
                  Restricted Subsidiaries convertible into or exchangeable for
                  Capital Stock (other than Disqualified Stock) of the Company
                  (less the amount of any cash, or the fair value of any other
                  property, distributed by the Company upon such conversion or
                  exchange), plus

                           (D) an amount equal to the sum of (i) the net
                  reduction in Investments in Unrestricted Subsidiaries
                  resulting from dividends, repayments of loans or advances or
                  other transfers of assets, in each case to the Company or any
                  of its Restricted Subsidiaries from any of its Unrestricted
                  Subsidiaries, and (ii) the portion (proportionate to the
                  Company's equity interest in such Subsidiary) of the fair
                  market value of the net assets of an Unrestricted Subsidiary
                  at the time such Unrestricted Subsidiary is designated a
                  Restricted Subsidiary; provided, however, that the foregoing
                  sum shall not exceed, in the case of any Unrestricted
                  Subsidiary, the amount of Investments previously made (and
                  treated as a Restricted Payment) by the Company or any of its
                  Restricted Subsidiaries in such Unrestricted Subsidiary, plus

                           (E) to the extent that any Restricted Investment that
                  was made after the date of this Indenture is sold for cash or
                  otherwise liquidated or repaid for cash, the lesser of (i) the
                  cash return of capital with respect to such Restricted
                  Investment (less the cost of disposition, if any) and (ii) the
                  initial amount of such Restricted Investment.

         So long as no Default has occurred and is continuing or would be caused
thereby, the preceding paragraph of this Section 4.07 shall not prohibit:

         (a) the payment of any dividend within 60 days after the date of
declaration of the dividend, if at the date of declaration the dividend payment
would have complied with the provisions of this Indenture;

         (b) the redemption, repurchase, retirement, defeasance or other
acquisition of any subordinated Indebtedness of the Company or any Guarantor or
of any Equity Interests of the Company in exchange for, or out of the net cash
proceeds of the substantially concurrent sale


                                       46
<PAGE>   52

(other than to a Restricted Subsidiary of the Company) of, Equity Interests of
the Company (other than Disqualified Stock); provided that the amount of any
such net cash proceeds that are utilized for any such redemption, repurchase,
retirement, defeasance or other acquisition shall be excluded from clause
(iii)(B) of the preceding paragraph;

         (c) the defeasance, redemption, repurchase or other acquisition of
subordinated Indebtedness of the Company or any Guarantor with the net cash
proceeds from an incurrence of Permitted Refinancing Indebtedness;

         (d) the payment of any dividend by a Restricted Subsidiary of the
Company to the holders of its Equity Interests on a pro rata basis or the
payment of an "earnout" amount payable to the shareholders of Generac Portable
Products, Inc. pursuant to the Agreement and Plan of Merger dated as of March
21, 2001 among the Company, Generac Portable Products, Inc. and The Beacon Group
III -- Focus Value Fund, L.P.;

         (e) the repurchase, redemption or other acquisition or retirement for
value of any Equity Interests of the Company or any Restricted Subsidiary of the
Company held by any member of the Company's (or any of its Restricted
Subsidiaries') management pursuant to any management equity subscription
agreement, stock option agreement, employee benefit plan or similar agreement;
provided that the aggregate price paid for all such repurchased, redeemed,
acquired or retired Equity Interests may not exceed $1.0 million in any
twelve-month period; and

         (f) other Restricted Payments in the aggregate not to exceed $50.0
million since the date of this Indenture.

         The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this covenant shall be determined by the Board of Directors whose resolution
with respect thereto shall be delivered to the Trustee. Not later than the date
of making any Restricted Payment, the Company will deliver to the Trustee an
Officer's Certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this covenant
were computed.

Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted
              Subsidiaries.

         Until such time as the Company meets the Rating Condition, the Company
shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, create or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to:

         (a) pay dividends or make any other distributions on its Capital Stock
to the Company or any of its Restricted Subsidiaries, or with respect to any
other interest or participation in, or measured by, its profits, or pay any
indebtedness owed to the Company or any of its Restricted Subsidiaries;

         (b) make loans or advances to the Company or any of its Restricted
Subsidiaries; or


                                       47
<PAGE>   53

         (c) transfer any of its properties or assets to the Company or any of
its Restricted Subsidiaries.

         However, the preceding restrictions shall not apply to encumbrances or
restrictions existing under or by reason of:

         (a) agreements governing Existing Indebtedness and Credit Facilities as
in effect on the date of this Indenture and any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings of those agreements, provided that the amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacement or
refinancings are no more restrictive, taken as a whole, with respect to such
dividend and other payment restrictions than those contained in those agreements
on the date of this Indenture;

         (b) this Indenture, the Notes, the Subsidiary Guarantees and the
Convertible Senior Notes;

         (c) applicable law;

         (d) any instrument governing Indebtedness or Capital Stock of a Person
acquired by the Company or any of its Restricted Subsidiaries as in effect at
the time of such acquisition (except to the extent such Indebtedness or Capital
Stock was incurred in connection with or in contemplation of such acquisition),
which encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person, or the property or
assets of the Person, so acquired, provided that, in the case of Indebtedness,
such Indebtedness was permitted by the terms of this Indenture to be incurred;

         (e) customary non-assignment provisions in leases entered into in the
ordinary course of business and consistent with past practices;

         (f) purchase money obligations for property acquired in the ordinary
course of business that impose restrictions on that property of the nature
described in clause (c) of the preceding paragraph;

         (g) any agreement for the sale or other disposition of a Restricted
Subsidiary that restricts distributions by that Restricted Subsidiary pending
its sale or other disposition;

         (h) Permitted Refinancing Indebtedness, provided that the restrictions
contained in the agreements governing such Permitted Refinancing Indebtedness
are no more restrictive, taken as a whole, than those contained in the
agreements governing the Indebtedness being refinanced;

         (i) Liens securing Indebtedness otherwise permitted to be incurred
under the provisions of Section 4.12 that limit the right of the debtor to
dispose of the assets subject to such Liens;


                                       48
<PAGE>   54

         (j) provisions with respect to the disposition or distribution of
assets or property in joint venture agreements, assets sale agreements, stock
sale agreements and other similar agreements entered into in the ordinary course
of business; or

         (k) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business.

Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock.

         Until such time as the Company meets the Rating Condition, the Company
shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, issue, assume, guarantee or otherwise become
directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness (including Acquired Debt), and the
Company shall not issue any Disqualified Stock and shall not permit any of its
Restricted Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company may incur Indebtedness (including Acquired Debt) or
issue Disqualified Stock, if the Fixed Charge Coverage Ratio for the Company's
most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date on which such additional
Indebtedness is incurred (taken as one accounting period) or such Disqualified
Stock or preferred stock is issued would have been at least 2.0 to 1, determined
on a pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had been incurred or the preferred
stock or Disqualified Stock had been issued, as the case may be, at the
beginning of such four-quarter period.

         The first paragraph of this covenant shall not prohibit the incurrence
of any of the following items of Indebtedness (collectively, "Permitted
Indebtedness"):

         (a) the incurrence by the Company of additional Indebtedness and
letters of credit under Credit Facilities in an aggregate principal amount at
any one time outstanding under this clause (a)(with letters of credit being
deemed to have a principal amount equal to the maximum potential liability of
the Company and its Subsidiaries thereunder) not to exceed $400 million;

         (b) the incurrence by the Company and its Subsidiaries of the Existing
Indebtedness;

         (c) the incurrence by the Company of:

             (1)          Indebtedness represented by the Notes and the Exchange
                          Notes and the related Subsidiary Guarantees, if any,
                          to be issued pursuant to the Registration Rights
                          Agreement; and

             (2)          Indebtedness represented by the Convertible Senior
                          Notes;

         (d) the incurrence by the Company or any of its Restricted Subsidiaries
of Indebtedness represented by Capital Lease Obligations, mortgage financings or
purchase money obligations, in each case, incurred for the purpose of financing
all or any part of the purchase price or cost of construction or improvement of
property, plant or equipment used in the business of the Company or such
Restricted Subsidiary, in an aggregate principal amount, including all


                                       49
<PAGE>   55

Permitted Refinancing Indebtedness incurred to refund, refinance or replace any
Indebtedness incurred pursuant to this clause (d), not to exceed $15.0 million
at any time outstanding;

         (e) Indebtedness of a Restricted Subsidiary of the Company incurred and
outstanding on or prior to the date on which such Restricted Subsidiary was
acquired by the Company or another Restricted Subsidiary (other than
Indebtedness incurred in connection with, or to provide all or any portion of
the funds or credit support utilized to consummate, the transaction or series of
related transactions pursuant to which such Restricted Subsidiary became a
Restricted Subsidiary or was acquired by the Company or other Restricted
Subsidiary); provided, however, that on the date of such acquisition, after
giving pro forma effect thereto and any related transactions as if the same had
occurred at the beginning of the applicable four-quarter period, the Company
would be permitted to incur at least $1.00 of additional indebtedness pursuant
to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this
Section 4.09;

         (f) the incurrence by the Company or any of its Restricted Subsidiaries
of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
which are used to refund, refinance or replace Indebtedness (other than
intercompany Indebtedness) that was permitted by this Indenture to be incurred
under the first paragraph of this covenant or clauses (b), (c), (d), (e) or (k)
of this paragraph;

         (g) the incurrence by the Company or any of its Restricted Subsidiaries
of intercompany Indebtedness between or among the Company and any of its
Restricted Subsidiaries; provided, however, that:

                  (i) if the Company or any Guarantor is the obligor on such
         Indebtedness, such Indebtedness must be expressly subordinated to the
         prior payment in full in cash of all Obligations with respect to the
         Notes, in the case of the Company, or the Subsidiary Guarantee, in the
         case of a Guarantor; and

                  (ii) (1) any subsequent issuance or transfer of Equity
         Interests that results in any such Indebtedness being held by a Person
         other than the Company or a Restricted Subsidiary of the Company and
         (2) any sale or other transfer of any such Indebtedness to a Person
         that is not either the Company or a Restricted Subsidiary of the
         Company shall be deemed, in each case, to constitute an incurrence of
         such Indebtedness by the Company or such Restricted Subsidiary, as the
         case may be, that was not permitted by this clause (g);

         (h) the incurrence by the Company or any of its Restricted Subsidiaries
of Hedging Obligations that are incurred for the purpose of fixing or hedging
interest rate risk with respect to any floating rate Indebtedness that is
permitted by the terms of this Indenture to be outstanding or for the purpose of
fixing or hedging currency exchange rate risk with respect to any currency
exchanges;

         (i) the guarantee by the Company or any of the Restricted Subsidiaries
of Indebtedness of the Company or a Restricted Subsidiary of the Company that
was permitted to be incurred by another provision of this Section 4.09;



                                       50
<PAGE>   56

         (j) the accrual of interest, the accretion or amortization of original
issue discount, the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms, and the payment of dividends on
Disqualified Stock in the form of additional shares of the same class of
Disqualified Stock shall not be deemed to be an incurrence of Indebtedness or an
issuance of Disqualified Stock for purposes of this Section 4.09; provided, in
each such case, that the amount thereof is included in Fixed Charges of the
Company as accrued interest or dividends; and

         (k) the incurrence by the Company or any of its Restricted Subsidiaries
of additional Indebtedness in an aggregate principal amount (or accreted value,
as applicable) at any time outstanding, including all Permitted Refinancing
Indebtedness incurred to refund, refinance or replace any Indebtedness incurred
pursuant to this clause (k), not to exceed $20 million.

         For purposes of determining compliance with this Section 4.09, if an
item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (a) through (k) above,
or is entitled to be incurred pursuant to the first paragraph of this Section
4.09, the Company shall be permitted to classify such item of Indebtedness on
the date of its incurrence, in any manner that complies with this Section 4.09
and an item of Indebtedness may be divided and classified in more than one of
the types of Indebtedness described above. Indebtedness under Credit Facilities
outstanding on the date on which Notes are first issued and authenticated under
this Indenture shall be deemed to have been incurred on such date in reliance on
the exception provided by clause (a) of the definition of Permitted
Indebtedness.

Section 4.10. Asset Sales.

         Until such time as the Company meets the Rating Condition, the Company
shall not, and shall not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:

         (a) the Company (or the Restricted Subsidiary, as the case may be)
receives consideration at the time of the Asset Sale at least equal to the fair
market value of the assets or Equity Interests issued or sold or otherwise
disposed of;

         (b) the fair market value is determined by the Company's Board of
Directors and evidenced by a resolution of the Board of Directors set forth in
an Officer's Certificate delivered to the Trustee; and

         (c) at least 75% of the consideration received in the Asset Sale by the
Company or such Restricted Subsidiary is in the form of cash. For purposes of
this provision, each of the following shall be deemed to be cash:

                  (i) any liabilities, as shown on the Company's or such
         Restricted Subsidiary's most recent balance sheet, of the Company or
         any Restricted Subsidiary (other than contingent liabilities and
         liabilities that are by their terms subordinated to the Notes or any
         Subsidiary Guarantee) that are assumed by the transferee of any such
         assets pursuant to a customary novation agreement that releases the
         Company or such Restricted Subsidiary from further liability; and

                                       51
<PAGE>   57

                  (ii) any securities, notes or other obligations received by
         the Company or any such Restricted Subsidiary from such transferee that
         are contemporaneously, subject to ordinary settlement periods,
         converted by the Company or such Restricted Subsidiary into cash, to
         the extent of the cash received in that conversion.

         Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply those Net Proceeds at its option:

         (a) to repay Senior Debt and, if the Senior Debt repaid is revolving
credit Indebtedness, to correspondingly reduce commitments with respect thereto;

         (b) to acquire all or substantially all of the assets of, or a majority
of the Voting Stock of, a Permitted Business so long as such Permitted Business
is or becomes a Restricted Subsidiary;

         (c) to make a capital expenditure; or

         (d) to acquire or obtain other long-term assets that are used or useful
in a Permitted Business.

         Pending the final application of any Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds in any manner that is not prohibited by this Indenture.

         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the two preceding paragraphs shall constitute "Excess Proceeds."
When the aggregate amount of Excess Proceeds exceeds $10 million, the Company
shall make an Asset Sale Offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price for the Notes in any Asset Sale Offer shall be
equal to 100% of principal amount plus accrued and unpaid interest and Special
Interest, if any, to the date of purchase, and shall be payable in cash. If any
Excess Proceeds remain after consummation of an Asset Sale Offer, the Company
may use those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero.

         The Company shall comply with the requirements of Rule l4e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sale
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the Asset Sale provisions of this Indenture by virtue of such
conflict.


                                       52
<PAGE>   58

Section 4.11. Transactions with Affiliates.

         Until such time as the Company meets the Rating Condition, the Company
shall not, and shall not permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each, an
"Affiliate Transaction"), unless:

         (a) the Affiliate Transaction is on terms that are no less favorable to
the Company or the relevant Restricted Subsidiary than those that would have
been obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person; and

         (b) The Company delivers to the Trustee:

                  (i) with respect to any Affiliate Transaction or series of
         related Affiliate Transactions involving aggregate payments or value
         equal to or greater than $5.0 million, an Officer's Certificate
         certifying that such Affiliate Transaction complies with this covenant;
         and

                  (ii) with respect to any Affiliate Transaction or series of
         related Affiliate Transactions involving aggregate consideration in
         excess of $10 million, an Officer's Certificate certifying that such
         transaction or transactions has been approved by a majority of the
         disinterested members of the Board of Directors of the Company;

         provided, that the Company shall not be required to comply with this
         clause (ii) in connection with the transactions in the ordinary course
         of business between the Company or one of its Restricted Subsidiaries
         with any of Daihatsu-Briggs & Stratton., Ltd., Starting USA
         Corporation, or Metal Technologies Holding Company, Inc.

         The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of the prior paragraph:

         (a) any employment agreement entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business and consistent with
the past practice of the Company or such Restricted Subsidiary;

         (b) transactions between or among the Company and/or its Restricted
Subsidiaries;

         (c) transactions with a Person that is an Affiliate of the Company
solely because the Company controls such Person;

         (d) payment of reasonable directors fees to Persons who are not
otherwise Affiliates of the Company;

         (e) sales of Equity Interests (other than Disqualified Stock) to
Affiliates of the Company; and


                                       53
<PAGE>   59

         (f) Restricted Payments that are permitted by Section 4.07.

Section 4.12. Liens.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist
any Lien of any kind securing Indebtedness, or trade payables on any asset now
owned or hereafter acquired without causing the Notes (and, at the Company's
election, any other outstanding or future Indebtedness of the Company or any of
its Restricted Subsidiaries which is not subordinated to the Notes) to be
secured equally and ratably with (or prior to) that Indebtedness, provided,
however, this restriction will not apply to the following Liens:

         (a) Liens on property, shares of capital stock or indebtedness of any
corporation existing at the time it becomes a Restricted Subsidiary;

         (b) Liens on property, shares of capital stock or indebtedness existing
at the time it is acquired by the Company or any Restricted Subsidiary or within
the 180 day period following that acquisition;

         (c) Liens on property, shares of capital stock or indebtedness acquired
or constructed to secure or provide for the payment of all or any part of its
cost of acquisition or construction if the Lien is created before or within 270
days after the acquisition or, in the case of constructed property, the later of
completion of construction or commencement of commercial operation;

         (d) Liens in favor of the Company or any Restricted Subsidiary;

         (e) Liens in favor of the certain governmental bodies, to secure
partial, progress, advance or other payments pursuant to any contract or
provisions of any statute;

         (f) Liens securing revenue bonds exempt from Federal income taxation
pursuant to Section 103(b) of the Internal Revenue Code;

         (g) Liens made in the ordinary course of business securing the
performance of any contractor undertaking made in the ordinary course of
business and not relating to borrowing money, obtaining advances or credit or
securing Indebtedness;

         (h) Liens which are imposed by law;

         (i) Liens which are imposed on deposits in connection with bids,
tenders, or contracts or on deposits to secure public or statutory obligations
of the Company or any Restricted Subsidiary;

         (j) Liens which are imposed on deposits of cash or obligations of the
United States of America in lieu of or to secure surety and appeal bonds to
which the Company or any Restricted Subsidiary are a party;

                                       54
<PAGE>   60

         (k) Liens which arise out of judgments or awards against the Company or
any Restricted Subsidiary pending appeal or review so long as the Liens are
subject to a stay of execution pending that appeal or review;

         (l) Liens for taxes not yet subject to penalties for nonpayment or the
amount or validity of which is being contested in good faith by the Company or
any Restricted Subsidiary;

         (m) Liens which relate to minor survey exceptions, minor encumbrances,
easements or reservations for rights of way and utilities, or zoning or other
restrictions on the use of real properties, so long as in the aggregate liens,
exceptions, encumbrances, easements, reservations, rights and restrictions do
not, in the opinion of the Company, materially detract from the value of the
affected properties or materially impair their use in the operation of the
Company's business;

         (n) Liens incurred to finance all or any portion of the cost of
constructing, altering or repairing any property if crated before or within 270
days after completion of construction, alteration or repair;

         (o) Liens outstanding on the date of this Indenture;

         (p) any extension, renewal, refunding or replacement of any of the
Liens described in clauses (a) through (o) above; or

         (q) Liens securing Indebtedness of the Company and its Restricted
Subsidiaries and Liens in connection with Sale and Leaseback Transactions,
provided that at the time of the incurrence of such Indebtedness or the entering
into of such Sale and Leaseback Transaction, the aggregate amount of
Indebtedness, including Attributable Debt (other than Indebtedness secured by
Liens described in clauses (a) through (o) above and other than Attributable
Debt described in clauses (a) through (f) under Section 4.17), of the Company
and its Restricted Subsidiaries secured by Liens does not exceed 15% of
Consolidated Net Tangible Assets of the Company.

Section 4.13. Payments for Consent.

         Until such time as the Company meets the Rating Condition, the Company
shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, pay or cause to be paid any consideration to or for the benefit
of any Holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to be paid and is paid to all Holders of
the Notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.

Section 4.14. Corporate Existence.

         Subject to Article 5 and Section 10.05, 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 the corporate, partnership or other existence
of each of its Restricted Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Company or any such Restricted Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of the Company and its Restricted
Subsidiaries; provided, however, that


                                       55
<PAGE>   61

the Company shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any of the
Company's Restricted Subsidiaries, if the Board of Directors of the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and its Restricted Subsidiaries, taken as
a whole, and that the loss thereof is not adverse in any material respect to the
Holders of the Notes.

Section 4.15. Change of Control.

         If a Change of Control occurs, each Holder of Notes shall have the
right to require the Company to repurchase all or any part (equal to $1,000 or
an integral multiple of $1,000) of that Holder's Notes pursuant to the offer
described below (the "Change of Control Offer") on the terms set forth in this
Indenture. In the Change of Control Offer, the Company shall offer a payment (a
"Change of Control Payment") in cash equal to 101% of the aggregate principal
amount of Notes repurchased plus, in each case, accrued and unpaid interest and
Special Interest, if any, on the Notes repurchased, to the date of purchase.
Within ten days following any Change of Control, the Company shall mail a notice
to each Holder describing the transaction or transactions that constitute the
Change of Control and offering to repurchase Notes on the purchase date
specified in the notice, which date shall be no earlier than 30 days and no
later than 60 days from the date such notice is mailed (the "Change of Control
Payment Date"), pursuant to the procedures required by this Indenture and
described in such notice. The Company shall comply with the requirements of Rule
l4e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection
with the repurchase of the Notes as a result of a Change of Control. To the
extent that the provisions of any securities laws or regulations conflict with
the Change of Control provisions of this Indenture, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under the Change of Control provisions of this
Indenture by virtue of such conflict.

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

         (a) accept for payment all Notes or portions of Notes properly tendered
pursuant to the Change of Control Offer;

         (b) deposit with the Paying Agent an amount equal to the Change of
Control Payment in respect of all Notes or portions of Notes properly tendered;
and

         (c) deliver or cause to be delivered to the Trustee the Notes properly
accepted together with an Officer's Certificate stating the aggregate principal
amount of Notes or portion of Notes being purchased by the Company.

         The Paying Agent shall promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each new Note shall be in a
principal amount of $1,000 or an integral multiple of $1,000.



                                       56
<PAGE>   62

         The provisions in this Section 4.15 that require the Company to make a
Change of Control Offer following a Change of Control shall be applicable
whether or not any other provisions of this Indenture are applicable.

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

Section 4.16. Restrictions on Indebtedness of Restricted Subsidiaries.

         After such time as the Company meets the Rating Condition, the Company
shall not permit any Restricted Subsidiary to incur any Indebtedness.

         This restriction shall not apply to:

         (1)      Indebtedness of any corporation existing at the time it
                  becomes a Restricted Subsidiary;

         (2)      Indebtedness among the Company and its Restricted Subsidiaries
                  and Indebtedness between its Restricted Subsidiaries; or

         (3)      the incurrence by a Restricted Subsidiary of the Company of
                  Indebtedness for working capital purposes if after giving
                  effect to such incurrence, the aggregate outstanding principal
                  amount of all such Indebtedness of Restricted Subsidiaries of
                  the Company does not exceed $25.0 million.

         In addition, this restriction shall not prohibit the incurrence of
Indebtedness in connection with any initial or successive extension, renewal,
refinancing, replacement or refunding, in whole or in part, of any Indebtedness
of the Restricted Subsidiaries, so long as there is no increase in the principal
amount of the Indebtedness (or, in the case of a revolving credit facility, the
commitment in effect thereunder).

Section 4.17. Sale and Leaseback Transactions.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that
the Company may enter into a Sale and Leaseback Transaction if:

         (a) the Company or any Restricted Subsidiary would be permitted to
create a Lien pursuant to clauses (a) through (p) under Section 4.12 on the
property to be leased to secure Indebtedness in an amount equal to the
Attributable Debt with respect to that Sale and Leaseback Transaction, without
equally and ratably securing the Notes;

         (b) within 270 days after the Sale and Leaseback Transaction the
Company or any Restricted Subsidiary prepays Secured Indebtedness held by
persons other than the Company and any Restricted Subsidiary (which prepayments
may not be at maturity or pursuant to mandatory


                                       57
<PAGE>   63

prepayment or sinking fund provisions) in an amount equal to the greater of the
net proceeds of the Sale and Leaseback Transaction or the fair market value of
the property subject to the Sale and Leaseback Transaction at the time of the
transaction (as determined by the chief executive officer, president, chief
financial officer, treasurer or controller of the Company);

         (c) within 270 days after the Sale and Leaseback Transaction the
Company or any Restricted Subsidiary invests the proceeds of the Sale and
Leaseback Transaction in other property, but only if the investment does not
exceed the costs incurred by the Company or any Restricted Subsidiary for
acquiring, repairing, altering or constructing the other property, less the
amount of any purchase money or construction mortgage on that property;

         (d) the effective date of the Sale and Leaseback Transaction is within
270 days of the acquisition of the property or, if later, the completion of
construction and commencement of operation of the property;

         (e) the lease in the Sale and Leaseback Transaction is for a term,
including renewals, of not more than three years;

         (f) the Sale and Leaseback Transaction is entered into between the
Company and a Restricted Subsidiary or between Restricted Subsidiaries; or

         (g) immediately after the Sale and Leaseback Transaction, the aggregate
amount of Indebtedness, including Attributable Debt (other than Attributable
Debt described in clauses (a) through (g) above and other than Indebtedness
secured by Liens described in clauses (a) through (p) under Section 4.12), of
the Company and its Restricted Subsidiaries secured by Liens does not exceed 15%
of Consolidated Net Tangible Assets of the Company.

Section 4.18. Subsidiary Guarantees.

         If at any time a Domestic Subsidiary constitutes a Significant Domestic
Subsidiary, then such Domestic Subsidiary shall become a Guarantor and execute a
supplemental indenture and deliver an Opinion of Counsel satisfactory to the
Trustee within 10 Business Days of the date when such event occurs. These
Subsidiary Guarantees shall be joint and several obligations of the Guarantors;
provided, however, that the obligations of each Guarantor under its Subsidiary
Guarantee shall be limited as necessary to prevent that Subsidiary Guarantee
from constituting a fraudulent conveyance under applicable law.

Section 4.19. Limitation on Designation of Unrestricted Subsidiaries.

         Until such time as the Company meets the Rating Condition, the Company
may designate after the date the Notes are issued any Restricted Subsidiary as
an "Unrestricted Subsidiary" under this Indenture (a "Designation") only if:

         (1)      no Default shall have occurred and be continuing at the time
                  of or after giving effect to such Designation;

         (2)      the Company would be permitted to make an Investment (other
                  than a Permitted Investments, except a Permitted Investment
                  covered by clause (8) or (9) of the


                                       58
<PAGE>   64

                  definition thereof) at the time of Designation (assuming the
                  effectiveness of such Designation) pursuant to the first
                  paragraph of Section 4.07 in an amount (the "Designation
                  Amount") equal to the Fair Market Value of the Company's
                  interest in such Subsidiary on such date calculated in
                  accordance with GAAP; and

         (3)      the Company would be permitted under this Indenture to incur
                  $1.00 of additional Indebtedness (other than Permitted
                  Indebtedness) pursuant to Section 4.09 at the time of such
                  Designation (assuming the effectiveness of such Designation).

         In the event of any such Designation, the Company shall be deemed to
have made an Investment constituting a Restricted Payment pursuant to Section
4.07 for all purposes of this Indenture in the Designation Amount.

         The Company shall not, and shall not cause or permit any Restricted
Subsidiary to, at any time:

         (1)      provide credit support for or subject any of its property or
                  assets (other than the Capital Stock of any Unrestricted
                  Subsidiary) to the satisfaction of, any Indebtedness of any
                  Unrestricted Subsidiary (including any undertaking, agreement
                  or instrument evidencing such Indebtedness);

         (2)      be directly or indirectly liable for any Indebtedness of any
                  Unrestricted Subsidiary; or

         (3)      be directly or indirectly liable for any Indebtedness which
                  provides that the Holder thereof may (upon notice, lapse of
                  time or both) declare a default thereon or cause the payment
                  thereof to be accelerated or payable prior to its final
                  scheduled maturity upon the occurrence of a default with
                  respect to any Indebtedness of any Unrestricted Subsidiary
                  (including any right to take enforcement action against such
                  Unrestricted Subsidiary), except any non-recourse guarantee
                  given solely to support the pledge by the Company or any
                  Restricted Subsidiary of the Capital Stock of an Unrestricted
                  Subsidiary.

All Subsidiaries of Unrestricted Subsidiaries shall automatically be deemed to
be Unrestricted Subsidiaries.

         The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") if:

         (1)      no Default shall have occurred and be continuing at the time
                  of and after giving effect to such Revocation; and

         (2)      all Liens and Indebtedness of such Unrestricted Subsidiary
                  outstanding immediately following such Revocation would, if
                  incurred at such time, have been permitted to be incurred for
                  all purposes of this Indenture.

                                       59
<PAGE>   65

         All Designations and Revocations must be evidenced by resolutions of
the Board of Directors of the Company delivered to the trustee certifying
compliance with the foregoing provisions.

Section 4.20. Notification that Company meets the Rating Condition.

         If at any time after the date of this Indenture the Notes are rated
Investment Grade and no Event of Default or Default shall have occurred and be
continuing, the Company may deliver to the Trustee an Officer's Certificate
stating that the Company has met the Rating Condition. Following receipt by the
Trustee of such Officer's Certificate, the Company shall no longer be required
to comply with Section 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.19 or 5.01(d).

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01. Merger, Consolidation, or Sale of Assets.

         The Company shall not, directly or indirectly: (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person; unless:

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

         (b) the Person formed by or surviving any such consolidation or merger
(if other than the Company) or the Person to which such sale, assignment,
transfer, conveyance or other disposition has been made assumes all the
obligations of the Company under the Notes, this Indenture and the Registration
Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

         (c) immediately after such transaction no Default or Event of Default
exists; and

         (d) if such consolidation, merger, sale, assignment, transfer,
conveyance or other disposition occurs before the Rating Condition is met, the
Company or the Person formed by or surviving any such consolidation or merger
(if other than the Company), or to which such sale, assignment, transfer,
conveyance or other disposition has been made:

                  (i) shall have Consolidated Net Worth immediately after the
         transaction equal to or greater than the Consolidated Net Worth of the
         Company immediately preceding the transaction; and

                  (ii) shall, on the date of such transaction after giving pro
         forma effect thereto and any related financing transactions as if the
         same had occurred at the beginning of the



                                       60
<PAGE>   66

         applicable four-quarter period, be permitted to incur at least $1.00 of
         additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
         test set forth in the first paragraph of Section 4.09.

         In addition, the Company shall not, directly or indirectly, lease all
or substantially all of its properties or assets, in one or more related
transactions, to any other Person. This Section 5.01 shall not apply to a sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Company and any of its Restricted Subsidiaries which are Guarantors.

Section 5.02. Successor Person Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01, the successor corporation formed by
such consolidation or into or with which the Company is merged or to which such
sale, assignment, transfer, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, conveyance or other disposition, the provisions of
this Indenture referring to the "Company" or "Briggs & Stratton Corporation"
shall refer instead to the successor corporation and not to the Company or to
Briggs & Stratton Corporation), and may exercise every right and power of the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein; provided, however, that the predecessor
Company shall not be relieved from the obligation to pay the principal and
premium, if any and interest and Special Interest, if any on the Notes except in
the case of a sale, assignment, transfer, conveyance or other disposition of all
of the Company's assets that meets the requirements of Section 5.01.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

         Each of the following is an Event of Default:

         (a) default for 30 days in the payment when due of interest on, or
Special Interest with respect to, the Notes;

         (b) default in payment when due of the principal of, or premium, if
any, on the Notes;

         (c) failure by the Company or any of its Restricted Subsidiaries to
comply with the provisions described under Section 4.10 or 4.15;

         (d) failure by the Company or any of its Restricted Subsidiaries for 60
days after notice to comply with any of the other agreements in this Indenture;

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

                                       61
<PAGE>   67

                  (i) is caused by a failure to pay when due (including any
         grace period set forth in writing in the instruments governing such
         Indebtedness) principal of, or premium, if any, or interest or Special
         Interest, if any on such Indebtedness (a "Payment Default"); or

                  (ii) results in the acceleration of such Indebtedness prior to
         its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates $10
million or more;

         (f) failure by the Company or any of its Restricted Subsidiaries to pay
final judgments aggregating in excess of $10 million, which judgments are not
paid, discharged or stayed for a period of 60 days;

         (g) except as permitted by this Indenture, any Subsidiary Guarantee
shall be held in any judicial proceeding to be unenforceable or invalid or shall
cease for any reason to be in full force and effect or any Guarantor, or any
Person acting on behalf of any Guarantor, shall deny or disaffirm its
obligations under its Subsidiary Guarantee;

         (h) the Company or any of its Restricted Subsidiaries pursuant to or
within the meaning of Bankruptcy Law:

                  (i) commences a voluntary case,

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

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

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

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

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

                  (i) is for relief against the Company or any of its Restricted
         Subsidiaries;

                  (ii) appoints a Custodian of the Company or any of its
         Restricted Subsidiaries or for all or substantially all of the property
         of the Company or any of its Restricted Subsidiaries; or

                  (iii) orders the liquidation of the Company or any of its
         Restricted Subsidiaries;

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



                                       62
<PAGE>   68

Section 6.02. Acceleration.

         In the case of an Event of Default arising under clause (h) or (i) of
Section 6.01 with respect to the Company, any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, all outstanding Notes
shall, ipsotfacto become due and payable immediately without further action or
notice. If any other Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately by
a notice to the Company (and the Trustee if given by the Holders), and upon any
such declaration, such principal and all accrued interest thereon and all
accrued Special Interest, if any, shall become immediately due and payable.

         At any time after a declaration of acceleration with respect to the
Notes, the Holders of a majority in aggregate principal amount of the Notes may
rescind and cancel such declaration and its consequences (i) if the rescission
would not conflict with any judgment or decree, (ii) if all existing Events of
Default have been cured or waived except nonpayment of principal, interest or
Special Interest that has become due solely because of the acceleration, (iii)
if, to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal as specified in Section 4.01,
which has become due otherwise than by such declaration of acceleration, has
been paid, (iv) if the Company has paid the Trustee its reasonable compensation
and reimbursed the Trustee for its expenses, disbursements and advances and (v)
if, in the event of the cure or waiver of an Event of Default of the type
described in clause (h) or (i) of Section 6.01, the Trustee shall have received
an Officer's Certificate and an Opinion of Counsel that such Event of Default
has been cured or waived. No such rescission shall affect any subsequent Default
or impair any right consequent thereto. If any Event of Default exists solely by
reason of any acceleration of Indebtedness under clause (e) of Section 6.01, and
such acceleration is rescinded by the holders of Indebtedness affected thereby
prior to the time the Obligations under the Notes have been accelerated, such
Event of Default shall cease to exist.

Section 6.03. Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and
interest and Special Interest, if any, on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

         The Trustee may maintain a proceeding with respect to the Notes or this
Indenture 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 of a
Note in exercising any right or remedy accruing upon an Event of Default shall
not impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04. Waiver of Past Defaults.

         The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under this Indenture except, subject to the second paragraph of Section 6.02, a
continuing Default or Event of Default in the payment of principal,

                                       63
<PAGE>   69

premium, if any, or interest or Special Interest on, the Notes (including in
connection with a repurchase upon a Change of Control) or a Default or Event of
Default with respect to any covenant or provision which cannot be modified or
amended without the consent of the Holder of each Note affected. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

Section 6.05. Control by Majority.

         The Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
power conferred on it. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture that the Trustee determines may be
unduly prejudicial to the Holders of Notes or that may involve the Trustee in
personal liability.

Section 6.06. Limitation on Suits.

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

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

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

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

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

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

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

Section 6.07. Rights of Holders of Notes to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Special Interest,
if any, and interest on the Note, on or after the respective due dates expressed
in the Note, or, in the case of redemption or repurchase, on the Redemption Date
or the repurchase date, as the case may be, including in connection with an
offer to purchase, or to bring suit for the enforcement of any such payment on



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or after such respective dates, shall not be impaired or affected without the
consent of such Holder.

Section 6.08. Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as Trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest and Special Interest, if any,
remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09. Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any Custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10. Priorities.

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

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

         Second: to Holders of Notes for amounts due and unpaid on the Notes for
principal, premium, if any, and interest, and Special Interest, if any, ratably,
without preference or priority

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<PAGE>   71

of any kind, according to the amounts due and payable on the Notes for
principal, premium and interest, and Special Interest, if any, respectively; and

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

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

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, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder of a
Note pursuant to Section 6.07, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                   ARTICLE 7.
                                     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 its 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 actually known
to the Trustee:

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

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

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

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

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<PAGE>   72

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

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

         (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), and (c) of this Section.

         (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

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

Section 7.02. Rights of Trustee.

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

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

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

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

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


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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 accordance with the requirements of the TIA, in the event
that the Trustee acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the SEC for permission to continue as Trustee
(in the event such conflict arises after the consummation of the Exchange Offer,
or if a Shelf Registration Statement has been filed, after such Shelf
Registration Statement has been declared effective by the SEC) 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.

Section 7.04. Trustee's Disclaimer.

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

Section 7.05. Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest or Special Interest, if any on any Note, the Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
Notes.

Section 7.06. Reports by Trustee to Holders of the Notes.

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA ss.313(a) (but if no event described in
TIA ss. 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA
ss.313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA ss.313(c).

         A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and if such report is prepared after the
Exchange Registration Statement or Shelf Registration Statement has been
declared effective by the SEC, filed with the SEC and each stock exchange on
which the Notes are listed in accordance with TIA ss.313(d). The Company shall
promptly notify the Trustee when the Notes are listed on any stock exchange and
of any delisting thereof.


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Section 7.07. Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
Trustee of an express trust. The Company and the Guarantors, if any, shall
reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for
its services except any disbursements, expenses and advances as may be
attributable to the Trustee's negligence or willful misconduct. Such expenses
shall include the reasonable compensation, disbursements and expenses of the
Trustee's agents and counsel.

         The Company and the Guarantors, if any, shall indemnify the Trustee
against any and all losses, liabilities or expenses incurred by it arising out
of or in connection with the acceptance or administration of its duties under
this Indenture, including the costs and expenses of enforcing this Indenture
against the Company (including this Section 7.07) and defending itself against
any claim (whether asserted by the Company, the Guarantors or any Holder or any
other person) or liability in connection with the exercise or performance of any
of its powers or duties hereunder, except to the extent any such loss, liability
or expense may be attributable to its negligence or bad faith. The Trustee shall
notify the Company and the Guarantors promptly of any claim for which it may
seek indemnity. Failure by the Trustee to so notify the Company and the
Guarantors shall not relieve the Company or the Guarantors of their obligations
hereunder. The Company and the Guarantors shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company and the Guarantors shall pay the reasonable fees and expenses of such
counsel. The Company and the Guarantors need not pay for any settlement made
without their consent, which consent shall not be unreasonably withheld.

         The obligations of the Company and the Guarantors to the Trustee under
this Section 7.07 shall survive the resignation or removal of the Trustee and
the termination, satisfaction and discharge of this Indenture.

         To secure the Company's and the Guarantors' payment obligations in this
Section, the Trustee shall have a Lien prior to the Notes on all money or
property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Notes. Such Lien shall survive the
resignation or removal of the Trustee and the termination, satisfaction and
discharge of this Indenture.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(h) or (i) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

         As to notice of Liens or charges, the Trustee shall comply with the
provisions of TIA ss. 313(b)(2) to the extent applicable.

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<PAGE>   75

Section 7.08. 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 7.08.

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

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

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

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

         (d) the Trustee becomes incapable of acting.

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

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

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

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company's obligations under Section 7.07 shall continue for the benefit of
the retiring Trustee.

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Section 7.09. Successor Trustee by Merger, etc.

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

Section 7.10. Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
Trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

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

Section 7.11. Preferential Collection of Claims Against Company.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may at the option of its Board of Directors evidenced by a
resolution set forth in an Officer's Certificate, at any time, elect to have
either Section 8.02 or 8.03 be applied to all outstanding Notes upon compliance
with the conditions set forth below in this Article 8.

Section 8.02. Legal Defeasance and Discharge.

         The Company may, at its option and at any time, elect to have all of
its obligations discharged with respect to the outstanding Notes and all
obligations of the Guarantors discharged with respect to their Subsidiary
Guarantees ("Legal Defeasance") except for:

         (a) the rights of Holders of outstanding Notes to receive payments in
respect of the principal of, or premium, if any, and interest or Special
Interest, if any, on such Notes when such payments are due from the trust
referred to in Section 8.04(a) below;

         (b) the Company's obligations with respect to the Notes concerning
issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or
stolen Notes and the maintenance of an office or agency for payment and money
for security payments held in trust;

         (c) the rights, powers, trusts, duties and immunities of the Trustee,
and the Company's and the Guarantor's obligations in connection therewith; and

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<PAGE>   77

         (d) the Legal Defeasance provisions of this Indenture.

         For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 and the other Sections of this Indenture described
in (a) and (b) above, and to have satisfied all its other obligations under such
Notes and this Indenture (and the Trustee, on demand of and at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the above provisions. Subject to compliance with this Article 8, the Company
may exercise its option under this Section 8.02 notwithstanding the prior
exercise of its option under Section 8.03.

Section 8.03. Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 of the option applicable
to this Section 8.03, the Company and the Guarantors, if any, shall, subject to
the satisfaction of the conditions set forth in Section 8.04, be released from
their obligations under Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13,
4.15, 4.16, 4.17, 4.18, 4.19, 5.01 and Article 10 with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01, but, except as
specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby. In addition, upon the Company's exercise under Section 8.01
of the option applicable to this Section 8.03, subject to the satisfaction of
the conditions set forth in Section 8.04, Sections 6.01(c) through 6.01(f) shall
not constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.02 or 8.03 to the outstanding Notes:

         In order to exercise either Legal Defeasance or Covenant Defeasance:

         (a) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders of Notes, cash in United States dollars,
non-callable Government Securities, or a combination of cash in United States
dollars and non-callable Government Securities, in amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, or interest and premium and Special
Interest, if any, on the


                                       72
<PAGE>   78

outstanding Notes on the Stated Maturity or on the applicable Redemption Date,
as the case may be, and the Company must specify whether the Notes are being
defeased to maturity or to a particular Redemption Date;

         (b) in the case of Legal Defeasance, the Company shall have delivered
to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming 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 this
Indenture, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel will
confirm that, the Holders of the outstanding Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;

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

         (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit);

         (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

         (f) the Company shall have delivered to the Trustee an Officer's
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of Notes over the other creditors of the Company with
the intent of defeating, hindering, delaying or defrauding creditors of the
Company or others; and

         (g) the Company shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been
complied with.

Section 8.05. Deposited Money and Government Securities to be Held in Trust;
              Other Miscellaneous Provisions.

         Subject to Section 8.06, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying Trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 in respect of the outstanding Notes shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to


                                       73
<PAGE>   79

the Holders of such Notes of all sums due and to become due thereon in respect
of principal, premium, if any, and interest and Special Interest, if any, but
such money need not be segregated from other funds except to the extent required
by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the outstanding Notes.

         Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a)), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06. Repayment to Company.

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

Section 8.07. Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.02 or 8.03, as the case may
be; provided, however, that, if the Company makes any payment of principal of,
premium, if any, or interest or Special Interest, if any, on any Note following
the reinstatement of its obligations, the Company shall be subrogated


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to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

         Notwithstanding Section 9.02, the Company, the Guarantors and the
Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the
Notes without the consent of any Holder of a Note:

         (a) to cure any ambiguity, defect, mistake or inconsistency;

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

         (c) to provide for the assumption of the Company's or Guarantors'
obligations to Holders of Notes in the case of a merger or consolidation or sale
of all or substantially all of the Company's assets;

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

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

         (f) to allow any Guarantor to execute a supplemental indenture in
respect of a Subsidiary Guarantee.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02, the Trustee shall join with the Company and Guarantors in the execution of
any amended or supplemental Indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee shall not be obligated to enter
into such amended or supplemental Indenture that affects its own rights, duties
or immunities under this Indenture or otherwise.

Section 9.02. With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, this Indenture or the
Notes may be amended or supplemented with the consent of the Holders of at least
a majority in principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes), and subject to Sections 6.02, 6.04 and 6.07, any
existing Default or Event of Default (other than a Default or Event of Default
in the payment of principal of, premium, if any, or interest or Special
Interest, if any, on the Notes) or compliance with any provision of this
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding

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<PAGE>   81

Notes (including, without limitation, consents obtained in connection with a
purchase of, or tender offer or exchange offer for, Notes).

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02, the Trustee shall join
with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

         It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 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, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.02, 6.04 and 6.07, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes. However, without the consent of
each Holder affected, an amendment or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):

         (a) reduce the principal amount of Notes whose Holders must consent to
an amendment, supplement or waiver;

         (b) reduce the principal of or change the fixed maturity of any Note or
alter or waive any of the provisions with respect to the redemption of the Notes
(other than provisions relating to Section 4.10 or 4.15);

         (c) reduce the rate of or change the time for payment of interest,
including default interest, on any Note;

         (d) waive a Default or Event of Default in the payment of principal of,
or premium, if any, or interest or Special Interest, if any, on the Notes
(except a rescission of acceleration of the Notes by the Holders of at least a
majority in aggregate principal amount of the outstanding Notes and a waiver of
the payment default that resulted from such acceleration);

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

         (f) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive payments
of principal of, or premium, if any, or interest or Special Interest, if any, on
the Notes;



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<PAGE>   82

         (g) waive a redemption payment with respect to any Note (other than a
payment required by Section 4.10 or 4.15);

         (h) release any Guarantor from any of its obligations under its
Subsidiary Guarantee or this Indenture, except in accordance with the terms of
this Indenture; or

         (i) make any change in the preceding amendment and waiver provisions.

Section 9.03. Compliance with Trust Indenture Act.

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

Section 9.04. Revocation and Effect of Consents.

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

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders of Notes entitled to consent to any
amendment, supplement or waiver. If a record date is fixed, then notwithstanding
the provisions of the second sentence of the preceding paragraph, those Holders
of Notes who were Holders on such record date (or their duly designated
proxies), and only those Holders, shall be entitled to revoke any consent
previously given, whether or not such Holder of Notes continues to be a Holder
of Notes after such record date.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Holder of Notes, unless it makes a change described in clauses (a)
through (i) of Section 9.02, in which case, the amendment, supplement or waiver
shall bind only each Holder of Notes who has consented to it; provided that any
such waiver shall not impair or affect the right of any Holder to receive
payment of principal of and interest and Special Interest, if any, on the Notes,
on or after the respective due dates expressed in such Notes, or to bring suit
for the enforcement of any such payment on or after such respective dates
without the consent of such Holder of Notes.

Section 9.05. Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. If an amendment,
supplement or waiver changes the terms of the Notes, the Company may require the
Holders of the Notes to deliver the Notes to the Trustee. The Company may place
an appropriate notation on the Notes and return them to the Holders.
Alternatively, the Company in exchange for all Notes may issue and the Trustee

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<PAGE>   83

shall authenticate new Notes (accompanied by a notation of the Subsidiary
Guarantees duly endorsed by the Guarantors) that reflect the amendment,
supplement or waiver.

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

Section 9.06. Trustee to Sign Amendments, etc.

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01) shall be fully
protected in relying upon, an Officer's Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.

                                  ARTICLE 10.
                              SUBSIDIARY GUARANTEES

Section 10.01. Guarantee.

         Subject to this Article 10, each of the Guarantors hereby agrees,
jointly and severally, to unconditionally guarantee to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the Obligations of the Company hereunder or thereunder, that: (a)
the principal and premium, if any, of and interest and Special Interest, if any,
on the Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption, repurchase or otherwise, and interest on the overdue
principal and premium, if any, of and interest and Special Interest, if any, on
the Notes, if any, if lawful, and all other Obligations of the Company to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
Obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise subject, however, to the limitations set
forth in Section 10.02. Failing payment when due of any amount so guaranteed or
any performance so guaranteed for whatever reason, the Guarantors shall be
jointly and severally obligated to pay the same immediately. Each Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.

         The Guarantors hereby agree that their Obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or

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<PAGE>   84

bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that this
Subsidiary Guarantee shall not be discharged except by complete performance of
the Obligations contained in the Notes and this Indenture.

         If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any Custodian, Trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect.

         Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any Obligations guaranteed
hereby until payment in full of all Obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
Obligations guaranteed hereby may be accelerated as provided in Article 6 for
the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such Obligations as provided in Article 6, such Obligations (whether or not due
and payable) shall forthwith become due and payable by the Guarantors for the
purpose of this Subsidiary Guarantee (subject to any subsequent rescission or
cancellation of any acceleration in accordance with Section 6.02). The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Subsidiary Guarantee.

Section 10.02. Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the Obligations of such Guarantor will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the Obligations of such other Guarantor under this
Article 10, result in the Obligations of such Guarantor under its Subsidiary
Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.03. Execution and Delivery of Subsidiary Guarantee.

         To evidence its Subsidiary Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form included in Exhibit E attached hereto shall be
endorsed by an Officer of such Guarantor on each Note authenticated and
delivered by the Trustee after such Guarantor becomes a Guarantor and that this
Indenture shall be executed on behalf of such Guarantor by an Officer of such
Guarantor.



                                       79
<PAGE>   85

         Each Guarantor hereby agrees that its Subsidiary 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 Subsidiary Guarantee.

         If an Officer whose signature is on this Indenture or on the Subsidiary
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall
be valid nevertheless.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set
forth in this Indenture on behalf of the Guarantors.

         In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.18 hereof,
the Company shall cause such Subsidiaries to execute supplemental indentures to
this Indenture and Subsidiary Guarantees in accordance with Section 4.18 and
this Article 10, to the extent applicable.

Section 10.04. Guarantors May Consolidate, etc., on Certain Terms.

         Except as otherwise provided in Section 10.05, no Guarantor may (i)
consolidate or merge with or into (whether or not such Guarantor is the
surviving Person) another Person or (ii) sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets to
another Person unless:

         (a) subject to Section 10.05 either: (x) the Person formed by or
surviving any such consolidation or merger (if other than a Guarantor or the
Company) or the Person acquiring the property or assets in any such sale,
assignment, transfer, lease, conveyance or other disposition unconditionally
assumes all the Obligations of such Guarantor under the Notes, this Indenture,
its Subsidiary Guarantee and the Registration Rights Agreement, pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee, on the terms set forth herein or therein or (y) the Net Proceeds of
such sale, assignment, transfer, lease, conveyance or other disposition are
applied in accordance with the applicable provisions of this Indenture; and

         (b) immediately after giving effect to such transaction, no Default or
Event of Default exists.

         In case of any such consolidation, merger, sale, assignment, transfer,
lease, or conveyance or other disposition and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee
endorsed upon the Notes and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Subsidiary Guarantees
to be endorsed upon all of the Notes issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee. All the
Subsidiary Guarantees so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Subsidiary Guarantees theretofore and
thereafter

                                       80
<PAGE>   86

issued in accordance with the terms of this Indenture as though all of such
Subsidiary Guarantees had been issued at the date of the execution hereof.

         Except as set forth in Article 4 and 5, and notwithstanding clauses (a)
and (b) above, nothing contained in this Indenture or in any of the Notes shall
prevent any consolidation or merger of a Guarantor with or into the Company or
another Guarantor, or shall prevent any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the property or
assets of a Guarantor to the Company or another Guarantor.

Section 10.05. Releases Following Sale of Assets or Designation as an
               Unrestricted Guarantor.

         In the event of (i) a sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the property or assets of any
Guarantor (by way of merger, consolidation or otherwise), or (ii) a sale or
other disposition of all to the Capital Stock of any Guarantor, in each case to
a Person that is not (either before or after giving effect to such transaction)
a Significant Domestic Subsidiary of the Company, then such Guarantor (in the
case of clause (ii)) or the Person acquiring the properties or assets (in the
case of clause (i)) will be released and relieved of any obligations under its
Subsidiary Guarantee; if the transaction described in clause (i) or (ii)
complies with the applicable provisions of this Indenture, including without
limitation Section 4.10. Upon delivery by the Company to the Trustee of an
Officer's Certificate and an Opinion of Counsel to the effect that such
transaction was made by the Company in accordance with the provisions of this
Indenture, including without limitation Section 4.10, the Trustee shall execute
any documents reasonably required in order to evidence the release of any
Guarantor from its obligations under its Subsidiary Guarantee.

         Any Guarantor not released from its obligations under its Subsidiary
Guarantee shall remain liable for the full amount of principal of and premium,
if any, interest and Special Interest, if any, on the Notes and for the other
obligations of any Guarantor under this Indenture as provided in this Article
10.

                                  ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge.

         This Indenture will be discharged and will cease to be of further
effect as to all Notes issued hereunder, (except as to any surviving rights of
registration of transfer or exchange) when:

(1)      either:

         (a)      all Notes that have been authenticated (except lost, stolen or
                  destroyed Notes that have been replaced or paid and Notes for
                  whose payment money has been deposited in trust and thereafter
                  repaid to the Company) have been delivered to the Trustee for
                  cancellation; or

         (b)      all Notes that have not been delivered to the Trustee for
                  cancellation have become due and payable by reason of the
                  mailing of a notice of redemption or otherwise or will become
                  due and payable within one year and the Company or any


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<PAGE>   87

                  Guarantor has irrevocably deposited or caused to be deposited
                  with the Trustee as trust funds in trust solely for the
                  benefit of the Holders, cash in U.S. dollars, non-callable
                  Government Securities, or a combination of cash in U.S.
                  dollars and non-callable Government Securities, in amounts as
                  will be sufficient without consideration of any reinvestment
                  of interest, to pay and discharge the entire indebtedness on
                  the Notes not delivered to the Trustee for cancellation for
                  principal, premium and Special Interest, if any, and accrued
                  interest to the date of maturity;

(2)      no Default or Event of Default shall have occurred and be continuing on
         the date of such deposit or shall occur as a result of such deposit and
         such deposit will not result in a breach or violation of, or constitute
         a default under, any other instrument to which the Company or any
         Guarantor is a party or by which the Company or any Guarantor is bound;

(3)      the Company or any Guarantor has paid or caused to be paid all sums
         payable by it under this Indenture; and

(4)      the Company has delivered irrevocable instructions to the Trustee under
         this Indenture to apply the deposited money toward the payment of the
         Notes at maturity or the Redemption Date, as the case may be.

         In addition, the Company must deliver an Officer's Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

         Notwithstanding the satisfaction and discharge of this Indenture, if
money shall have been deposited with the Trustee pursuant to subclass (b) of
clause (1) of this Section, the provisions of Section 12.02 and Section 8.06
shall survive.

Section 11.02. Application of Trust Money.

         Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium and Special Interest, if any) and interest for
whose payment such money has been deposited with the Trustee; but such money
need not be segregated from other funds except to the extent required by law.

         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 11.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 11.01; provided that if the Company has made any payment of principal
of, premium and Special Interest, if any, or interest on any Notes because of
the reinstatement of its Obligations, the

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<PAGE>   88

Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or Government Securities held by the Trustee
or Paying Agent.

                                  ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA ss.318(c), the imposed duties shall control.

Section 12.02. Notices.

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

         If to the Company and/or any Guarantor:

         Briggs & Stratton Corporation
         12301 West Wirth Street
         Wauwatosa, Wisconsin 53222
         Telephone:  (414) 259-5333
         Fax:  (414) 479-1391
         Attention:  Corporate Secretary

         With a copy to:
         Briggs & Stratton Corporation
         12301 West Wirth Street
         Wauwatosa, Wisconsin 53222
         Telephone:  (414) 259-5333
         Fax:  (414) 479-1391
         Attention:  Corporate General Counsel

         If to the Trustee:
         Bank One, N.A.
         Bank One Plaza
         Suite IL1-0823
         Chicago, IL  60670-0823
         Telecopier No.:  (312) 336-8841
         Attention:  Global Corporate Trust Services Division

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

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days


                                       83
<PAGE>   89

after being deposited in the mail, postage prepaid, if mailed; when answered
back, if telexed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

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

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

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

Section 12.03. Communication by Holders of Notes with Other Holders of Notes.

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

Section 12.04. 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:

         (a) an Officer's Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 12.05) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been satisfied; and

         (b) an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 12.05)
stating that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied.

Section 12.05. Statements Required in Certificate or Opinion.

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

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

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



                                       84
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         (c) a statement that, in the opinion of such Person, such Person has
made such examination or investigation as is necessary to enable such Person to
express an informed opinion as to whether or not such covenant or condition has
been satisfied; and

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

Section 12.06. Rules by Trustee and Agents.

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

Section 12.07. No Personal Liability of Directors, Officers, Employees and
               Stockholders.

         No past, present or future director, officer, employee, incorporator or
shareholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Subsidiary Guarantees or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.

Section 12.08. Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09. No Adverse Interpretation of Other Agreements.

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

Section 12.10. Successors.

         All agreements of the Company in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors. All agreements of each Guarantor in this Indenture shall bind
its successors, except as otherwise provided in Section 10.05.

Section 12.11. Severability.

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



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Section 12.12. Counterpart Originals.

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

Section 12.13. Table of Contents, Headings, etc.

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

                         [Signatures on following page]




                                       86
<PAGE>   92


         IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed as of the day and year above first written.



                            BRIGGS & STRATTON CORPORATION


                            By:      /s/ James E. Brenn
                                 -----------------------------------------------
                                     James E. Brenn, Senior Vice President
                                     and Chief Financial Officer

                            By:      /s/ Carita Twinem
                                 -----------------------------------------------
                                     Carita R. Twinem, Treasurer

                                 BANK ONE, N.A., as Trustee


                            By:      /s/ Marla S. Roth
                                 -----------------------------------------------
                                     Marla S. Roth
                                     Assistant Vice President



                                       87

<PAGE>   93
                                                                      EXHIBIT A

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

                                                                CUSIP

                     8.875% Senior Notes due March 15, 2011

No.

                          BRIGGS & STRATTON CORPORATION

promises to pay to _____________________________________________________________
or registered assigns, the principal sum of ________________________ Dollars on
_________________.

Interest Payment Dates: March 15 and September 15

Record Dates:  March 1 and September 1

Dated:_________________

                                    BRIGGS & STRATTON CORPORATION

                                    By:     ____________________________________
                                            Name:
                                            Title:

                                    By:     ____________________________________
                                            Name:
                                            Title:

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

BANK ONE, N.A.,
   as Trustee

By:   ____________________________________________
                 Authorized Signatory

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


<PAGE>   94
                          BRIGGS & STRATTON CORPORATION

                     8.875% Senior Notes due March 15, 2011

If this is a Global Note, include the following legend pursuant to the
provisions of the Indenture:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OR 9.05 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF BRIGGS & STRATTON
CORPORATION.

If this is a Restricted Security, include the following legends pursuant to the
Indenture:

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
AND (B) BY SUBSEQUENT INVESTORS, AS SET FORTH IN (A) ABOVE, AND IN ADDITION, TO
AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

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

         1. INTEREST AND SPECIAL INTEREST. Briggs & Stratton Corporation, a
Wisconsin corporation (the "Company"), promises to pay interest on the principal
amount of this Note at 8.875% per annum from May 14, 2001 until maturity and
shall pay the Special Interest payable pursuant to Section 2(c) of the
Registration Rights Agreement referred to in paragraph 19 below. The Company
will pay interest and Special Interest, if any, semi-annually in arrears on
March 15 and September 15 of each year, or if any such day is not Business Day,
on the next succeeding Business Day (each an "Interest Payment Date"). Interest
on the Notes will accrue from the most recent date on which interest has been
paid or, if no interest has been paid, from the date of issuance; provided that
if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to in paragraph 2 and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be September 15, 2001. The


                                      A-2
<PAGE>   95

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 at a rate that is 1% per annum in excess of the interest rate
stated in the first sentence of this paragraph; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Special Interest, if any, (without regard to any
applicable grace period) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

         2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Special Interest, if any, to the Persons who are
registered Holders of Notes at the close of business on the September 1 or March
1 next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium, if any, and interest and
Special Interest, if any, at the office or agency of the Company maintained for
such purpose within or without the City and State of New York, or, at the option
of the Company, payment of interest and Special, if any, Interest may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of and premium, if any, and
interest and Special Interest, if any, on, all Global Notes and all other Notes
the Holders of which shall have provided wire transfer instructions to the
Company or the Paying Agent. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

         3. PAYING AGENT AND REGISTRAR. Initially, Bank One, N.A., the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holders of the Notes.
The Company or any of its Subsidiaries may act in any such capacity.

         4. INDENTURE. The Company issued the Notes under an Indenture dated May
14, 2001 ("Indenture") between the Company, the Guarantors listed on Schedule 1
thereto and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes
are subject to all such terms, and Holders are referred to the Indenture and
such Act for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are unsecured obligations
of the Company limited to $275,000,000 aggregate principal amount.

         5. OPTIONAL REDEMPTION. The notes may be redeemed in whole at any time
or in part from time to time, at our option, at a redemption price equal to the
greater of:

         (1) 100% of the principal amount of the notes to be redeemed, and

         (2) the sum of the present values of the remaining scheduled payments
of principal and interest on the notes to be redeemed (exclusive of interest
accrued to the Redemption Date) discounted to the Redemption Date on a
semi-annual basis (assuming a 360-year consisting of twelve 30-day months) at
the applicable Treasury Rate plus 50 basis points, plus accrued and unpaid
interest on the principal amount being redeemed to the Redemption Date.

         Except pursuant to the preceding paragraphs, the Notes will not be
redeemable at the Company's option prior to maturity.


                                      A-3
<PAGE>   96

         6. MANDATORY REDEMPTION. Except as set forth in paragraph 7 below, the
Company shall not be required to make mandatory redemption payments, sinking
fund payments or repurchase payments with respect to the Notes.

         7. REPURCHASE AT OPTION OF HOLDER.

         (a) If a Change of Control occurs, each Holder of Notes shall have the
right to require the Company to repurchase all or any part (equal to $1,000 or
an integral multiple of $1,000) of that Holder's Notes pursuant to a Change of
Control Offer on the terms set forth in the Indenture. In the Change of Control
Offer, the Company shall offer a Change of Control Payment in cash equal to 101%
of the aggregate principal amount of Notes repurchased plus, in each case,
accrued and unpaid interest and Special Interest, if any, on the Notes
repurchased, to the date of purchase. Within ten days following any Change of
Control, the Company shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase Notes on the purchase date specified in the notice, which date
shall be no earlier than 30 days and no later than 60 days from the date such
notice is mailed, pursuant to the procedures required by the Indenture and
described in such notice.

         (b) If the Company or a Restricted Subsidiary consummates any Asset
Sales, within five Business Days of each date on which the aggregate amount of
Excess Proceeds exceeds $10.0 million, the Company shall commence an Asset Sale
Offer pursuant to Section 3.09 of the Indenture to purchase the maximum
principal amount of Notes that may be purchased out of the Excess Proceeds at an
offer price in cash in an amount equal to 100% of the principal amount thereof
plus accrued and unpaid interest and Special Interest, if any, to the date of
purchase, in accordance with the procedures set forth in the Indenture. To the
extent that the aggregate amount of Notes and other pari passu Indebtedness
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
Company (or such Restricted Subsidiary) may use such deficiency for general
corporate purposes. If the aggregate principal amount of Notes surrendered by
Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes to be purchased on a pro rata basis. Holders of Notes that are the
subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase "
on the reverse of the Notes.

         8. NOTICE OF REDEMPTION. Notice of redemption will be given at least 30
days but not more than 60 days before the Redemption Date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the Redemption Date (assuming the Company has made the payment due upon
redemption) interest (and Special Interest, if any) ceases to accrue on Notes or
portions thereof called for redemption .

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

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


                                      A-4

<PAGE>   97

         11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Subsidiary Guarantees or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes, and any existing default in
compliance with any provision of the Indenture, the Subsidiary Guarantees or the
Notes may be waived with the consent of the Holders of a majority in aggregate
principal amount of the then outstanding Notes. Without the consent of any
Holder of Note, the Indenture, the Subsidiary Guarantees or the Notes may be
amended or supplemented to (i) cure any ambiguity, defect, mistake or
inconsistency; (ii) provide for uncertificated Notes in addition to or in place
of certificated Notes; (iii) provide for the assumption of the Company's or
Guarantors' obligations to Holders of Notes in the case of merger or
consolidation or sale of all or substantially all of the Company's assets; (iv)
make any change that would provide any additional rights or benefits to the
Holders of Notes or that does not adversely affect the legal rights hereunder of
any such Holder; (v) comply with requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act; or
(vi) allow any Guarantor to execute a supplemental indenture to the Indenture in
respect of a Subsidiary Guarantee.

         12. DISCHARGE, LEGAL DEFEASANCE AND COVENANT DEFEASANCE. This Note is
subject to legal defeasance and covenant defeasance, and the Indenture is
subject to discharge, all as described in the Indenture.

         13. EVENTS OF DEFAULT. If any Event of Default with respect to the
Notes shall occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         14. PARTIAL REDEMPTION OR REPURCHASE. In the event of a redemption or
repurchase of this Note in part only, a new Note or Notes for the unredeemed or
unrepurchased portion hereof will be issued in the name of the Holder hereof
upon cancellation hereof.

         15. TRUSTEE DEALINGS WITH COMPANY. The Trustee, 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,
incorporator or shareholder, of the Company or any Guarantor, as such, shall not
have any liability for any obligations of the Company or the Guarantors under
the Notes, the Indenture or the Subsidiary Guarantees 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 authenticated by
the manual signature of the Trustee or an authenticating agent.

         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 RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Exchange and
Registration Rights Agreement, dated as of May 9, 2001, (the "Registration
Rights Agreement"), between the Company and the parties named on the signature
pages thereof.

                                      A-5

<PAGE>   98

         20. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices relating to redemption and repurchase 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 relating to redemption or repurchase and
reliance may be placed only on the other identification numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture or the Registration Rights Agreement. Requests
may be made to:

Briggs & Stratton Corporation
12301 West Wirth Street
Wauwatosa, Wisconsin  53222
Attention:  Corporate Secretary

                                      A-6
<PAGE>   99



                                 ASSIGNMENT FORM

       To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)


--------------------------------------------------------------------------------
                  (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.

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

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

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


                                      A-7
<PAGE>   100
                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                 | | Section 4.10           | | Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

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

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

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

                                   Tax Identification No.:
                                                          ----------------------

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

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

                                      A-8
<PAGE>   101

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Briggs & Stratton Corporation
12301 West Wirth Street
Wauwatosa, Wisconsin 53222
Attention:  Corporate Secretary

Bank One, N.A.
1 Bank One Plaza, Suite IL1-0814
Chicago, Illinois 60670-0814
Attention:  Global Corporate Trust Services Division

         Re: 8.875% Senior Notes due March 15, 2011

         Reference is hereby made to the Indenture, dated as of May 14, 2001
(the "Indenture"), by and among Briggs & Stratton Corporation, as issuer (the
"Company"), the Guarantors listed on Schedule I thereto and Bank One, N.A., as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         ___________________, (the "Transferor") owns and proposes to transfer
the Note[s]or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         1. | | CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and /or the Definitive Note and
in the Indenture and the Securities Act.

         2. | | CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in
the United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act and (iii) the transaction is not part of a plan or
scheme to evade the registration


                                      B-1

<PAGE>   102

requirements of the Securities Act. Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on Transfer
enumerated in the Private Placement Legend printed on the 144A Global Note
and/or the Definitive Note and in the Indenture and the Securities Act.

         3. | | CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE
SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one) :

                (a) | | such Transfer is being effected pursuant to and in
         accordance with Rule 144 under the Securities Act;

                                       or

                (b) | | such Transfer is being effected to the Company or a
         subsidiary thereof;

                                       or

                (c) | | such Transfer is being effected pursuant to an effective
         registration statement under the Securities Act and in compliance with
         the prospectus delivery requirements of the Securities Act;

                                       or

                (d) | | such Transfer is being effected to an Institutional
         Accredited Investor and pursuant to an exemption from the registration
         requirements of the Securities Act other than Rule 144A, Rule 144 or
         Rule 904, and the Transferor hereby further certifies that it has not
         engaged in any general solicitation within the meaning of Regulation D
         under the Securities Act and the Transfer complies with the transfer
         restrictions applicable to beneficial interests in a Restricted Global
         Note or Restricted Definitive Notes and the requirements of the
         exemption claimed, which certification is supported by a certificate
         executed by the Transferee in the form of Exhibit D to the Indenture.
         Upon consummation of the proposed transfer in accordance with the terms
         of the Indenture, the transferred beneficial interest or Definitive
         Note will be subject to the restrictions on transfer enumerated in the
         Private Placement Legend printed on the 144A Global Note and/or the
         Definitive Notes and in the Indenture and the Securities Act.

         4. | | CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.


         (a) | | CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.


                                      B-2

<PAGE>   103

         (b) | | CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

         (c) | | CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                       -----------------------------------------
                                              [Insert Name of Transferor]

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


                                      B-3

<PAGE>   104



                       ANNEX A TO CERTIFICATE OF TRANSFER

         1.     The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

                     (a) | | a beneficial interest in the 144A Global Note
                             (CUSIP _____).

                     (b) | | a Restricted Definitive Note.

         2.     After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                     (a) | |  a beneficial interest in the:

                         (i) | | 144A Global Note (CUSIP _________), or

                         (ii)| | Unrestricted Global Note (CUSIP _________); or

                     (b) | | a Restricted Definitive Note; or

                     (c) | | an Unrestricted Definitive Note,

                     in accordance with the terms of the Indenture.



                                      B-4
<PAGE>   105
                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Briggs & Stratton Corporation
12301 West Wirth Street
Wauwatosa, Wisconsin 53222
Attention:  Corporate Secretary

Bank One, N.A.
1 Bank One Plaza, Suite IL1-0814
Chicago, Illinois 60670-0814
Attention:  Global Corporate Trust Services Division

         Re: 8.875% Senior Notes due March 15, 2011

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of May 14, 2001
(the "Indenture"), by and among Briggs & Stratton Corporation, as issuer (the
"Company"), the Guarantors listed on Schedule I thereto and Bank One, N.A., as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

         1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE

         (a) | | CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

         (b) | | CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


                                      C-1

<PAGE>   106

         (c) | | CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (d) | | CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner' as Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

         (a) | | CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner' as beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

         (b) | | CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the 144A
Global Note, with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Definitive Notes and pursuant
to and in accordance with the Securities Act, and in compliance with any
applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.

                                      C-2
<PAGE>   107


                                                                       EXHIBIT C

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                       -----------------------------------------
                                             [Insert Name of Transferor]
                                       By:

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

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

                                      C-3
<PAGE>   108
                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Briggs & Stratton Corporation
12301 West Wirth Street
Wauwatosa, Wisconsin 53222
Attention:  Corporate Secretary

Bank One, N.A.
1 Bank One Plaza, Suite IL1-0814
Chicago, Illinois 60670-0814
Attention:  Global Corporate Trust Services Division

         Re: 8.875% Senior Notes due March 15, 2011

         Reference is hereby made to the Indenture, dated as of May 14, 2001
(the "Indenture"), by and among Briggs & Stratton Corporation, as issuer (the
"Company"), the Guarantors listed on Schedule I thereto and Bank One, N.A., as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:

         (c) |_| a beneficial interest in a Global Note, or

         (d) |_| a Definitive Note,

         we confirm that:

         1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

         2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
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 the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.


                                      D-1

<PAGE>   109
         3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, 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 bear a legend to the foregoing effect.

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

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

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

                                       -----------------------------------------
                                         [Insert Name of Accredited Investor]

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

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

                                      D-2
<PAGE>   110

                                                                       EXHIBIT E

                         [FORM OF NOTATION OF GUARANTEE]

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of May 14, 2001 (the "Indenture") by and
among Briggs & Stratton Corporation, the Guarantors listed on Schedule I thereto
and Bank One, N.A., as trustee (the "Trustee"), (a) the due and punctual payment
of the principal of, premium, if any, and interest, and Special Interest, if
any, on the Notes (as defined in the Indenture), whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest
on overdue principal and premium, and, to the extent permitted by law, interest,
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee all in accordance with the terms of the Indenture and
(b) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, that the same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. The Obligations of the
Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary
Guarantee and the Indenture are expressly set forth in Article 10 of the
Indenture and reference is hereby made to the Indenture for the precise terms of
the Subsidiary Guarantee. Each Holder of Note, by accepting the same, agrees to
and shall be bound by such provisions.

                                                  [NAME OF GUARANTOR(S)]

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

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

                                      E-1
<PAGE>   111

                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Briggs & Stratton Corporation (or its permitted successor), a
Wisconsin corporation (the "Company"), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and Bank One, N.A., as trustee
under the indenture referred to below (the "Trustee").

                               W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of May 14, 2001, providing for
the issuance of an aggregate principal amount of up to $275,000,000 of 8.875%
Senior Notes due March 15, 2011 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

         2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

            (a) Along with all Guarantors named in the Indenture, to jointly and
         severally Guarantee to each Holder of a Note authenticated and
         delivered by the Trustee and to the Trustee and its successors and
         assigns, irrespective of the validity and enforceability of the
         Indenture, the Notes or the obligations of the Company hereunder or
         thereunder, that:

                (i) the principal, premium, if any, of and interest and Special
            Interest, if any, on the Notes will be promptly paid in full when
            due, whether at maturity, by acceleration, redemption, repurchase or
            otherwise, and interest on the overdue principal of and interest and
            Special Interest on the Notes, if any, if lawful, and all other
            Obligations of the Company to the Holders or the Trustee hereunder
            or thereunder will be promptly paid in full or performed, all in
            accordance with the terms hereof and thereof; and

                (ii) in case of any extension of time of payment or renewal of
            any Notes or any of such other Obligations, that same will be
            promptly paid in full when due or performed in accordance with the
            terms of the extension or renewal, whether at stated maturity, by
            acceleration or otherwise, subject to the limitations set forth in
            the Indenture. Failing payment when due of any amount so guaranteed
            or any performance so

                                      F-1

<PAGE>   112

            guaranteed for whatever reason, the Guarantors shall be jointly and
            severally obligated to pay the same immediately.

            (b) The Obligations hereunder shall be unconditional, irrespective
         of the validity, regularity or enforceability of the Notes or the
         Indenture, the absence of any action to enforce the same, any waiver or
         consent by any Holder of the Notes with respect to any provisions
         hereof or thereof, the recovery of any judgment against the Company,
         any action to enforce the same or any other circumstance which might
         otherwise constitute a legal or equitable discharge or defense of
         guarantor.

            (c) The following is hereby waived: diligence, presentment, demand
         of payment, filing of claims with a court in the event of insolvency or
         bankruptcy of the Company, any right to require a proceeding first
         against the Company, protest, notice and all demands whatsoever.

            (d) This Subsidiary Guarantee shall not be discharged except by
         complete performance of the obligations contained in the Notes and the
         Indenture, and the Guaranteeing Subsidiary accepts all obligations of a
         Guarantor under the Indenture.

            (e) If any Holder or the Trustee is required by any court or
         otherwise to return to the Company, the Guarantors, or any Custodian,
         acting in relation to either the Company or the Guarantors, any amount
         paid by either to the Trustee or such Holder, this Subsidiary
         Guarantee, to the extent theretofore discharged, shall be reinstated in
         full force and effect.

            (f) The Guaranteeing Subsidiary shall not be entitled to any right
         of subrogation in relation to the Holders in respect of any Obligations
         guaranteed hereby until payment in full of all Obligations guaranteed
         hereby.

            (g) As between the Guarantors, on the one hand, and the Holders and
         the Trustee, on the other hand, (x) the maturity of the Obligations
         guaranteed hereby may be accelerated as provided in Article 6 of the
         Indenture for the purposes of this Subsidiary Guarantee,
         notwithstanding any stay, injunction or other prohibition preventing
         such acceleration in respect of the Obligations guaranteed hereby, and
         (y) in the event of any declaration of acceleration of such Obligations
         as provided in Article 6 of the Indenture, such Obligations (whether or
         not due and payable) shall forthwith become due and payable by the
         Guarantors for the purpose of this Subsidiary Guarantee (subject to any
         subsequent rescission or cancellation of any acceleration in accordance
         with Section 6.02 of the Indenture).

            (h) The Guarantors shall have the right to seek contribution from
         any non-paying Guarantor so long as the exercise of such right does not
         impair the rights of the Holders under the Subsidiary Guarantee.

            (i) Pursuant to Section 10.02 of the Indenture, after giving effect
         to any maximum amount and any other contingent and fixed liabilities
         that are relevant under any applicable Bankruptcy or fraudulent
         conveyance laws, and after giving effect to any collections from,
         rights to receive contribution from or payments made by or on behalf of
         any other Guarantor in respect of the obligations of such other
         Guarantor under Article 10 of the Indenture, this new Subsidiary
         Guarantee shall be limited to the maximum amount permissible such that
         the Obligations of such Guarantor under this Subsidiary Guarantee will
         not constitute a fraudulent transfer or conveyance.


                                      F-2

<PAGE>   113

         3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Subsidiary Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.

         4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

            (a) Except as otherwise provided in Section 5(a) below, the
         Guaranteeing Subsidiary may not (i) consolidate or merge with or into
         (whether or not such Guarantor is the surviving Person) or (ii) sell,
         assign, transfer, lease, convey or otherwise dispose of all or
         substantially all of its properties or assets to another Person,
         unless:

                (i) subject to Section 5 below either: (x) the Person formed by
            or surviving any such consolidation or merger (if other than a
            Guarantor or the Company) or the Person acquiring the property or
            assets in any such sale, assignment, transfer, lease, conveyance or
            other disposition, unconditionally assumes all the Obligations of
            such Guarantor under the Notes, the Indenture, its Subsidiary
            Guarantee and the Registration Rights Agreement, pursuant to a
            supplemental indenture in form and substance reasonably satisfactory
            to the Trustee, on the terms set forth herein or therein; or (y) the
            Net Proceeds of such sale, assignment, transfer, lease, conveyance
            or other disposition are applied in accordance with the applicable
            provisions of the Indenture; and

                (ii) immediately after giving effect to such transaction, no
            Default or Event of Default exists.

            (b) In case of any such consolidation, merger, sale, assignment,
         transfer, lease or conveyance or other disposition and upon the
         assumption by the successor Person, by supplemental indenture, executed
         and delivered to the Trustee and satisfactory in form to the Trustee,
         of the Subsidiary Guarantee endorsed upon the Notes and the due and
         punctual performance of all of the covenants and conditions of the
         Indenture to be performed by the Guarantor, such successor Person shall
         succeed to and be substituted for the Guarantor with the same effect as
         if it had been named herein as a Guarantor. Such successor Person
         thereupon may cause to be signed any or all of the Subsidiary
         Guarantees to be endorsed upon all of the Notes issuable hereunder
         which theretofore shall not have been signed by the Company and
         delivered to the Trustee. All the Subsidiary Guarantees so issued shall
         in all respects have the same legal rank and benefit under the
         Indenture as the Subsidiary Guarantees theretofore and thereafter
         issued in accordance with the terms of the Indenture as though all of
         such Subsidiary Guarantees had been issued at the date of the execution
         hereof.

            (c) Except as set forth in Articles 4 and 5 of the Indenture, and
         notwithstanding clauses (a) and (b) above, nothing contained in the
         Indenture or in any of the Notes shall prevent any consolidation or
         merger of a Guarantor with or into the Company or another Guarantor, or
         shall prevent any sale, assignment, transfer, lease or conveyance or
         other disposition of the property or assets of a Guarantor to the
         Company or another Guarantor.

         5. RELEASES.

            (a) In the event of a (i) sale, assignment, transfer, lease,
         conveyance or other disposition of all of the property or assets of any
         Guarantor, by way of merger, consolidation or otherwise, or (ii) a sale
         or other disposition of all to the Capital Stock of any Guarantor, in
         each case to a Person that is not (either before or after giving effect
         to such transaction) a Significant Domestic Subsidiary of the Company,
         then such Guarantor (in the case of clause (ii)) or the


                                      F-3

<PAGE>   114

         Person acquiring the property or assets (in the case of clause (i))
         will be released and relieved of any obligations under its Subsidiary
         Guarantee if the transaction described in clause (i) or (ii) complies
         with the applicable provisions of the Indenture, including without
         limitation Section 4.10 of the Indenture. Upon delivery by the Company
         to the Trustee of an Officer's Certificate and an Opinion of Counsel to
         the effect that such transaction was made by the Company in accordance
         with the provisions of the Indenture, including without limitation
         Section 4.10 of the Indenture, the Trustee shall execute any documents
         reasonably required in order to evidence the release of any Guarantor
         from its obligations under its Subsidiary Guarantee.

            (b) Any Guarantor not released from its obligations under its Note
         Guarantee shall remain liable for the full amount of principal of and
         premium, if any, interest and Special Interest, if any, on the Notes
         and for the other obligations of any Guarantor under the Indenture as
         provided in Article 10 of the Indenture.

         6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, shareholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes.

         7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

         9. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

         10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.


                                      F-4
<PAGE>   115


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

         Dated:          ,
               ---------- -------
                                       [GUARANTEEING SUBSIDIARY]

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

                                       BRIGGS & STRATTON CORPORATION

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

                                       [EXISTING GUARANTORS]

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

                                       BANK ONE, N.A.,
                                          as Trustee

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

                                      F-5
<PAGE>   116




                                   SCHEDULE I

                             SCHEDULE OF GUARANTORS

         The following schedule lists each Guarantor under the Indenture as of
the Issue Date:


                                      F-6