<PAGE>   1

                                                                    EXHIBIT 4.13

================================================================================

                        HAYES LEMMERZ INTERNATIONAL, INC.


                          THE GUARANTORS NAMED HEREIN,


                                       and


                      BNY MIDWEST TRUST COMPANY, as Trustee


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


                                    INDENTURE


                            Dated as of June 15, 2001


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


                                  $300,000,000


                          11 7/8% Senior Notes due 2006



================================================================================


<PAGE>   2







                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                                                     Indenture
Section                                                                                    Section
-------                                                                                    -------
<S>                                                                                       <C>
310   (a)(1).......................................................................          7.10
      (a)(2).......................................................................          7.10
      (a)(3).......................................................................          N.A.
      (a)(4).......................................................................          N.A.
      (a)(5).......................................................................          7.10
      (b)..........................................................................          7.08; 7.10; 11.02
      (b)(1).......................................................................          7.10
      (c)..........................................................................          N.A.
311   (a)..........................................................................          7.11
      (b)..........................................................................          7.11
      (c)..........................................................................          N.A.
312   (a)..........................................................................          2.05
      (b)..........................................................................          11.03
      (c)..........................................................................          11.03
313   (a)..........................................................................          7.06
      (b)(1).......................................................................          7.06
      (b)(2).......................................................................          7.06
      (c)..........................................................................          7.06; 11.02
      (d)..........................................................................          7.06
314   (a)..........................................................................          4.02; 4.04; 11.02
      (b)..........................................................................          N.A.
      (c)(1).......................................................................          11.04; 11.05
      (c)(2).......................................................................          11.04; 11.05
      (c)(3).......................................................................          N.A.
      (d)..........................................................................          N.A.
      (e)..........................................................................          11.05
      (f)..........................................................................          N.A.
315   (a)..........................................................................          7.01; 7.02
      (b)..........................................................................          7.05; 11.02
      (c)..........................................................................          7.01
      (d)..........................................................................          6.05; 7.01; 7.02
      (e)..........................................................................          6.11
316   (a) (last sentence)..........................................................          11.06
      (a)(1)(A)....................................................................          6.05
      (a)(1)(B)....................................................................          6.04
      (a)(2).......................................................................          8.02; 11.06
      (b)..........................................................................          6.07
      (c)..........................................................................          8.04
317   (a)(1).......................................................................          6.08
      (a)(2).......................................................................          6.09
      (b)..........................................................................          7.12
318   (a)..........................................................................          11.01
</TABLE>

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

N.A. means Not Applicable

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



<PAGE>   3


                                TABLE OF CONTENTS

<TABLE>
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                                                                 ARTICLE 1

                                                 DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.               Definitions.......................................................................1
Section 1.02.               Other Definitions................................................................28
Section 1.03.               Incorporation by Reference of Trust Indenture Act................................29
Section 1.04.               Rules of Construction............................................................30

                                                                 ARTICLE 2

                                                                 THE NOTES

Section 2.01.               Amount of Notes and Form and Dating..............................................30
Section 2.02.               Execution and Authentication.....................................................32
Section 2.03.               Registrar and Paying Agent.......................................................33
Section 2.04.               Paying Agent To Hold Assets in Trust.............................................33
Section 2.05.               Noteholder Lists.................................................................34
Section 2.06.               Transfer and Exchange............................................................34
Section 2.07.               Replacement Notes................................................................35
Section 2.08.               Outstanding Notes................................................................36
Section 2.09.               Temporary Notes..................................................................36
Section 2.10.               Cancellation.....................................................................37
Section 2.11.               Defaulted Interest...............................................................37
Section 2.12.               Deposit of Moneys................................................................37
Section 2.13.               CUSIP Number.....................................................................38
Section 2.14.               Book-Entry Provisions for Global Notes...........................................38
Section 2.15.               Special Transfer Provisions......................................................41
Section 2.16.               Computation of Interest..........................................................43
Section 2.17.               Issuance of Additional Notes.....................................................43

                                                                 ARTICLE 3

                                                                REDEMPTION

Section 3.01.               Notices to Trustee...............................................................44
Section 3.02.               Selection by Trustee of Notes To Be Redeemed.....................................45
Section 3.03.               Notice of Redemption.............................................................45
Section 3.04.               Effect of Notice of Redemption...................................................46
Section 3.05.               Deposit of Redemption Price......................................................47
Section 3.06.               Notes Redeemed in Part...........................................................47
</TABLE>

                                      -i-


<PAGE>   4

<TABLE>
<CAPTION>
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                                                                 ARTICLE 4

                                                                 COVENANTS

Section 4.01.               Payment of Notes.................................................................47
Section 4.02.               SEC Reports......................................................................48
Section 4.03.               Waiver of Stay, Extension or Usury Laws..........................................49
Section 4.04.               Compliance Certificate...........................................................49
Section 4.05.               Payment of Taxes and Other Claims................................................50
Section 4.06.               Maintenance of Properties and Insurance..........................................50
Section 4.07.               Compliance with Laws.............................................................51
Section 4.08.               Corporate Existence..............................................................52
Section 4.09.               Maintenance of Office or Agency..................................................52
Section 4.10.               Limitation on Additional Indebtedness............................................53
Section 4.11.               Limitation on Foreign Indebtedness...............................................54
Section 4.12.               Limitation on Common Stock of Subsidiaries.......................................55
Section 4.13.               Limitation on Restricted Payments................................................55
Section 4.14.               Limitation on Certain Asset Sales................................................57
Section 4.15.               Limitation on Transactions with Affiliates.......................................60
Section 4.16.               Limitations on Liens.............................................................61
Section 4.17.               Limitation on Creation of Subsidiaries...........................................62
Section 4.18.               Payments for Consent.............................................................62
Section 4.19.               Change of Control................................................................62

                                                                 ARTICLE 5

                                                           SUCCESSOR CORPORATION

Section 5.01.               Limitation on Consolidation, Merger and Sale of Assets...........................66
Section 5.02.               Successor Person Substituted.....................................................67
</TABLE>

                                      -ii-


<PAGE>   5

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<S>                                                                                                        <C>
                                                                 ARTICLE 6

                                                           DEFAULTS AND REMEDIES

Section 6.01.               Events of Default................................................................67
Section 6.02.               Acceleration.....................................................................69
Section 6.03.               Other Remedies...................................................................70
Section 6.04.               Waiver of Past Defaults and Events of Default....................................70
Section 6.05.               Control by Majority..............................................................70
Section 6.06.               Limitation on Suits..............................................................71
Section 6.07.               Rights of Holders To Receive Payment.............................................71
Section 6.08.               Collection Suit by Trustee.......................................................72
Section 6.09.               Trustee May File Proofs of Claim.................................................72
Section 6.10.               Priorities.......................................................................73
Section 6.11.               Undertaking for Costs............................................................73

                                                                 ARTICLE 7

                                                                  TRUSTEE

Section 7.01.               Duties of Trustee................................................................74
Section 7.02.               Rights of Trustee................................................................75
Section 7.03.               Individual Rights of Trustee.....................................................76
Section 7.04.               Trustee's Disclaimer.............................................................77
Section 7.05.               Notice of Default................................................................77
Section 7.06.               Reports by Trustee to Holders....................................................77
Section 7.07.               Compensation and Indemnity.......................................................77
Section 7.08.               Replacement of Trustee...........................................................79
Section 7.09.               Successor Trustee by Consolidation, Merger or Conversion.........................80
Section 7.10.               Eligibility; Disqualification....................................................80
Section 7.11.               Preferential Collection of Claims Against Company................................80
Section 7.12.               Paying Agents....................................................................80

                                                                 ARTICLE 8

                                                    AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.01.               Without Consent of Holders.......................................................81
Section 8.02.               With Consent of Holders..........................................................82
Section 8.03.               Compliance with Trust Indenture Act..............................................83
Section 8.04.               Revocation and Effect of Consents................................................83
Section 8.05.               Notation on or Exchange of Notes.................................................84
Section 8.06.               Trustee To Sign Amendments, etc..................................................84
</TABLE>

                                     -iii-



<PAGE>   6

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<CAPTION>
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<S>                                                                                                        <C>
                                                                ARTICLE 9

                                                    DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01.               Discharge of Indenture...........................................................85
Section 9.02.               Legal Defeasance.................................................................85
Section 9.03.               Covenant Defeasance..............................................................86
Section 9.04.               Conditions to Defeasance or Covenant Defeasance..................................87
Section 9.05.               Deposited Money and U.S. Government Obligations To Be Held
                               in Trust; Other Miscellaneous Provisions......................................89
Section 9.06.               Reinstatement....................................................................90
Section 9.07.               Moneys Held by Paying Agent......................................................90
Section 9.08.               Moneys Held by Trustee...........................................................90

                                                                ARTICLE 10

                                                            GUARANTEE OF NOTES

Section 10.01.              Guarantee........................................................................91
Section 10.02.              Execution and Delivery of Guarantees.............................................93
Section 10.03.              Limitation of Guarantee..........................................................93
Section 10.04.              Additional Guarantors............................................................93
Section 10.05.              Release of Guarantor.............................................................94

                                                                ARTICLE 11

                                                               MISCELLANEOUS

Section 11.01.              Trust Indenture Act Controls.....................................................94
Section 11.02.              Notices..........................................................................94
Section 11.03.              Communications by Holders with Other Holders.....................................96
Section 11.04.              Certificate and Opinion as to Conditions Precedent...............................96
Section 11.05.              Statements Required in Certificate and Opinion...................................96
Section 11.06.              When Treasury Notes Disregarded..................................................97
Section 11.07.              Rules by Trustee and Agents......................................................97
Section 11.08.              Business Days; Legal Holidays....................................................97
Section 11.09.              Governing Law....................................................................98
Section 11.10.              No Adverse Interpretation of Other Agreements....................................98
Section 11.11.              No Recourse Against Others.......................................................98
Section 11.12.              Successors.......................................................................98
Section 11.13.              Multiple Counterparts............................................................98
Section 11.14.              Table of Contents, Headings, etc.................................................99
Section 11.15.              Separability.....................................................................99
</TABLE>


                                      -iv-


<PAGE>   7


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<CAPTION>
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<S>                                                                                                        <C>
EXHIBITS

Exhibit A.                  Form of Note....................................................................A-1
Exhibit B.                  Form of Private Placement Legend................................................B-1
Exhibit C.                  Form of Assignment..............................................................C-1
Exhibit D.                  Form of Legend for Global Note..................................................D-1
Exhibit E.                  Form of Certificate for Non-QIB Transfers.......................................E-1
Exhibit F.                  Form of Certificate for Regulation S Transfers..................................F-1
Exhibit G.                  Form of Guarantee...............................................................G-1
</TABLE>


                                      -v-

<PAGE>   8





                  INDENTURE, dated as of June 15, 2001, among HAYES LEMMERZ
INTERNATIONAL, INC., a Delaware corporation, as Issuer (the "Company"), the
GUARANTORS (as hereinafter defined) and BNY MIDWEST TRUST COMPANY, an Illinois
trust company, as Trustee (the "Trustee").

                  The Company has duly authorized the creation of an issue of
11-7/8% Senior Notes due 2006 in the form of $300,000,000 aggregate principal
amount of Initial Notes (as defined below), and such Additional Notes (as
defined below) (together with the Initial Notes, the "Notes") in aggregate
principal amount not to exceed $100,000,000 that the Company may from time to
time choose to issue pursuant to this Indenture, and, to provide therefor, the
Company has duly authorized the execution and delivery of this Indenture.

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Company's 11
7/8% Senior Notes due 2006 (the "Notes"):

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.01. Definitions.

                  "8 1/4% Notes" means the 8 1/4% Senior Subordinated Notes due
2008 of the Company.

                  "9 1/8% Notes" means the 9 1/8% Senior Subordinated Notes due
2007 of the Company issued June 30, 1997 and July 15, 1997.

                  "11% Notes" means the 11% Senior Subordinated Notes due 2006
of the Company.

                  "Acquired Indebtedness" means Indebtedness of a Person
(including an Unrestricted Subsidiary) existing at the time such Person becomes
a Restricted Subsidiary or is merged or consolidated with or into the Company or
a Restricted Subsidiary or assumed in connection with the acquisition of assets
from such Person.

                  "Additional Interest" means additional interest on the Notes
which the Company and the Guarantors, jointly and


<PAGE>   9
                                      -2-


severally, agree to pay to the Holders pursuant to Section 4(a) of the
Registration Rights Agreement.

                  "Additional Notes" means Notes (other than the Initial Notes
or issuances under Section 2.06 or 2.07) not to exceed $100,000,000 issued under
this Indenture from time to time in accordance with Sections 2.01, 2.02, 2.17
and 4.10 hereof and Exchange Notes and Private Exchange Notes, if any, issued in
exchange for such Notes.

                  "Adjusted EBITDA" means, for any Person, for any period, the
EBITDA of such Person, plus any amounts excluded from the calculation of the
Consolidated Net Income of such Person pursuant to clause (b) of the definition
thereof.

                  "Adjusted Net Assets" of a Guarantor at any date shall mean
the lesser of the amount by which (x) the fair value of the property of such
Guarantor exceeds the total amount of liabilities, including, without
limitation, contingent liabilities (after giving effect to all other fixed and
contingent liabilities (including, without limitation, any guarantees of Senior
Indebtedness)), but excluding liabilities under the Guarantee, of such Guarantor
at such date and (y) the present fair salable value of the assets of such
Guarantor at such date exceeds the amount that will be required to pay the
probable liability of such Guarantor on its debts (after giving effect to all
other fixed and contingent liabilities (including, without limitation, any
guarantees of Senior Indebtedness) and after giving effect to any collection
from any Subsidiary of such Guarantor in respect of the obligations of such
Subsidiary under the Guarantee), excluding Indebtedness in respect of the
Guarantee, as they become absolute and matured.

                  "Affiliate" of any specified Person means any other Person
which directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. For the
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling," "controlled by," and "under common control with"), 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.


<PAGE>   10
                                      -3-


                  "Agent" means any Registrar, Paying Agent, co-registrar or
agent for service of notices and demands.

                  "Amended Credit Agreement" means the Third Amended and
Restated Credit Agreement, dated as of February 3, 1999, among the Company,
CIBC, as administrative agent and co-lead arranger, Credit Suisse First Boston,
as syndication agent and co-lead arranger, Merrill Lynch Capital Corporation, as
co-documentation agent, and Dresdner Bank AG, as co-documentation agent and
European swing line administrator, and the lenders from time to time parties
thereto as such agreement has been and may be amended, modified or supplemented
from time to time, or deferred, renewed, extended, refunded, refinanced,
restructured or replaced from time to time in whole or in part (whether with the
original administrative agent and lenders or other agents and lenders or
otherwise, and whether provided under the Third Amended and Restated Credit
Agreement or other amended credit agreements or otherwise).

                  "Argosy" means CIBC WG Argosy Merchant Fund 2, L.L.C.

                  "Asset Sale" means the sale, transfer or other disposition in
any single transaction or series of related transactions of (a) any Capital
Stock of or other equity interest in any Restricted Subsidiary of the Company,
(b) all or substantially all of the assets of the Company or of any Restricted
Subsidiary thereof, (c) real property or (d) all or substantially all of the
assets of any business owned by the Company or any Restricted Subsidiary
thereof, or a division, line of business or comparable business segment of the
Company or any Restricted Subsidiary thereof; provided that Asset Sales shall
not include (i) sales, leases, conveyances, transfers or other dispositions to
the Company or to a Restricted Subsidiary or to any other Person if after giving
effect to such sale, lease, conveyance, transfer or other disposition such other
Person becomes a Restricted Subsidiary, or (ii) leases, conveyances or other
transfers by the Company or a Restricted Subsidiary of Property to any Person as
an Investment in such Person; provided that the Company or such Restricted
Subsidiary receives consideration at the time of such lease, conveyance or other
transfer at least equal to the fair market value of such Property and such
Investment is included in clause (v) of the second paragraph of Section 4.13.

                  "Asset Sale Proceeds" means, with respect to any Asset Sale,
(i) cash received by the Company or any Restricted


<PAGE>   11
                                      -4-


Subsidiary from such Asset Sale (including cash received as consideration for
the assumption of liabilities incurred in connection with or in anticipation of
such Asset Sale), after (a) provision for all income or other taxes measured by
or resulting from such Asset Sale, (b) payment of all brokerage commissions,
underwriting and other fees and expenses related to such Asset Sale, (c)
provision for minority interest holders in any Restricted Subsidiary as a result
of such Asset Sale and (d) deduction of appropriate amounts to be provided by
the Company or a Restricted Subsidiary as a reserve, in accordance with GAAP,
against any liabilities associated with the assets sold or disposed of in such
Asset Sale and retained by the Company or a Restricted Subsidiary after such
Asset Sale, including, without limitation, pension and other post-employment
benefit liabilities and liabilities related to environmental matters or against
any indemnification obligations associated with the assets sold or disposed of
in such Asset Sale, and (ii) promissory notes and other non-cash consideration
received by the Company or any Restricted Subsidiary from such Asset Sale or
other disposition upon the liquidation or conversion of such notes or non-cash
consideration into cash.

                  "Attributable Indebtedness" in respect of a Sale and
Lease-Back Transaction means, as at the time of determination, the present value
of the Notes (discounted according to GAAP at the cost of indebtedness implied
in the lease) of the total obligations of the lessee for rental payments during
the remaining term of the lease included in such Sale and Lease-Back Transaction
(including any period for which such lease has been extended).

                  "Available Asset Sale Proceeds" means, with respect to any
Asset Sale, the aggregate Asset Sale Proceeds from such Asset Sale that have not
been applied in accordance with clause (iii)(A) or (iii)(B) of Section 4.14(a)
and that have not been the basis for an Excess Proceeds Offer in accordance with
clause (iii)(C) of such Section 4.14(a).

                  "Board of Directors" means the board of directors of the
Company or a Guarantor, as appropriate, or any committee authorized to act
therefor.

                  "Board Resolution" means a copy of a resolution certified
pursuant to an Officers' Certificate to have been duly adopted by the Board of
Directors of the Company or a


<PAGE>   12
                                      -5-


Guarantor, as appropriate, and to be in full force and effect, and delivered to
the Trustee.

                  "Capital Stock" means, with respect to any Person, any and all
shares or other equivalents (however designated) of capital stock, partnership
interests or any other participation, right or other interest in the nature of
an equity interest in such Person or any option, warrant or other security
convertible into any of the foregoing.

                  "Capitalized Lease Obligations" means Indebtedness represented
by obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP, and the amount of such Indebtedness
shall be the capitalized amount of such obligations determined in accordance
with GAAP.

                  "Cash Equivalents" means (i) direct obligations of the United
States of America or any agency thereof, or obligations guaranteed or insured by
the United States of America; provided that in each case such obligations mature
within one year from the date of acquisition thereof, (ii) certificates of
deposit maturing within one year from the date of creation thereof issued by any
U.S. national or state banking institution having capital, surplus and undivided
profits aggregating at least $500,000,000 and rated at least A-1 by S&P and P-1
by Moody's, (iii) commercial paper with a maturity of 180 days or less issued by
a corporation (except an Affiliate of the Company) organized under the laws of
any state of the United States or the District of Columbia and rated at least
A-1 by S&P or at least P-1 by Moody's and (iv) repurchase agreements and reverse
repurchase agreements relating to marketable direct obligations issued or
unconditionally guaranteed by the United States of America or issued by an
agency thereof and backed by the full faith and credit of the United States of
America, in each case maturing within one year from the date of acquisition;
provided that the terms of such agreements comply with the guidelines set forth
in the Federal Financial Agreements of Depository Institutions with Securities
Dealers and Others, as adopted by the Comptroller of the Currency and (v)
tax-exempt auction rate securities and municipal preferred stock, in each case,
subject to reset no more than 35 days after the date of acquisition and having a
rating of at least AA by S&P or AA by Moody's.


<PAGE>   13
                                      -6-


                  A "Change of Control" of the Company will be deemed to have
occurred at such time as (i) any Person (including a Person's Affiliates and
associates), other than a Permitted Holder, becomes the beneficial owner (as
defined under Rule 13d-3 or any successor rule or regulation promulgated under
the Exchange Act) of 50% or more of the total voting power of the Company's
Common Stock, (ii) any Person (including a Person's Affiliates and associates),
other than a Permitted Holder, becomes the beneficial owner of more than 30% of
the total voting power of the Company's Common Stock, and the Permitted Holders
beneficially own, in the aggregate, a lesser percentage of the total voting
power of the Common Stock of the Company than such other Person and do not have
the right or ability by voting power, contract or otherwise to elect or
designate for election a majority of the Board of Directors of the Company,
(iii) there shall be consummated any consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or pursuant to
which the Common Stock of the Company would be converted into cash, securities
or other property, other than a merger or consolidation of the Company in which
the holders of the Common Stock of the Company outstanding immediately prior to
the consolidation or merger hold, directly or indirectly, at least a majority of
the Common Stock of the surviving corporation immediately after such
consolidation or merger, or (iv) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors of the Company (together with any new directors whose election by such
Board of Directors or whose nomination for election by the shareholders of the
Company has been approved by 66 2/3% of the directors then still in office who
either were directors at the beginning of such period or whose election or
recommendation for election was previously so approved) cease to constitute a
majority of the Board of Directors of the Company.

                  "Change of Control Make Whole Premium," with respect to any
Note, means the greater of (i) 1.00% of the principal amount of such Note and
(ii) the excess, if any, of (a) the sum of the present values of all remaining
scheduled payments of principal and interest (other than accrued interest
payable on such date of redemption) from the applicable date of redemption to
maturity, discounted semi-annually on each applicable interest payment date at a
rate equal to the sum of the Treasury Rate plus 1.00% per annum, based on a
360-day year of two 180-day periods, over (b) the outstanding principal balance
of such Note (or portion thereof).


<PAGE>   14
                                      -7-


                  "Chase" means Chase Equity Associates, L.P.

                  "CIBC" means Canadian Imperial Bank of Commerce.

                  "Common Stock" of any Person means all Capital Stock of such
Person that is generally entitled to (i) vote in the election of directors of
such Person or (ii) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers or others
that will control the management and policies of such Person.

                  "Company" means the party named as such in the first paragraph
of this Indenture until a successor replaces such party pursuant to Article 5 of
this Indenture and thereafter means the successor and any other obligor on the
Notes.

                  "Company Request" means any written request signed in the name
of the Company by the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer or the Treasurer and attested to by the
Secretary or any Assistant Secretary of the Company.

                  "Consolidated Fixed Charges" means, with respect to any
Person, the sum of a Person's (i) Consolidated Interest Expense, plus (ii) the
product of (x) the aggregate amount of all dividends paid on Disqualified
Capital Stock of the Company or on each series of preferred stock of each
Subsidiary of such Person (other than dividends paid or payable in additional
shares of preferred stock or to the Company or any of its Wholly-Owned
Subsidiaries) times (y) a fraction, the numerator of which is one and the
denominator of which is one minus the then current effective combined federal,
state and local tax rate of such Person (expressed as a decimal), in each case,
for such four-quarter period.

                  "Consolidated Interest Expense" means, with respect to any
Person, for any period, the aggregate amount of interest which, in conformity
with GAAP, would be set forth opposite the caption "interest expense" or any
like caption on an income statement for such Person and its Subsidiaries on a
consolidated basis (including, but not limited to, (i) imputed interest included
in Capitalized Lease Obligations, (ii) all commissions, discounts and other fees
and charges owed with respect to letters of credit and bankers' acceptance
financing, (iii) net payments made in connection with Interest Rate Agreements,
(iv) the interest portion of any deferred payment obligation, (v) amortization
of discount or premium, if any, and (vi) all


<PAGE>   15

                                      -8-

other non-cash interest expense (other than interest amortized to cost of
sales)) plus, without duplication, all net capitalized interest for such period
and all interest paid under any guarantee of Indebtedness (including a guarantee
of principal, interest or any combination thereof) of any Person, and minus (i)
net payments received in connection with Interest Rate Agreements and (ii)
amortization of deferred financing costs and expenses.

                  "Consolidated Net Income" means, with respect to any Person,
for any period, the aggregate of the net income (before preferred stock
dividends, if any) of such Person and its Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP; provided, however, that
there shall be excluded from Consolidated Net Income (a) the net income of any
Person which under GAAP is not consolidated with the Person in question other
than the amount of dividends or distributions paid to the Person in question or
the Subsidiary, (b) the net income of any Subsidiary of the Person in question,
other than a Domestic Subsidiary, that is subject to any restriction or
limitation on the payment of dividends or the making of other distributions
(other than pursuant to the Notes or this Indenture) to the extent of such
restriction or limitation (provided that if any such restriction or limitation
by its terms takes effect upon the occurrence of a default or an event of
default, such exclusion shall become effective only upon the occurrence and
during the continuance of such default or event of default), (c) the net income
of any Person acquired in a pooling of interests transaction for any period
prior to the date of such acquisition, (d) any net gain or loss resulting from a
sale of Property by the Person in question or any of its Subsidiaries other than
in the ordinary course of business, (e) extraordinary gains and losses, (f)
non-recurring gains, non-cash non-recurring losses and charges (including
restructuring charges and costs) and, in the case of the Company, cash
restructuring charges for any period prior to July 31, 1998, (g) any amounts
received by the Company or a Restricted Subsidiary which are used to offset
Investments pursuant to the terms of clause (ii) of the definition of "Net
Investments," and (h) in the case of clauses (d), (e) and (f), the associated
tax effects during such period.

                  "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the


<PAGE>   16
                                      -9-


date of execution of this Indenture is located at 2 North LaSalle Street, Suite
1020, Chicago, Illinois 60602.

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

                  "Depositary" means, with respect to the notes issued in the
form of one or more Global Notes, The Depository Trust Company or another Person
designated as Depositary by the Company, which Person must be a clearing agency
registered under the Exchange Act.

                  "Disqualified Capital Stock" means any Capital Stock of the
Company or a Restricted Subsidiary thereof which, by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable at
the option of the holder), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to the maturity date of the Notes, for cash or securities constituting
Indebtedness. Without limitation of the foregoing, Disqualified Capital Stock
shall be deemed to include any Preferred Stock of a Restricted Subsidiary of the
Company or the Company, under which, by agreement or otherwise, such Restricted
Subsidiary or the Company is obligated to pay current dividends or distributions
in cash during the period prior to the maturity date of the Notes; provided,
however, that Preferred Stock of the Company or any Restricted Subsidiary
thereof that is issued with the benefit of provisions requiring a change of
control offer to be made for such Preferred Stock in the event of a change of
control of the Company or Restricted Subsidiary, which provisions have
substantially the same effect as the provisions described in Section 4.19, shall
not be deemed to be Disqualified Capital Stock solely by virtue of such
provisions; and provided, further, that Capital Stock owned by the Company or
any Restricted Subsidiary shall not constitute Disqualified Capital Stock.

                  "Domestic" with respect to any Person shall mean a Person
whose jurisdiction of incorporation or formation is the United States, any state
thereof or the District of Columbia.

                  "Domestic Restricted Subsidiary" means any Restricted
Subsidiary whose jurisdiction of incorporation or formation is the United
States, any state thereof or the District of Columbia.


<PAGE>   17
                                      -10-



                  "EBITDA" means, for any Person, for any period, an amount
equal to the sum of (i) Consolidated Net Income for such period, plus (ii) the
provision for taxes for such period based on income or profits to the extent
such income or profits were included in computing Consolidated Net Income and
any provision for taxes utilized in computing net loss under clause (i) hereof,
plus (iii) Consolidated Interest Expense for such period, plus (iv) depreciation
for such period, plus (v) amortization for such period (including the
amortization of deferred financing costs and expenses), plus (vi) any other
non-cash items (including minority interests) reducing Consolidated Net Income
for such period, plus (vii) non-recurring losses and charges (including
restructuring charges and costs) whether cash or non-cash for such period to the
extent not included in the calculation of Consolidated Net Income, minus (viii)
all non-cash items increasing Consolidated Net Income for such period, all for
such Person and its Subsidiaries determined on a consolidated basis in
accordance with GAAP, except that with respect to the Company each of the
foregoing items shall be determined on a consolidated basis with respect to the
Company and its Restricted Subsidiaries only.

                  "Equity Offering" means an offering by the Company of shares
of its common stock (however designated and whether voting or non-voting) and
any and all rights, warrants or options to acquire such common stock.

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

                  "Exchange Notes" means notes issued in exchange for the Notes
pursuant to the terms of the Registration Rights Agreement or, with respect to
any Additional Notes, a registration rights agreement substantially identical to
the Registration Rights Agreement.

                  "Existing Notes" means the 9 1/8% Notes, the 11% Notes and the
8 1/4 Notes, or any such notes.

                  "Fixed Charge Coverage Ratio" of any Person means, with
respect to any determination date, the ratio of (i) EBITDA for such Person's
prior four full fiscal quarters for which financial results have been reported
immediately preceding the


<PAGE>   18
                                      -11-


determination date to (ii) Consolidated Fixed Charges of such Person.

                  "Foreign EBITDA" means, for any period, the aggregate of the
EBITDA of each of the Company's Restricted Subsidiaries which are not
Guarantors.

                  "Foreign Interest Expense" means, for any period, the
aggregate of the Consolidated Interest Expense of each of the Company's
Restricted Subsidiaries which are not Guarantors.

                  "GAAP" means generally accepted accounting principles
consistently applied as in effect in the United States from time to time.

                  "Guarantee" means the guarantee of the Obligations of the
Company with respect to the Notes by each Guarantor pursuant to the terms of
Article 10 hereof.

                  "Guarantor" means each of Hayes Lemmerz International - Ohio,
Inc., Hayes Lemmerz International - California, Inc., Hayes Lemmerz
International - Huntington, Inc., Hayes Lemmerz International - Howell, Inc.,
Hayes Lemmerz International - Georgia, Inc., Hayes Lemmerz International -
Mexico, Inc., HLI Europe, Ltd., Hayes Lemmerz International - Homer, Inc., Hayes
Lemmerz International - Texas, Inc., Hayes Lemmerz International - Kentucky,
Inc., Hayes Lemmerz International - CMI, Inc., Hayes Lemmerz International -
Cadillac, Inc., Hayes Lemmerz International - Montague, Inc., Hayes Lemmerz
International - Equipment & Engineering, Inc., Hayes Lemmerz International -
Petersburg, Inc., HLI - Summerfield Realty Corp., Hayes Lemmerz International -
Bristol, Inc., Hayes Lemmerz International - PCA, Inc., Hayes Lemmerz
International - Southfield, Inc., Hayes Lemmerz International - Technical
Center, Inc., HLI Realty, Inc., Hayes Lemmerz International - Laredo, Inc.,
Hayes Lemmerz International - Transportation, Inc., and Hayes Lemmerz
International - Wabash, Inc.

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

                  "incur" means, with respect to any Indebtedness or other
obligation of any Person, to create, issue, incur (by conversion, exchange or
otherwise), assume, guarantee or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to GAAP
or otherwise, of any such Indebtedness or other obligation on the


<PAGE>   19
                                      -12-


balance sheet of such Person (and "incurrence," "incurred," "incurrable," and
"incurring" shall have meanings correlative to the foregoing); provided that a
change in GAAP that results in an obligation of such Person that exists at such
time becoming Indebtedness shall not be deemed an incurrence of such
Indebtedness.

                  "Indebtedness" means (without duplication), with respect to
any Person, any indebtedness at any time outstanding, secured or unsecured,
contingent or otherwise, which is for borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such Person or only to a
portion thereof), or evidenced by bonds, notes, debentures or similar
instruments or representing the balance deferred and unpaid of the purchase
price of any Property (excluding, without limitation, any balances that
constitute accounts payable or trade payables, and other accrued liabilities
arising in the ordinary course of business) if and to the extent any of the
foregoing indebtedness would appear as a liability upon a balance sheet of such
Person prepared in accordance with GAAP, and shall also include, to the extent
not otherwise included, (i) any Capitalized Lease Obligations, (ii) obligations
of others secured by a lien to which the property or assets owned or held by
such Person is subject, whether or not the obligation or obligations secured
thereby shall have been assumed, (iii) guarantees of obligations of other
Persons which would be included within this definition for such other Persons
(whether or not such items would appear upon the balance sheet of the
guarantor), excluding guarantees of Indebtedness incurred by a Person to acquire
or finance real estate assets which are then leased to the Company or a
Restricted Subsidiary on an operating lease basis in a "synthetic lease"
transaction, (iv) all obligations for the reimbursement of any obligor on any
letter of credit, banker's acceptance or similar credit transaction, (v) in the
case of the Company, Disqualified Capital Stock and, in the case of any
Restricted Subsidiary, Preferred Stock, (vi) obligations of any such Person
under any Interest Rate Agreement (if and to the extent such Interest Rate
Agreement obligations would appear as a liability upon a balance sheet of such
Person prepared in accordance with GAAP) and (vii) Attributable Indebtedness.
The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and,
with respect to contingent obligations, the maximum liability upon the
occurrence of the contingency giving rise to the obligation; provided (i) that
the amount outstanding at any time of any


<PAGE>   20
                                      -13-


Indebtedness issued with original issue discount is the principal amount of such
Indebtedness less the remaining unamortized portion of the original issue
discount of such Indebtedness at such time as determined in conformity with GAAP
and (ii) that Indebtedness shall not include any liability for federal, state,
local or other taxes. Notwithstanding any other provision of the foregoing
definition, any trade payable arising from the purchase of goods or materials or
for services obtained in the ordinary course of business shall not be deemed to
be "Indebtedness" of the Company or any Restricted Subsidiaries for purposes of
this definition. Furthermore, guarantees of (or obligations with respect to
letters of credit supporting) Indebtedness and Liens securing Indebtedness
otherwise included in the determination of such amount shall not also be
included.

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

                  "Initial Global Securities" means the Regulation S Global
Security and the 144A Global Security, each of which contains a Securities Act
Legend.

                  "Initial Notes" means the 11 7/8% Senior Notes due 2006 issued
by the Company, including, without limitation, the Private Exchange Notes, if
any, and the Exchange Notes, in either case issued in exchange for the 11 7/8%
Senior Notes issued on the Issue Date, treated as a single class of securities,
as amended or supplemented from time to time in accordance with the terms
hereof, that are issued pursuant to this Indenture.

                  "Initial Purchasers" means Credit Suisse First Boston
Corporation and CIBC World Markets Corp.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3)
or (7) promulgated under the Securities Act.

                  "Interest Payment Date" means the stated maturity of an
installment of interest on the Notes.

                  "Interest Rate Agreement" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or other similar agreement


<PAGE>   21
                                      -14-


designed to protect the party indicated therein against fluctuations in interest
rates.

                  "Investments" means, directly or indirectly, any advance,
account receivable, loan or capital contribution to (by means of transfers of
property to others, payments for property or services for the account or use of
others or otherwise), the purchase of any stock, bonds, notes, debentures,
partnership or joint venture interests or other securities of, the acquisition,
by purchase or otherwise, of all or substantially all of the business or assets
or stock or other evidence of beneficial ownership of, any Person. Investments
shall exclude extensions of trade credit on commercially reasonable terms in
accordance with normal trade practices.

                  "Issue Date" means the date the Initial Notes are first issued
by the Company and authenticated by the Trustee under this Indenture.

                  "JLL" means Joseph Littlejohn & Levy.

                  "Lien" means, with respect to any Property of any Person, any
mortgage or deed of trust, pledge, hypothecation, deposit arrangement, security
interest, lien, charge, encumbrance, preference, priority, or other security
agreement or preferential arrangement of any kind or nature whatsoever on or
with respect to such Property or assets (including, without limitation, any
Capitalized Lease Obligation, conditional sales, or other title retention
agreement having substantially the same economic effect as any of the
foregoing).

                  "Maturity Date" means June 15, 2006.

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

                  "Net Cash Proceeds" means (a) in the case of any sale of
Capital Stock by the Company, the aggregate net cash proceeds received by the
Company, after payment of expenses, commissions, underwriting discounts and the
like incurred in connection therewith, (b) in the case of any exchange,
exercise, conversion or surrender of outstanding securities of any kind for or
into shares of Capital Stock of the Company which is not Disqualified Capital
Stock, the net cash proceeds received from the sale of such outstanding
securities so exchanged, exercised, converted or surrendered (plus any
additional amount


<PAGE>   22
                                      -15-


required to be paid in cash by the holder to the Company upon such exchange,
exercise, conversion or surrender, less any and all payments made to the
holders, e.g., on account of fractional shares and less all expenses incurred by
the Company in connection therewith) and (c) in the case of any issuance of any
Indebtedness by the Company or any Restricted Subsidiary, the aggregate net cash
proceeds received by such Person after payment of expenses, commissions,
underwriting discounts and the like incurred in connection therewith.

                  "Net Investment" means the excess of (i) the aggregate amount
of all Investments in Unrestricted Subsidiaries or joint ventures made by the
Company or any Restricted Subsidiary on or after the Issue Date (in the case of
an Investment made other than in cash, the amount shall be the fair market value
of such Investment as determined in good faith by the Board of Directors of the
Company or such Restricted Subsidiary) over (ii) the sum of (A) the aggregate
amount returned in cash on or with respect to such Investments whether through
interest payments, principal payments, dividends or other distributions or
payments and (B) the Net Cash Proceeds received by the Company or any Restricted
Subsidiary or joint venture from the disposition of all or any portion of such
Investments (other than to a Subsidiary of the Company); provided, however, that
with respect to all Investments made in any Unrestricted Subsidiary or joint
ventures the sum of clauses (A) and (B) above with respect to such Investments
shall not exceed the aggregate amount of all such Investments made in such
Unrestricted Subsidiary.

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

                  "Obligations" means, with respect to any Indebtedness, any
principal, premium, interest, penalties, fees, indemnifications, reimbursements,
damages and other expenses payable under the documentation governing such
Indebtedness.

                  "Offering" means the offering of the Initial Notes as
described in the Offering Circular.

                  "Offering Circular" means the Offering Circular dated June 19,
2001 pursuant to which the Notes issued on the Issue Date were offered.


<PAGE>   23
                                      -16-


                  "Officer" means the Chief Executive Officer, the President,
any Vice President, the Chief Financial Officer, the Treasurer or the Secretary
of the Company or a Guarantor, or any other officer designated by the Board of
Directors, as the case may be.

                  "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chief Executive Officer, the President or any Vice
President, and the Chief Financial Officer or any Treasurer of such Person that
shall comply with applicable provisions of this Indenture.

                  "Opinion of Counsel" means a written opinion from legal
counsel which counsel is reasonably acceptable to the Trustee.

                  "Optional Redemption Make Whole Premium," with respect to any
Note, means the excess, if any, of (i) the sum of the present values of all
remaining scheduled payments of principal and interest (other than accrued
interest payable on such date of redemption) from the applicable date of
redemption to maturity, discounted semi-annually on each applicable interest
payment date at a rate equal to the sum of the Treasury Rate plus 1% per annum,
based on a 360-day year of two 180-day periods, over (ii) the outstanding
principal balance of such Note (or portion thereof).

                  "Permitted Holders" means (i) JLL or any fund controlled by
JLL, (ii) TSG, (iii) Argosy and (iv) Chase.

                  "Permitted Indebtedness" means:

                  (i) Indebtedness of the Company or any Domestic Restricted
         Subsidiary arising under or in respect of the Amended Credit Agreement
         in an aggregate amount (the "Permitted Credit Agreement Amount") not to
         exceed (A) $1,015,000,000, less (B) any mandatory prepayments actually
         made thereunder (to the extent, in the case of payments of revolving
         credit Indebtedness, that the corresponding commitments have been
         permanently reduced) or scheduled payments actually made thereunder
         excluding the refinancing of Indebtedness under the Amended Credit
         Agreement with other borrowings thereunder in an amount not to exceed
         the amount refinanced;

                  (ii) Indebtedness under the Notes and the Guarantees;

<PAGE>   24
                                      -17-


                  (iii) Indebtedness not covered by any other clause of this
         definition which is outstanding on the Issue Date;

                  (iv) Indebtedness incurred to finance the working capital
         requirements of the Western European operations of the Company's
         Restricted Subsidiaries pursuant to commitments outstanding on the
         Issue Date in an aggregate amount not to exceed $10,000,000 (or, to the
         extent non-U.S. dollar denominated, the U.S. dollar equivalent
         thereof);

                  (v) Indebtedness of Autokola not to exceed $35,000,000 in
         principal amount in the aggregate;

                  (vi) Indebtedness of the Company to any Domestic Restricted
         Subsidiary which is a Wholly-Owned Subsidiary and Indebtedness of any
         Restricted Subsidiary to the Company or another Restricted Subsidiary
         provided that in the case of Indebtedness of a Domestic Restricted
         Subsidiary such Indebtedness is owed to another Domestic Restricted
         Subsidiary;

                  (vii) Purchase Money Indebtedness and Capitalized Lease
         Obligations incurred to acquire property in the ordinary course of
         business which Indebtedness and Capitalized Lease Obligations do not in
         the aggregate exceed 5% of the Company's consolidated total assets as
         of the Company's most recent quarterly balance sheet;

                  (viii) Interest Rate Agreements;

                  (ix) additional Indebtedness of the Company and its Restricted
         Subsidiaries not to exceed $50,000,000 in aggregate principal amount
         outstanding at any time;

                  (x) Refinancing Indebtedness;

                  (xi) Indebtedness incurred in accordance with Section 4.11;
         and

                  (xii) Indebtedness of the Company or its Subsidiaries which is
         denominated in a currency other than U.S. dollars; provided that (a)
         the U.S. dollar equivalent thereof on the date of incurrence (together
         with the U.S. dollar equivalent on such date of all other Indebtedness
         incurred under this clause (xii)) shall not exceed $80,000,000, and (b)
         on the last Business Day of each month, the sum of (1)


<PAGE>   25
                                      -18-


         the U.S. dollar equivalent of all Indebtedness outstanding under this
         clause (xii), and (2) the outstanding principal amount of Indebtedness
         under the Amended Credit Agreement, including reimbursement obligations
         in respect of letters of credit (in each case after giving effect to
         any currency hedging arrangements applicable thereto to which the
         Company or a Subsidiary of the Company is a party), shall not exceed
         the Permitted Credit Agreement Amount.

                  "Permitted Investments" means, for any Person, Investments
made on or after the date of this Indenture consisting of:

                  (i) Investments by the Company, or by a Restricted Subsidiary
         thereof, in the Company or a Restricted Subsidiary;

                  (ii) Temporary Cash Investments;

                  (iii) Investments by the Company, or by a Restricted
         Subsidiary thereof, in a Person, if as a result of such Investment (a)
         such Person becomes a Restricted Subsidiary of the Company or (b) such
         Person is merged, 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;

                  (iv) reasonable and customary loans made to employees not to
         exceed $1,000,000 in the aggregate at any one time outstanding;

                  (v) an Investment that is made by the Company or a Restricted
         Subsidiary thereof in the form of any stock, bonds, notes, debentures,
         partnership or joint venture interests or other securities that are
         issued by a third party to the Company or Restricted Subsidiary solely
         as partial consideration for the consummation of an Asset Sale;

                  (vi) Investments in Unrestricted Subsidiaries and joint
         ventures permitted under subclause (v) of the second paragraph of
         Section 4.13;

                  (vii) Investments received in connection with the bankruptcy
         or reorganization of Persons having obligations in favor of the Company
         or its Subsidiaries (which


<PAGE>   26
                                      -19-


         obligations were incurred in the ordinary course), in settlement of
         such obligations; and

                  (viii) Investments paid for in Common Stock of the Company.

                  "Permitted Liens" means:

                  (i) Liens on assets of the Company and its Restricted
         Subsidiaries, whether owned on the Issue Date or thereafter acquired,
         securing all Indebtedness under the Amended Credit Agreement;

                  (ii) Liens in favor of the Company or a Restricted Subsidiary;

                  (iii) Liens to secure the performance of statutory
         obligations, surety or appeal bonds, performance bonds or other
         obligations of a like nature incurred in the ordinary course of
         business;

                  (iv) Liens on assets of Restricted Subsidiaries which are not
         Guarantors to secure Indebtedness of Restricted Subsidiaries which are
         not Guarantors that was permitted by the terms of this Indenture to be
         incurred;

                  (v) Liens existing on the Issue Date;

                  (vi) Liens for taxes, assessments or governmental charges or
         claims that are not yet delinquent or that are being contested in good
         faith by appropriate proceedings promptly instituted and diligently
         conducted; provided that any reserve or other appropriate provision as
         shall be required in conformity with GAAP shall have been made
         therefor;

                  (vii) Liens on receivables, payment intangibles and related
         property to reflect sales of receivables or payment intangibles to a
         Receivables Program;

                  (viii) Liens encumbering customary initial deposits and margin
         deposits, and other Liens that are either within the general parameters
         customary in the industry and incurred in the ordinary course of
         business, in each case, securing Indebtedness under Interest Rate
         Agreements and forward contracts, options, future contracts, future
         options or similar agreements or arrangements designed


<PAGE>   27
                                      -20-


         solely to protect the Company or any of its Restricted Subsidiaries
         from fluctuations in interest rates, currencies or the price of
         commodities;

                  (ix) Liens on property of, or on shares of stock or
         Indebtedness of, any Person existing at the time such Person becomes,
         or becomes a part of, any Restricted Subsidiary; provided that such
         Liens do not extend to or cover any property or assets of the Company
         or any Restricted Subsidiary other than the property or assets
         acquired;

                  (x) Liens securing reimbursement obligations with respect to
         letters of credit that encumber documents and other property relating
         to such letters of credit and the products and proceeds thereof;

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

                  (xii) Liens arising out of conditional sale, title retention,
         consignment or similar arrangements for the sale of goods entered into
         by the Company or any of its Restricted Subsidiaries in the ordinary
         course of business in accordance with the past practices of the Company
         and its Restricted Subsidiaries prior to the Issue Date;

                  (xiii) Liens securing Refinancing Indebtedness which is
         incurred to refinance secured Indebtedness; provided that such Liens do
         not extend to or cover any property or assets of the Company or any
         Restricted Subsidiary other than the property or assets securing the
         Indebtedness being refinanced;

                  (xiv) Liens (including extensions and renewals thereof) upon
         real or personal property acquired after the Issue Date; provided that
         (A) such Lien is created solely for the purpose of securing
         Indebtedness incurred, in accordance with Section 4.10, (x) to finance
         the cost (including the cost of improvement or construction) of the
         item of property or assets subject thereto and such Lien is created
         prior to, at the time of or within six months after the later of the
         acquisition, the completion of construction or the commencement of full
         operation of such property or (y) to refinance any Indebtedness
         previously


<PAGE>   28
                                      -21-


         so secured, (B) the principal amount of the Indebtedness secured by
         such Lien does not exceed 100% of such cost and (C) any such Lien shall
         not extend to or cover any property or assets other than such item of
         property or assets and any improvements on such item;

                  (xv) Liens to secure Attributable Indebtedness in respect of a
         Sale and Lease-Back Transaction that was permitted by the terms of this
         Indenture to be entered into;

                  (xvi) any interest or title of a lessor in the property
         subject to any Capitalized Lease Obligation or operating lease; and

                  (xvii) Liens arising from filing Uniform Commercial Code
         financing statements regarding leases.

                  "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government (including any agency or political subdivision thereof).

                  "Physical Notes" means certificated Notes in registered form
in substantially the form set forth in Exhibit A.

                  "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
dividends, distributions or liquidation proceeds of such Person over the holders
of other Capital Stock issued by such Person.

                  "Private Exchange" has the meaning set forth in the
Registration Rights Agreement.

                  "Private Exchange Notes" has the meaning set forth in the
Registration Rights Agreement or, with respect to any Additional Notes, a
registration rights agreement substantially identical to the Registration Rights
Agreement.

                  "Private Placement Legend" means the legend initially set
forth on the Notes in the form set forth in Exhibit B.

                  "Property" of any Person means all types of real, personal,
tangible, intangible or mixed property owned by such


<PAGE>   29
                                      -22-


Person whether or not included in the most recent consolidated balance sheet of
such Person and its Subsidiaries under GAAP.

                  "Purchase Agreement" means the Purchase Agreement dated as of
June 15, 2001 by and among the Company, the Guarantors and the Initial
Purchasers.

                  "Purchase Money Indebtedness" means any Indebtedness incurred
in the ordinary course of business by a Person to finance the cost (including
the cost of construction) of an item of Property, the principal amount of which
Indebtedness does not exceed the sum of (i) 100% of such cost and (ii)
reasonable fees and expenses of such Person incurred in connection therewith.

                  "Qualified Institutional Buyer" or "QIB" shall have the
meaning specified in Rule 144A promulgated under the Securities Act.

                  "Receivables Program" means, with respect to any Person, any
accounts receivable securitization or factoring program pursuant to which such
Person receives proceeds pursuant to a pledge, sale or other encumbrance of its
accounts receivable or payment intangibles.

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

                  "Refinancing Indebtedness" means Indebtedness that refunds,
refinances or extends any Indebtedness of the Company or its Subsidiaries
outstanding on the Issue Date or other Indebtedness permitted to be incurred by
the Company or its Restricted Subsidiaries pursuant to the terms of this
Indenture, but only to the extent that (i) the Refinancing Indebtedness is
subordinated to the Notes to at least the same extent as the Indebtedness being
refunded, refinanced or extended, if at all, (ii) the Refinancing Indebtedness
is scheduled to mature either (a) no earlier than the Indebtedness being
refunded, refinanced or extended, or (b) after the maturity date of the Notes,
(iii) the portion, if any, of the Refinancing Indebtedness that is scheduled to
mature on or prior to the maturity date of


<PAGE>   30
                                      -23-


the Notes has a weighted average life to maturity at the time such Refinancing
Indebtedness is incurred that is equal to or greater than the weighted average
life to maturity of the portion of the Indebtedness being refunded, refinanced
or extended that is scheduled to mature on or prior to the maturity date of the
Notes, (iv) such Refinancing Indebtedness is in an aggregate principal amount
that is equal to or less than the sum of (a) the aggregate principal amount then
outstanding under the Indebtedness being refunded, refinanced or extended, (b)
the amount of accrued and unpaid interest, if any, and any necessary premiums
(including the amount of any premium reasonably determined by the Company or the
applicable Restricted Subsidiary as necessary to accomplish such refunding,
refinancing or extension) on such Indebtedness being refunded, refinanced or
extended and (c) the amount of customary fees, expenses and costs related to the
incurrence of such Refinancing Indebtedness, (v) such Refinancing Indebtedness
is incurred by the same Person that initially incurred the Indebtedness being
refunded, refinanced or extended, except that the Company may incur Refinancing
Indebtedness to refund, refinance or extend Indebtedness of any Wholly-Owned
Subsidiary of the Company; provided, however, that any non-Domestic Restricted
Subsidiary may incur Refinancing Indebtedness to refund, refinance or extend
Indebtedness of the Company arising under or in respect of the Amended Credit
Agreement in an aggregate amount not to exceed $20,000,000 outstanding at any
time; and provided, further, that with respect to such Refinancing Indebtedness
referred to in the previous provision, clauses (ii) and (iii) shall not apply,
and (vi) if such Indebtedness was incurred pursuant to Section 4.11(a) and does
not contain any restriction or limitation on the payment of dividends or the
making of other distributions then the Refinancing Indebtedness shall not
contain any such limitation or restriction.

                  "Registration Rights Agreement" means the Registration Rights
Agreement dated as of the Issue Date among the Company, the Guarantors and the
Initial Purchasers, as amended from time to time.

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

                  "Responsible Officer" when used with respect to the Trustee,
means any officer within the corporate trust department of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred


<PAGE>   31
                                      -24-


because of his knowledge of and familiarity with the particular subject.

                  "Restricted Note" has the same meaning as "Restricted
Security" set forth in Rule 144(a)(3) promulgated under the Securities Act;
provided that the Trustee shall be entitled to request and conclusively rely
upon an Opinion of Counsel with respect to whether any Note is a Restricted
Note.

                  "Restricted Payment" means any of the following: (i) the
declaration or payment of any dividend or any other distribution or payment on
Capital Stock of the Company or any Restricted Subsidiary of the Company or any
payment made to the direct or indirect holders (in their capacities as such) of
Capital Stock of the Company or any Restricted Subsidiary of the Company other
than (x) dividends or distributions payable solely in Capital Stock (other than
Disqualified Capital Stock) or in options, warrants or other rights to purchase
Capital Stock (other than Disqualified Capital Stock), and (y) in the case of
Restricted Subsidiaries of the Company, dividends or distributions payable to
the Company or to a Wholly-Owned Subsidiary of the Company), (ii) the purchase,
redemption or other acquisition or retirement for value of any Capital Stock of
the Company or any of its Restricted Subsidiaries (other than Capital Stock
owned by the Company or a Wholly-Owned Subsidiary of the Company, excluding
Disqualified Capital Stock), (iii) the purchase, defeasance, repurchase,
redemption or other acquisition or retirement for value, prior to any scheduled
maturity, scheduled repayment or scheduled sinking fund payment of, or the
making of any principal payment on, any Indebtedness which is subordinated in
right of payment to the Notes other than subordinated Indebtedness acquired in
anticipation of satisfying a scheduled sinking fund obligation, principal
installment or final maturity (in each case due within one year of the date of
acquisition), (iv) the making of any Investment or guarantee of any Investment
in any Person other than a Permitted Investment, (v) any designation of a
Restricted Subsidiary as an Unrestricted Subsidiary on the basis of the Net
Investment by the Company therein and (vi) forgiveness of any Indebtedness of an
Affiliate of the Company to the Company or a Restricted Subsidiary. For purposes
of determining the amount expended for Restricted Payments, cash distributed or
invested shall be valued at the face amount thereof and property other than cash
shall be valued at its fair market value determined in good faith by the Board
of Directors of the Company.
<PAGE>   32
                                      -25-


                  "Restricted Subsidiary" means a Subsidiary of the Company
other than an Unrestricted Subsidiary. The Board of Directors of the Company may
designate any Unrestricted Subsidiary or any Person that is to become a
Subsidiary as a Restricted Subsidiary if immediately after giving effect to such
action (and treating any Acquired Indebtedness as having been incurred at the
time of such action), the Company could have incurred at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) pursuant to Section
4.10.

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

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

                  "Sale and Lease-Back Transaction" means any arrangement with
any Person providing for the leasing by the Company or any Restricted Subsidiary
of the Company of any real or tangible personal Property, which Property has
been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such Person in contemplation of such leasing.

                  "S&P" means Standard & Poor's Ratings Service, a division of
McGraw-Hill Companies, Inc., or any successor to the rating agency business
thereof.

                  "SEC" means the United States Securities and Exchange
Commission as constituted from time to time or any successor performing
substantially the same functions.

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

                  "Senior Indebtedness" means the principal of and premium, if
any, and interest (including, without limitation, interest accruing or that
would have accrued but for the filing of a bankruptcy, reorganization or other
insolvency proceeding whether or not such interest constitutes an allowed claim
in such proceeding) on, and any and all other fees, charges, expense
reimbursement obligations, indemnities and other amounts due pursuant to the
terms of all agreements, documents and instruments providing for, creating,
securing, guaranteeing or evidencing or otherwise entered into in connection
with (a) all obligations, whether outstanding on the Issue Date or thereafter
incurred, of the Company owed to lenders under or in respect of the Amended
Credit Agreement, (b) all obligations of


<PAGE>   33

                                      -26-

the Company with respect to any Interest Rate Agreement, (c) all obligations of
the Company to reimburse any bank or other person in respect of amounts paid
under letters of credit, acceptances or other similar instruments and (d) all
deferrals, renewals, extensions, refundings, refinancings and restructurings of,
and amendments, modifications and supplements to, any of the Senior Indebtedness
described above. Notwithstanding anything to the contrary in the foregoing,
Senior Indebtedness will not include (i) Indebtedness of the Company to any of
its Subsidiaries, (ii) Indebtedness represented by the 8 1/4% Notes, the 11%
Notes, the 9 1/8% Notes, and, in each case, the guarantees thereof, (iii) any
Indebtedness which by the express terms of the agreement or instrument creating,
evidencing or governing the same is junior or subordinate in right of payment to
any item of Senior Indebtedness, (iv) any trade payable arising from the
purchase of goods or materials or for services obtained in the ordinary course
of business, or (v) Indebtedness incurred in violation of this Indenture.

                  "Subsidiary" of any specified Person means any corporation,
partnership, joint venture, association or other business entity, whether now
existing or hereafter organized or acquired, (i) in the case of a corporation,
of which more than 50% of the total voting power of the Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, officers or trustees thereof is held by such first-named Person or
any of its Subsidiaries; or (ii) in the case of a partnership, joint venture,
association or other business entity, with respect to which such first-named
Person or any of its Subsidiaries has the power to direct or cause the direction
of the management and policies of such entity by contract or otherwise or if in
accordance with GAAP such entity is consolidated with the first-named Person for
financial statement purposes.

                  "Temporary Cash Investments" means (i) Investments in
marketable, direct obligations issued or guaranteed by the United States of
America, or of any governmental agency or political subdivision thereof,
maturing within 365 days of the date of purchase; (ii) Investments in demand
deposits or certificates of deposit issued by a bank organized under the laws of
the United States of America or any state thereof or the District of Columbia,
in each case having capital, surplus and undivided profits totaling more than
$500,000,000 and rated at least A by S&P and A-2 by Moody's, maturing within 365
days


<PAGE>   34

                                      -27-

of purchase; (iii) Investments in commercial paper, maturing not more than
180 days after the date of acquisition, issued by a corporation (other than an
Affiliate of the Company) organized and in existence under the laws of the
United States of America or any foreign country recognized by the United States
of America with a rating at the time as of which any Investment therein is made
of P-1 (or higher) according to Moody's or A-1 (or higher) according to S&P;
(iv) in the case of any non-Domestic Restricted Subsidiary, Investments: (a) in
direct obligations of the sovereign nation (or any agency thereof) in which such
non-Domestic Restricted Subsidiary is organized and is conducting business or in
obligations fully and unconditionally guaranteed by such sovereign nation (or
any agency thereof) or (b) of the type and maturity described in clauses (i)
through (iii) above of foreign obligors, which Investments or obligors (or the
parents of such obligors) have ratings described in such clauses or equivalent
ratings from comparable foreign rating agencies; or (v) Investments not
exceeding 365 days in duration in money market funds that invest substantially
all of such funds' assets in the Investments described in the preceding clauses
(i) and (iv).

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
ss.ss. 77aaa-77bbbb) as in effect on the date of this Indenture (except as
provided in Section 8.03 hereof).

                  "Treasury Rate," with respect to any Note, means the per annum
rate, determined by the Trustee and approved by the Company, equal to the yield
for U.S. Treasury securities with a term equal to the then remaining term to
stated maturity of such Note as indicated by Bloomberg Financial Markets (page
PXI or the relevant page at the date of determination indicating such yields)
(or, if such data ceases to be available, any publicly available source of
similar market data) at approximately 10:00 A.M., New York City time, on the
applicable day, calculated based on straight line interpolation of the yields of
the nearest relevant on-the-run U.S. Treasury securities.

                  "Trust Officer" means any officer or assistant officer of the
Trustee assigned by the Trustee to administer trust accounts.

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




<PAGE>   35

                                      -28-


                  "TSG" means TSG Capital Fund II, L.P.

                  "Unrestricted Subsidiary" means (a) Hayes Lemmerz Funding II
Company, (b) any Subsidiary of an Unrestricted Subsidiary and (c) any Subsidiary
of the Company which is classified after the Issue Date as an Unrestricted
Subsidiary by a resolution adopted by the Board of Directors of the Company;
provided that a Subsidiary organized or acquired after the Issue Date may be so
classified as an Unrestricted Subsidiary only if such classification is in
compliance with Section 4.13 hereof. The Trustee shall be given prompt notice by
the Company of each resolution adopted by the Board of Directors of the Company
under this provision, together with a copy of each such resolution adopted.

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

                  "Western Europe" means, with respect to any jurisdictional
matter, any of the twelve current member states of the European Community and
Switzerland, Norway, Sweden, Finland, Austria and the Czech Republic (and
"Western European" shall have a meaning correlative to the foregoing).

                  "Wholly-Owned Subsidiary" means any Restricted Subsidiary all
of the outstanding voting securities (other than directors' qualifying shares or
similar requirements of law in respect of non-Domestic Subsidiaries and other
than shares of Lemmerz representing not more than .01% of the voting securities
thereof) of which are owned, directly or indirectly, by the Company.

Section 1.02. Other Definitions.

                  The definitions of the following terms may be found in the
sections indicated as follows:

<TABLE>
<CAPTION>
Term                                                                            Defined in Section
----                                                                            ------------------
<S>                                                                             <C>
"Acquisition".........................................................................      4.10
"Affiliate Transaction"...............................................................      4.15
"Agent Members".......................................................................      2.14
"Bankruptcy Law"......................................................................      6.01
"Business Day"........................................................................     11.08
</TABLE>

<PAGE>   36

                                      -29-


<TABLE>
<S>                                                                             <C>
"Change of Control Offer".............................................................      4.19
"Change of Control Payment Date"......................................................      4.19
"Change of Control Purchase Price"....................................................      4.19
"Clearstream".........................................................................      2.14
"Covenant Defeasance".................................................................      9.03
"Custodian"...........................................................................      6.01
"DTC".................................................................................      2.14
"Euroclear"...........................................................................      2.14
"Event of Default"....................................................................      6.01
"Excess Proceeds Offer"...............................................................      4.14
"Global Notes"........................................................................      2.14
"Legal Defeasance"....................................................................      9.02
"Legal Holiday".......................................................................     11.08
"Offer Period"........................................................................      4.14
"Other Notes" ........................................................................      2.01
"Paying Agent"........................................................................      2.03
"Purchase Date".......................................................................      4.14
"Registrar"...........................................................................      2.03
"Regulation S Global Note"............................................................      2.14
"Regulation S Notes ..................................................................      2.01
"Reinvestment Date"...................................................................      4.14
"Restricted Global Note"..............................................................      2.14
"Restricted Period"...................................................................      2.14
"Rule 144A Notes".....................................................................      2.01
</TABLE>

Section 1.03. Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Notes.

                  "indenture securityholder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

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

<PAGE>   37

                                      -30-


                  "obligor on the indenture securities" means the Company, the
         Guarantors or any other obligor on the Notes or the Guarantees.

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

Section 1.04.               Rules of Construction.

                  Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it herein, whether
         defined expressly or by reference;

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

                  (3) "or" is not exclusive;

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

                  (5) words used herein implying any gender shall apply to every
         gender.

                                    ARTICLE 2

                                    THE NOTES


Section 2.01. Amount of Notes and Form and Dating.

                  The Trustee shall, upon receipt of a Company Request,
authenticate Notes for original issue on the Issue Date in the aggregate
principal amount of $300,000,000. Each such written order shall specify the
amount of Notes to be authenticated and the date on which the Notes are to be
authenticated and the title of the Notes of the series (which shall distinguish
the Notes of the series from Notes of any other series). All Notes issued on the
Issue Date shall be identical in all respects. The aggregate principal amount of
Initial Notes outstanding at any time may not exceed $300,000,000 except as
provided in Section 2.08. In addition, the Company may issue from time to time
Additional Notes as provided in Section 2.17.



<PAGE>   38

                                      -31-


                  Upon receipt of a Company Request and an Officers' Certificate
certifying that a registration statement relating to an exchange offer specified
in the Registration Rights Agreement is effective and that, if necessary, the
conditions precedent to a Private Exchange thereunder have been met, the Trustee
shall authenticate an additional series of Notes in an aggregate principal
amount not to exceed $300,000,000 for issuance in exchange for the Notes
tendered for exchange pursuant to such exchange offer registered under the
Securities Act and, if necessary, pursuant to a Private Exchange. Exchange Notes
or Private Exchange Notes may have such distinctive series designations and such
changes in the form thereof as are specified in the Company Request.

                  The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A which is incorporated in and
made part of this Indenture. The Notes may have notations, legends or
endorsements required by law, rule or usage. The Company may use "CUSIP" numbers
in issuing the Notes. The Company shall approve the form of the Notes.

                  Without limiting the generality of the foregoing, Notes
offered and sold to Qualified Institutional Buyers in reliance on Rule 144A
("Rule 144A Notes") shall bear the Private Placement Legend and include the form
of assignment set forth in Exhibit C-1, Notes offered and sold in offshore
transactions in reliance on Regulation S ("Regulation S Notes") shall bear the
Private Placement Legend and include the form of assignment set forth in Exhibit
C-2, and Notes subsequently transferred to Institutional Accredited Investors in
transactions exempt from registration under the Securities Act not made in
reliance on Rule 144A or Regulation S ("Other Notes") may be represented by the
Restricted Global Note or, if such an investor may not hold an interest in the
Restricted Global Note, a Physical Note in each case bearing the Private
Placement Legend. Each Note shall be dated the date of its authentication.

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


<PAGE>   39

                                      -32-


Section 2.02. Execution and Authentication.

                  The Notes shall be executed on behalf of the Company by two
Officers of the Company or an Officer and an Assistant Secretary of the Company.
Such signature may be either manual or facsimile. The Company's seal shall be
impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile
form.

                  If an Officer whose signature is on a Note no longer holds
that office at the time the Trustee authenticates the Note, the Note shall be
valid nevertheless.

                  A Note shall not be valid until the Trustee manually signs the
certificate of authentication on the Note. Such signature shall be conclusive
evidence that the Note has been authenticated under this Indenture.

                  On the Issue Date, the Trustee or an authenticating agent
shall authenticate Notes for original issue in the aggregate principal amount of
$300,000,000 in the form of Initial Notes upon a Company Request. Additional
Notes shall be issued in an aggregate principal amount not to exceed
$100,000,000 and in accordance with Section 2.17. Any such Company Request shall
specify the amount of the Notes to be authenticated and the date on which the
original issue of Notes is to be authenticated, whether the Notes should bear
the Private Placement Legend and whether (subject to Section 2.01) the Notes are
to be issued as Physical Notes or Global Notes and such other information as the
Trustee may be reasonably request, and, in the case of an issuance of Additional
Notes pursuant to Section 2.17 after the Issue Date, shall certify that such
issuance will not be prohibited by Section 4.10. The Notes shall be issuable
only in registered form without coupons and only in denominations of $1,000 and
integral multiples thereof.

                  Notwithstanding the foregoing, all Notes issued under this
Indenture shall vote and consent together on all matters (as to which any of
such Notes may vote or consent) as one class and no series of Notes will have
the right to vote or consent as a separate class on any matter.

                  The Trustee may appoint an authenticating agent reasonably
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


<PAGE>   40

                                      -33-


authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same right as an Agent to deal with the Company or
an Affiliate.

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 ("Registrar"), an
office or agency located in the Borough of Manhattan, City of New York, State of
New York where Notes may be presented for payment ("Paying Agent") and an office
or agency where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served. The Registrar shall keep a register of
the Notes and of their transfer and exchange. The Company may have one or more
co-registrars and one or more additional paying agents. Neither the Company nor
any Affiliate may act as Paying Agent. The Company may change any Paying Agent,
Registrar or co-registrar without notice to any Noteholder.

                  The Company shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee in writing of the name and address of any such
Agent. If the Company fails to maintain a Registrar or Paying Agent, or agent
for service of notices and demands, or fails to give the foregoing notice, the
Trustee shall act as such. The Company initially appoints the Trustee as
Registrar, Paying Agent and agent for service of notices and demands in
connection with the Notes.

Section 2.04. Paying Agent To Hold Assets in Trust.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that, subject to Articles 10 and 11, each Paying
Agent shall hold in trust for the benefit of the Holders or the Trustee all
assets held by the Paying Agent for the payment of principal of, or interest on,
the Notes (whether such assets have been distributed to it by the Company or any
other obligor on the Notes), and the Company and the Paying Agent shall notify
the Trustee in writing of any Default by the Company (or any other obligor on
the Notes) in making any such payment. The Company at any time may require a
Paying Agent to distribute all assets held by it to the Trustee and account for
any assets disbursed and the Trustee may at any


<PAGE>   41

                                      -34-


time during the continuance of any Payment Default, upon written request to a
Paying Agent, require such Paying Agent to distribute all assets held by it to
the Trustee and to account for any assets distributed. Upon distribution to the
Trustee of all assets that shall have been delivered by the Company to the
Paying Agent, the Paying Agent shall have no further liability for such assets.

Section 2.05. Noteholder 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 Noteholders and shall otherwise comply with TIA Section 312(a). If
the Trustee is not the Registrar, the Company shall furnish to the Trustee as of
each Record Date and at least seven Business Days before each related 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 Noteholders.

Section 2.06. Transfer and Exchange.

                  Subject to Sections 2.14 and 2.15, when a Note is presented to
the Registrar with a request to register the transfer thereof, the Registrar
shall register the transfer as requested if the requirements of applicable law
are met and, when Notes are presented to the Registrar with a request to
exchange them for an equal principal amount of Notes of other authorized
denominations, the Registrar shall make the exchange as requested; provided that
every Note presented or surrendered for registration of transfer or exchange
shall be duly endorsed, or be accompanied by a written instrument of transfer in
form satisfactory to the Company and the Registrar duly executed by the Holder
thereof or his attorney duly authorized in writing. To permit transfers and
exchanges, upon surrender of any Note for registration of transfer at the office
or agency maintained pursuant to Section 2.03 hereof, the Company shall execute
and the Trustee shall authenticate Notes (and the Subsidiary Guarantors shall
execute the guarantee thereon) at the Registrar's written request. Any exchange
or transfer shall be without charge, except that the Company may require payment
by the Holder of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation to a transfer or exchange, but this provision
shall not apply to any exchange pursuant to Sections 2.09, 3.06 or 8.05 hereof.
The Trustee


<PAGE>   42

                                      -35-


shall not be required to register transfers of Notes or to exchange Notes for a
period of 15 days before selection of any Notes to be redeemed. The Trustee
shall not be required to exchange or register transfers of any Notes called or
being called for redemption in whole or in part, except the unredeemed portion
of any Note being redeemed in part.

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

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

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

Section 2.07. Replacement Notes.

                  If a mutilated Note is surrendered to the Trustee or if the
Holder of a Note presents evidence to the satisfaction of the Company and the
Trustee that the Note has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Note (and the
Guarantors shall execute a guarantee thereon) if the Trustee's requirements are
met. An indemnity bond must be supplied by such Holder that is sufficient in the
judgment of the Company and the Trustee to protect the Company, the Trustee or
any Agent from any loss which any of them may suffer if a Note is


<PAGE>   43

                                      -36-

replaced. The Company may charge such Holder for its reasonable, out-of-pocket
expenses in replacing a Note, including reasonable fees and expenses of counsel.
Every replacement Note is an additional obligation of the Company.

Section 2.08. Outstanding Notes.

                  Notes outstanding at any time are all Notes authenticated by
the Trustee except for those cancelled by it, those delivered to it for
cancellation, and those described in this Section 2.08 as not outstanding.

                  If a Note is replaced pursuant to Section 2.07 (other than a
mutilated Note surrendered for replacement), it ceases to be outstanding until
the Company and the Trustee receive proof satisfactory to each of them 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 a Paying Agent holds on a Redemption Date or Maturity Date
money sufficient to pay the principal of, premium, if any, and accrued interest
on Notes payable on that date and is not prohibited from paying such money to
the Holders thereof pursuant to the terms of this Indenture, then on and after
that date such Notes cease to be outstanding and interest on them ceases to
accrue.

                  Subject to Section 11.06, a Note does not cease to be
outstanding solely because the Company or an Affiliate holds the Note.

Section 2.09. Temporary Notes.

                  Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall, upon receipt of a Company Request, authenticate
temporary Notes. Temporary Notes shall be substantially in the form, and shall
carry all rights, of definitive Notes but may have variations that the Company
considers appropriate for temporary Notes. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Notes in
exchange for temporary Notes presented to it.




<PAGE>   44

                                      -37-


Section 2.10. Cancellation.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee, or
at the direction of the Trustee, the Registrar or the Paying Agent, and no one
else, shall cancel and at the written request of the Company, shall dispose of
all Notes surrendered for transfer, exchange, payment or cancellation; provided,
however, that in no event shall the Trustee be required to destroy any such
Notes. If the Company or any Guarantor shall acquire any of the Notes, such
acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Notes unless and until the same are surrendered
to the Trustee for cancellation or pursuant to this Section 2.10.

Section 2.11. Defaulted Interest.

                  If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted amounts, plus any interest payable on defaulted
amounts pursuant to Section 4.01 hereof, to the persons who are Noteholders on a
subsequent special record date, which date shall be the fifteenth day next
preceding the date fixed by the Company for the payment of defaulted interest or
the next succeeding Business Day if such date is not a Business Day. At least 15
days before the special record date, the Company shall mail or cause to be
mailed to each Noteholder, with a copy to the Trustee, a notice that states the
special record date, the payment date, and the amount of defaulted interest, and
interest payable on such defaulted interest, if any, to be paid.

Section 2.12. Deposit of Moneys.

                  Prior to 10:00 a.m., New York City time, on each Interest
Payment Date and on the Maturity Date, the Company shall have deposited with the
Paying Agent in immediately available funds money sufficient to make cash
payments, if any, due on such Interest Payment Date or on the Maturity Date, as
the case may be, in a timely manner which permits the Trustee to remit payment
to the Holders on such Interest Payment Date or on the Maturity Date, as the
case may be.


<PAGE>   45


                                      -38-

Section 2.13. CUSIP Number.

                  The Company in issuing the Notes may use one or more "CUSIP"
numbers, and if so, the Trustee shall use the CUSIP number(s) in notices of
redemption or exchange as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number(s) printed in the notice or on the Notes, and that
reliance may be placed only on the other identification numbers printed on the
Notes.

Section 2.14. Book-Entry Provisions for Global Notes.

                  (a) Rule 144A Notes and Other Notes which may be held in
global form, other than Regulation S Notes, initially shall be represented by
one or more notes in registered, global form without interest coupons
(collectively, the "Restricted Global Note"). Regulation S Notes initially shall
be represented by one or more notes in registered, global form without interest
coupons (collectively, the "Regulation S Global Note," and, together with the
Restricted Global Note, the "Global Notes"). The Global Notes initially shall
(i) be registered in the name of The Depository Trust Company ("DTC") or the
nominee of DTC, in each case for credit to an account of an Agent Member (as
defined below) (or, in the case of the Regulation S Global Notes, of Morgan
Guaranty Trust Company, as operator of the Euroclear System ("Euroclear") and
Clearstream Banking, S.A. ("Clearstream")), (ii) be delivered to the Trustee as
custodian for DTC and (iii) bear legends as set forth in Exhibit D.

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




<PAGE>   46

                                      -39-


                  (b) Transfers of Global Notes shall be limited to transfer in
whole, but not in part, to DTC, its successors or their respective nominees.
Interests of beneficial owners in the Global Notes may be transferred or
exchanged for Physical Notes upon receipt by the Trustee of written instructions
from DTC or its nominee on behalf of any beneficial owner and in accordance with
the rules and procedures of DTC and the provisions of Section 2.15. In addition,
a Global Note shall be exchangeable for Physical Notes if (i) DTC (x) notifies
the Company that it is unwilling or unable to continue as depository for such
Global Note and the Company thereupon fails to appoint a successor depository or
(y) has ceased to be a clearing agency registered under the Exchange Act, (ii)
the Company, at its option, notifies the Trustee in writing that it elects to
cause the issuance of such Physical Notes or (iii) there shall have occurred and
be continuing a Default or an Event of Default with respect to the Notes. In all
cases, Physical Notes delivered in exchange for any Global Note or beneficial
interests therein shall be registered in the names, and issued in any approved
denominations, requested by or on behalf of DTC (in accordance with its
customary procedures).

                  (c) In connection with any transfer or exchange of a portion
of the beneficial interest in any Global Note to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more Physical Notes are to be
issued) reflect on its books and records the date and a decrease in the
principal amount of the Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred, and the Company
shall execute, and the Trustee shall upon receipt of a written order from the
Company authenticate and make available for delivery, one or more Physical Notes
of like tenor and amount.

                  (d) In connection with the transfer of Global Notes as an
entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall
be deemed to be surrendered to the Trustee for cancellation, and the Company
shall execute, and the Trustee shall authenticate and deliver or make available
for delivery, to each beneficial owner identified by the Depository in writing
in exchange for its beneficial interest in the Global Notes, an equal aggregate
principal amount of Physical Notes of authorized denominations.

                  (e) Any Physical Note constituting a Restricted Note delivered
in exchange for an interest in a Global Note pursuant



<PAGE>   47

                                      -40-


to paragraph (b) shall, except as otherwise provided by paragraphs (a)(i)(x) and
(c) of Section 2.15, bear the Private Placement Legend or, in the case of the
Regulation S Global Note, the legend set forth in Exhibit C, in each case,
unless the Company determines otherwise in compliance with applicable law.

                  (f) On or prior to the 40th-day after the later of the
commencement of the offering of the Notes represented by the Regulation S Global
Note and the issue date of such Notes (such period through and including such
40th day, the "Restricted Period"), a beneficial interest in a Regulation S
Global Note may be transferred to a Person who takes delivery in the form of an
interest in the corresponding Restricted Global Note only upon receipt by the
Trustee of a written certification from the transferor to the effect that such
transfer is being made (i)(a) to a Person whom the transferor reasonably
believes is a Qualified Institutional Buyer in a transaction meeting the
requirements of Rule 144A or (b) pursuant to another exemption from the
registration requirements under the Securities Act which is accompanied by an
opinion of counsel regarding the availability of such exemption and (ii) in
accordance with all applicable securities laws of any state of the United States
or any other jurisdiction.

                  (g) Beneficial interests in the Restricted Global Note may be
transferred to a Person who takes delivery in the form of an interest in the
Regulation S Global Note, whether before or after the expiration of the
Restricted Period, only if the transferor first delivers to the Trustee a
written certificate to the effect that such transfer is being made in accordance
with Rule 903 or 904 of Regulation S or Rule 144 (if available) and that, if
such transfer occurs prior to the expiration of the Restricted Period, the
interest transferred will be held immediately thereafter through Euroclear or
Clearstream.

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


<PAGE>   48

                                      -41-


                  (i) The Holder of any Global Note may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.

Section 2.15. Special Transfer Provisions.

                  (a) Transfers to Non-QIB Institutional Accredited Investors
and Non-U.S. Persons. The following provisions shall apply with respect to the
registration of any proposed transfer of a Note constituting a Restricted Note
to any Institutional Accredited Investor which is not a QIB or to any Non-U.S.
Person:

                    (i) the Registrar shall register the transfer of any Note
         constituting a Restricted Note, whether or not such Note bears the
         Private Placement Legend, if (x) the requested transfer is after the
         Issue Date plus two years or such other date as such Note shall be
         freely transferable under Rule 144 as certified in an Officers'
         Certificate or (y)(1) in the case of a transfer to an Institutional
         Accredited Investor which is not a QIB (excluding Non-U.S. Persons),
         the proposed transferee has delivered to the Registrar a certificate
         substantially in the form of Exhibit E hereto or (2) in the case of a
         transfer to a Non-U.S. Person (including a QIB), the proposed
         transferor has delivered to the Registrar a certificate substantially
         in the form of Exhibit F hereto; provided that in the case of a
         transfer of a Note bearing the Private Placement Legend for a Note not
         bearing the Private Placement Legend, the Registrar has received an
         Officers' Certificate authorizing such transfer; and

                   (ii) if the proposed transferor is an Agent Member holding a
         beneficial interest in a Global Note, upon receipt by the Registrar of
         (x) the certificate, if any, required by paragraph (i) above and (y)
         instructions given in accordance with the Depositary's and the
         Registrar's procedures,

whereupon the Registrar shall reflect on its books and records the date and (if
the transfer does not involve a transfer of outstanding Physical Notes) a
decrease or increase, as the case may be, in the principal amount of a Global
Note in an amount


<PAGE>   49
                                      -42-


equal to the principal amount of the beneficial interest in a Global Note to be
transferred.

                  (b) Transfers to QIBs. The following provisions shall apply
with respect to the registration of any proposed registration of transfer of a
Note constituting a Restricted Note to a QIB (excluding transfers to Non-U.S.
Persons):

                    (i) the Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on such Holder's Note stating, or has otherwise advised
         the Company and the Registrar in writing, that the sale has been made
         in compliance with the provisions of Rule 144A to a transferee who has
         signed the certification provided for on such Holder's Note stating, or
         has otherwise advised the Company and the Registrar in writing, that it
         is purchasing the Note for its own account or an account with respect
         to which it exercises sole investment discretion and that it and any
         such account is a QIB within the meaning of Rule 144A, and is aware
         that the sale to it is being made in reliance on Rule 144A and
         acknowledges that it has received such information regarding the
         Company as it has requested pursuant to Rule 144A or has determined not
         to request such information and that it is aware that the transferor is
         relying upon its foregoing representations in order to claim the
         exemption from registration provided by Rule 144A; and

                   (ii) if the proposed transferee is an Agent Member, and the
         Notes to be transferred consist of Physical Notes which after transfer
         are to be evidenced by an interest in the Global Note, upon receipt by
         the Registrar of instructions given in accordance with the Depositary's
         and the Registrar's procedures, the Registrar shall reflect on its
         books and records the date and an increase in the principal amount of
         the Global Note in an amount equal to the principal amount of the
         Physical Notes to be transferred, and the Trustee shall cancel the
         Physical Notes so transferred.

                  (c) Private Placement Legend. Upon the registration of
transfer, exchange or replacement of Notes not bearing the Private Placement
Legend, the Registrar shall deliver Notes that do not bear the Private Placement
Legend. Upon the registration of transfer, exchange or replacement of Notes
bearing


<PAGE>   50

                                      -43-


the Private Placement Legend, the Registrar shall deliver only Notes that bear
the Private Placement Legend unless (i) it has received the Officers'
Certificate required by paragraph (a)(i)(y) of this Section 2.15, (ii) there is
delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the
Company and the Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act or (iii) such Note has been sold pursuant to an
effective registration statement under the Securities Act and the Registrar has
received an Officers' Certificate from the Company to such effect.

                  (d) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture.

                  The Registrar shall retain for a period of two years copies of
all letters, notices and other written communications received pursuant to
Section 2.14 or this Section 2.15. The Company shall have the right to inspect
and make copies of all such letters, notices or other written communications at
any reasonable time upon the giving of reasonable notice to the Registrar.

Section 2.16. Computation of Interest.

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

Section 2.17. Issuance of Additional Notes.

                  The Company shall be entitled to issue Additional Notes under
this Indenture, which shall have substantially identical terms as the Initial
Notes, other than with respect to the date of issuance, issue price, amount of
interest payable on the first payment date applicable thereto or upon a
registration default as provided under a registration rights agreement related
thereto (and, if such Additional Notes shall be issued in the form of Exchange
Notes, other than with respect to transfer restrictions); provided that such
issuance is not prohibited by Section 4.10; provided, further, that the
aggregate principal amount of Notes issued under this Indenture shall not exceed
$400,000,000 except as provided in Sections 2.07


<PAGE>   51
                                      -44-


and 2.08. The Initial Notes, any Additional Notes and all Exchange Notes issued
in exchange therefor shall be treated as a single class for all purposes under
this Indenture in accordance with Section 2.02.

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

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

                  (2) the issue price and the issue date of such Additional
         Notes and the amount of interest payable on the first payment date
         applicable thereto; and

                  (3) whether such Additional Notes shall be transfer restricted
         securities issued with the Private Placement Legend or shall be
         registered securities issued without the Private Placement Legend.

                                    ARTICLE 3

                                   REDEMPTION


Section 3.01. Notices to Trustee.

                  If the Company elects to redeem Notes pursuant to, and at the
redemption prices set forth in, any subparagraph of Paragraph 5 of the Notes, it
shall notify the Trustee of the Redemption Date and the principal amount of
Notes to be redeemed at least 30 days (or, in the case of a redemption pursuant
to paragraph 5(c) of the Notes, 20 days and, in any case, unless a shorter
notice shall be satisfactory to the Trustee) but not more than 60 days before
the Redemption Date. Any such notice may be cancelled at any time prior to
notice of such redemption being mailed to any Holder and shall thereby be void
and of no effect.


<PAGE>   52

                                      -45-


Section 3.02. Selection by Trustee of Notes To Be Redeemed.

                  If fewer than all of the Notes are to be redeemed, the Trustee
shall select the Notes to be redeemed pro rata, by lot or by any other method
that the Trustee considers fair and appropriate and, if such Notes are listed on
any securities exchange, by a method that complies with the requirements of such
exchange.

                  The Trustee shall make the selection from the Notes
outstanding and not previously called for redemption and 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 in denominations of $1,000 may be redeemed only in whole. The
Trustee may select for redemption portions (equal to $1,000 or integral
multiples thereof) of the principal amount of Notes that have denominations
larger than $1,000. Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption.

Section 3.03. Notice of Redemption.

                  At least 30 days (and, in the case of a redemption pursuant to
paragraph 5(c) of the Notes, 20 days), and no more than 60 days, before a
Redemption Date, the Company shall mail, or cause to be mailed, a notice of
redemption by first-class mail to each Holder of Notes to be redeemed at his or
her last address as the same appears on the registry books maintained by the
Registrar pursuant to Section 2.03 hereof.

                  The notice shall identify the Notes to be redeemed (including
the CUSIP number(s) thereof) and shall state:

                  (1) the Redemption Date;

                  (2) the redemption price;

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

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


<PAGE>   53

                                      -46-


                  (5) that Notes called for redemption must be surrendered to
         the Paying Agent to collect the redemption price;

                  (6) that, unless the Company defaults in making the redemption
         payment, interest on the Notes called for redemption ceases to accrue
         on and after the Redemption Date, and the only remaining right of the
         Holders of such Notes is to receive payment of the redemption price
         upon surrender to the Paying Agent of the Notes redeemed;

                  (7) the subparagraph of Paragraph 5 of the Notes pursuant to
         which the Notes called for redemption are being redeemed; and

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

                  At the Company's written request delivered at least 45 days
(and, in the case of a redemption pursuant to paragraph 5(c) of the Notes, 30
days) prior to the Redemption Date, the Trustee shall give the notice of
redemption in the Company's name and at the Company's sole expense; provided,
however, that the Company shall have delivered to the Trustee, at least 30 days
(and, in the case of a redemption pursuant to paragraph 5(c) of the Notes, 20
days) prior to the Redemption Date, a Company Request 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.

                  Once the notice of redemption described in Section 3.03 is
mailed, Notes called for redemption become due and payable on the Redemption
Date and at the redemption price, plus interest, if any, accrued to the
Redemption Date. Upon surrender to the Trustee or Paying Agent, such Notes shall
be paid at the redemption price, plus accrued interest, if any, to the
Redemption Date; provided that if the Redemption Date is after a regular
interest payment record date and on or prior to the Interest Payment Date, the
accrued interest shall be payable to the Holder of the redeemed Notes registered
on the relevant record date.


<PAGE>   54

                                      -47-


Section 3.05. Deposit of Redemption Price.

                  On or prior to 10:00 A.M., New York City time, on each
Redemption Date, the Company shall deposit with the Paying Agent in immediately
available funds money sufficient to pay the redemption price of and accrued
interest, if any, on all Notes to be redeemed on that date other than Notes or
portions thereof called for redemption on that date which have been delivered by
the Company to the Trustee for cancellation.

                  On and after any Redemption Date, if money sufficient to pay
the redemption price of and accrued interest on Notes called for redemption
shall have been made available in accordance with the preceding paragraph, the
Notes called for redemption will cease to accrue interest and the only right of
the Holders of such Notes will be to receive payment of the redemption price of
and, subject to the proviso in Section 3.04, accrued and unpaid interest on such
Notes to the Redemption Date. If any Note called for redemption shall not be so
paid, interest will be paid, from the Redemption Date until such redemption
payment is made, on the unpaid principal of the Note and any interest not paid
on such unpaid principal, in each case, at the rate and in the manner provided
in the Notes.

Section 3.06. Notes Redeemed in Part.

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

                                    ARTICLE 4

                                    COVENANTS


Section 4.01. Payment of Notes.

                  The Company shall pay the principal of and interest on the
Notes on the dates and in the manner provided in the Notes and this Indenture.
An installment of principal or interest shall be considered paid on the date it
is due if the Trustee or Paying Agent holds, as of 10:00 A.M., New York City
time on that date money designated for and sufficient to pay


<PAGE>   55

                                      -48-


such installment and is not prohibited from paying such money to the Holders
pursuant to the terms of this Indenture.

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

Section 4.02. SEC Reports.

                  The Company will deliver to the Trustee within 15 days after
the filing of the same with the SEC, copies of the quarterly and annual reports
and of the information documents and other reports, if any, which the Company is
required to file with the SEC pursuant to Section 13 or 15(d) of the Securities
Exchange Act. The Company will also comply with the other provisions of TIA
Section 314(a).

                  Notwithstanding that the Company may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
will file with the SEC, to the extent permitted, and provide the Trustee and
Holders of Notes with such quarterly and annual reports and such information,
documents and other reports specified in Section 13 and 15(d) of the Exchange
Act. In such event, the Company shall also, upon request, provide to any Holder
of Notes or any prospective transferee of any such Holder any information
concerning the Company (including financial statements) necessary in order to
permit such Holder to sell or transfer Notes in compliance with Rule 144A under
the Securities Act; provided, however, that the Company shall not be required to
furnish such information in connection with any request made on or after the
date which is two years from the later of (i) the date such Note (or any
predecessor Note) was acquired from the Company or (ii) the date such Note (or
any predecessor Note) was last acquired from an "affiliate" of the Company
within the meaning of Rule 144 under the Securities Act.

                  Delivery of such reports, information and documents to the
Trustee is for informational purposes only, and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).


<PAGE>   56

                                      -49-


Section 4.03. Waiver of Stay, Extension or Usury Laws.

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

Section 4.04. Compliance Certificate.

                  (a) The Company shall deliver to the Trustee, within 100
days after the end of each fiscal year and on or before 50 days after the end of
the first, second and third quarters of each fiscal year, an Officers'
Certificate which complies with TIA ss. 314(a)(4) stating that a review of the
activities of the Company and its Subsidiaries during such fiscal year or fiscal
quarter, as the case may be, has been made under the supervision of the signing
Officers with a view to determining whether each 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 his or her
knowledge each 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 hereof (or, if a
Default or Event of Default shall have occurred, describing all or such Defaults
or Events of Default of which he or she may have knowledge and what action each
is taking or proposes to take with respect thereto) and that to the best of his
or her knowledge no event has occurred and remains in existence by reason of
which payments on account of the principal of or interest, if any, on the Notes
is prohibited or if such event has occurred, a description of the event and what
action each is taking or proposes to take with respect thereto.


<PAGE>   57

                                      -50-


                  (b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 4.02 above shall be
accompanied by a written statement of the Company's independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements
nothing has come to their attention which would lead them to believe that the
Company has violated any provisions of this Article 4 or Article 5 hereof of
this Indenture or, if any such violation has occurred, specifying the nature and
period of existence thereof, it being understood that such accountants shall not
be liable directly or indirectly for any failure to obtain knowledge of any such
violation.

                  (c) (i) If any Default or Event of Default has occurred
and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder
with respect to a claimed Default under this Indenture or the Notes, the Company
shall deliver to the Trustee an Officers' Certificate specifying such event,
notice or other action within five Business Days of its becoming aware of such
occurrence.

Section 4.05. Payment of Taxes and Other Claims.

                  The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (i) all taxes, assessments
and governmental charges (including withholding taxes and any penalties,
interest and additions to taxes) levied or imposed upon it or any of its
Subsidiaries or properties of it or any of its Subsidiaries and (ii) all lawful
claims for labor, materials and supplies that, if unpaid, might by law become a
Lien upon the property of it or any of its Subsidiaries; provided, however, that
the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim if the amount,
applicability or validity thereof is being contested in good faith by
appropriate proceedings and an adequate reserve has been established therefor to
the extent required by GAAP.

Section 4.06. Maintenance of Properties and Insurance.

                  (a) The Company shall cause all properties used or useful
to the conduct of its business or the business of any of


<PAGE>   58

                                      -51-


its Subsidiaries to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment and shall cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in its judgment may be necessary, so that the business carried on in
connection therewith may be properly and advantageously conducted at all times
unless the failure to so maintain such properties (together with all other such
failures) would not have a material adverse effect on the financial condition or
results of operations of the Company and its Subsidiaries, taken as a whole;
provided, however, that nothing in this Section 4.06 shall prevent the Company
or any Subsidiary from discontinuing the operation or maintenance of any of such
properties, or disposing of any of them, if such discontinuance or disposal is
in the good faith judgment of the Board of Directors of the Company or the
Subsidiary concerned, as the case may be, desirable in the conduct of the
business of the Company or such Subsidiary, as the case may be, and is not
disadvantageous in any material respect to the Holders.

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

Section 4.07. Compliance with Laws.

                  The Company shall, and shall cause each of its Subsidiaries
to, comply with all applicable statutes, rules, regulations, orders and
restrictions of the United States of America, all states and municipalities
thereof, and of any governmental department, commission, board, regulatory
authority, bureau, agency and instrumentality of the foregoing, in respect of
the conduct of its businesses and the ownership


<PAGE>   59
                                      -52-


of its properties, except for such noncompliances as would not in the aggregate
have a material adverse effect on the business or financial condition of the
Company and its Subsidiaries, taken as a whole.

Section 4.08. Corporate Existence.

                  Subject to Article 5 hereof, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and effect (i)
its corporate existence, and the corporate, partnership or other existence of
each Restricted Subsidiary, in accordance with the respective organizational
documents (as the same may be amended from time to time) of each Restricted
Subsidiary and the rights (charter and statutory), licenses and franchises of
the Company and its Restricted Subsidiaries; provided, however, that the Company
shall not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Restricted Subsidiaries,
if the Board of Directors 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.

Section 4.09. Maintenance of Office or Agency.

                  The Company shall maintain an office or agency where Notes may
be surrendered for registration of transfer or exchange or for presentation for
payment and where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the address of the Trustee as set forth in Section 11.02.

                  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.
The Company shall give prompt written notice to the Trustee of such designation
or rescission and of any change in the location of any such other office or
agency.




<PAGE>   60
                                      -53-


                  The Company hereby initially designates the Corporate Trust
Office of the Trustee set forth in Section 11.02 as such office of the Company.

Section 4.10. Limitation on Additional Indebtedness.

                  (a) The Company shall not, and shall not permit any
Restricted Subsidiary of the Company to, directly or indirectly, incur any
Indebtedness (including Acquired Indebtedness) other than Permitted
Indebtedness.

                  (b) Notwithstanding the foregoing, the Company and its
Restricted Subsidiaries may incur Indebtedness (including Acquired
Indebtedness), if (i) after giving effect to the incurrence of such Indebtedness
and the receipt and application of the proceeds thereof, the Company's Fixed
Charge Coverage Ratio (determined on a pro forma basis for the last four fiscal
quarters of the Company for which financial statements are available at the date
of determination in accordance with the further provisions of this clause (b))
is greater than 2.0 to 1 and (ii) no Default or Event of Default shall have
occurred and be continuing at the time or as a consequence of the incurrence of
such Indebtedness. For purposes of computing the Fixed Charge Coverage Ratio,
(A) if the Indebtedness which is the subject of a determination under this
provision is Acquired Indebtedness, or Indebtedness incurred in connection with
the simultaneous acquisition (by way of merger, consolidation or otherwise) of
any Person, business, property or assets (an "Acquisition"), then such ratio
shall be determined by giving effect to (on a pro forma basis, as if the
transaction had occurred at the beginning of the four-quarter period used to
make such calculation) both the incurrence or assumption of such Acquired
Indebtedness or such other Indebtedness and the inclusion in the Company's
EBITDA of the EBITDA of the acquired Person, business, property or assets, (B)
if any Indebtedness outstanding or to be incurred (x) bears a floating rate of
interest, the interest expense on such Indebtedness shall be calculated as if
the rate in effect on the date of determination had been the applicable rate for
the entire period (taking into account on a pro forma basis any Interest Rate
Agreement applicable to such Indebtedness if such Interest Rate Agreement has a
remaining term as at the date of determination in excess of 12 months), (y)
bears, at the option of the Company or a Restricted Subsidiary, a fixed or
floating rate of interest, the interest expense on such Indebtedness shall be
computed by


<PAGE>   61

                                      -54-


applying, at the option of the Company or such Restricted Subsidiary, either a
fixed or floating rate and (z) was incurred under a revolving credit facility,
the interest expense on such Indebtedness shall be computed based upon the
average daily balance of such Indebtedness during the applicable period, (C) for
any quarter included in the calculation of such ratio prior to the date that any
Asset Sale was consummated, or that any Indebtedness was incurred, or that any
Acquisition was effected, by the Company or any of its Subsidiaries, such
calculation shall be made on a pro forma basis, giving effect to each Asset
Sale, incurrence of Indebtedness or Acquisition, as the case may be, and the use
of any proceeds therefrom, as if the same had occurred at the beginning of the
four quarter period used to make such calculation, and (D) the Fixed Charge
Coverage Ratio shall not take into account Permitted Indebtedness that is
incurred at the same time as Indebtedness under this paragraph.

Section 4.11. Limitation on Foreign Indebtedness.

                  (a) The Company shall not permit any Restricted
Subsidiary of the Company which is not a Guarantor to, directly or indirectly,
incur any Indebtedness (including Acquired Indebtedness) other than Permitted
Indebtedness set forth in clauses (i) through (x) and (xii) of the definition
thereof unless after giving effect to the incurrence of such Indebtedness and
the receipt of the application of the proceeds thereof, (A) if, as a result of
the incurrence of such Indebtedness such Restricted Subsidiary will become
subject to any restriction or limitation on the payment of dividends or the
making of other distributions, (I) the ratio of Foreign EBITDA to Foreign
Interest Expense (determined on a pro forma basis for the last four fiscal
quarters for which financial statements are available at the date of
determination) is greater than 2.5 to 1 and (II) the ratio of the Company's
Adjusted EBITDA to Consolidated Fixed Charges (determined on a pro forma basis
for the last four fiscal quarters of the Company for which financial statements
are available at the date of determination) is greater than 2.0 to 1 and (B) in
any other case, the Company's Fixed Charge Coverage Ratio (determined on a pro
forma basis for the last four fiscal quarters of the Company for which financial
statements are available at the date of determination) is greater than 2.0 to 1
and (iii) no Default or Event of Default shall have occurred and be continuing
at the time or as a consequence of the incurrence of such Indebtedness.


<PAGE>   62
                                      -55-


                  (b) In the event that any Indebtedness incurred pursuant
to clause (B) of the foregoing paragraph (a) is proposed to be amended, modified
or otherwise supplemented such that the payment of dividends or the making of
other distributions becomes subject in any manner to any restriction or
limitation, the Company will not permit the Restricted Subsidiary to so amend,
modify or supplement such Indebtedness unless such Indebtedness could be
incurred pursuant to the terms of clause (A) of the foregoing paragraph (a).

                  (c) All calculations required under paragraphs (a) and
(b) hereof shall be made in a manner consistent with the calculations required
under paragraph (b) of Section 4.10.

Section 4.12. Limitation on Common Stock of Subsidiaries.

                  The Company shall not (i) sell, pledge, hypothecate or
otherwise convey or dispose of any Common Stock of a Restricted Subsidiary
(other than under or in respect of the Amended Credit Agreement or under the
terms of any Designated Senior Indebtedness and other than pledges of the
Capital Stock of Restricted Subsidiaries that are not Guarantors securing
Indebtedness of such Restricted Subsidiaries that are not Guarantors) or (ii)
permit any of its Subsidiaries to issue any Common Stock, other than to the
Company or a Wholly-Owned Subsidiary of the Company. The foregoing restrictions
shall not apply to an Asset Sale made in compliance with Section 4.14.

Section 4.13. Limitation on Restricted Payments.

                  The Company shall not make, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, make, any Restricted
Payment, unless:

                  (a) no Default or Event of Default shall have occurred and be
         continuing at the time of or immediately after giving effect to such
         Restricted Payment;

                  (b) immediately after giving pro forma effect to such
         Restricted Payment, the Company could incur $1.00 of additional
         Indebtedness (other than Permitted Indebtedness) under Section 4.10;
         and

                  (c) immediately after giving effect to such Restricted
         Payment, the aggregate of all Restricted

<PAGE>   63
                                      -56-


         Payments declared or made after July 2, 1996 does not exceed the sum of
         (1) $5,000,000, plus (2) 50% of the Company's Consolidated Net Income
         (or in the event that such Consolidated Net Income shall be a deficit,
         minus 100% of such deficit) after July 2, 1996, plus (3) 100% of the
         aggregate Net Cash Proceeds from the issue or sale, after July 2, 1996,
         of Capital Stock (other than Disqualified Capital Stock or Capital
         Stock of the Company issued to any Subsidiary of the Company) of the
         Company or any Indebtedness or other securities of the Company
         convertible into or exercisable or exchangeable for Capital Stock
         (other than Disqualified Capital Stock) of the Company which has been
         so converted or exercised or exchanged, as the case may be. For
         purposes of determining under this clause (c) the amount expended for
         Restricted Payments, cash distributed shall be valued at the face
         amount thereof and property other than cash shall be valued at its fair
         market value.

                  The provisions of this Section 4.13 shall not prohibit (i) the
payment of any distribution within 60 days after the date of declaration
thereof, if at such date of declaration such payment would comply with the
provisions of this Indenture, (ii) the retirement of any shares of Capital Stock
of the Company or Indebtedness which is subordinated in right of payment to the
Notes by conversion into, or by or in exchange for, shares of Capital Stock
(other than Disqualified Capital Stock), or out of, the Net Cash Proceeds of the
substantially concurrent sale (other than to a Subsidiary of the Company) of
other shares of Capital Stock of the Company (other than Disqualified Capital
Stock), (iii) the redemption, repayment or retirement of Indebtedness of the
Company subordinated in right of payment to the Notes in exchange for, by
conversion into, or out of the Net Cash Proceeds of, a substantially concurrent
sale or incurrence of Indebtedness (other than any Indebtedness owed to a
Subsidiary) of the Company that is contractually subordinated in right of
payment to the Notes to at least the same extent as the Indebtedness being
redeemed, repaid or retired, (iv) the payment of an amount to retire Existing
Notes which, from and including the Issue Date, does not exceed $50,000,000 in
the aggregate, (v) the retirement of any shares of Disqualified Capital Stock by
conversion into, or by exchange for, shares of Disqualified Capital Stock, or
out of the Net Cash Proceeds of the substantially concurrent issuance or sale
(other than to a Subsidiary of the Company) of other shares of Disqualified



<PAGE>   64
                                      -57-


Capital Stock, or (vi) the making of Investments in Unrestricted Subsidiaries
and joint ventures; provided that the Net Investment therein made since July 2,
1996 shall not exceed an aggregate of $60,000,000 or (vii) the making of
Investments funded with the transfer of excess fixed assets no longer necessary
in the conduct of the business of the Company and its Subsidiaries in an
aggregate amount not to exceed $40,000,000; provided, however, that in
calculating the aggregate amount of Restricted Payments made subsequent to July
2, 1996, the amount of Net Investments made pursuant to clauses (vi) and (vii)
shall be included in the calculation.

                  Not later than the date of making any Restricted Payment, the
Company shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.13 were computed, which calculations may
be based upon the Company's latest available financial statements, and that no
Default or Event of Default exists and is continuing and no Default or Event of
Default will occur immediately after giving effect to any Restricted Payments.

Section 4.14. Limitation on Certain Asset Sales.

                  (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or
its Restricted Subsidiaries, as the case may be, receives consideration at the
time of such sale or other disposition at least equal to the fair market value
thereof (as determined in good faith by the Company's Board of Directors, and
evidenced by a Board Resolution); (ii) not less than 75% of the consideration
received by the Company or its Subsidiaries, as the case may be, is in the form
of cash or Temporary Cash Investments other than in the case where the Company
or a Restricted Subsidiary is exchanging assets held by the Company or such
Restricted Subsidiary for assets held by another Person; provided that any
Investment received in such exchange would be permitted under clause (B) below;
and (iii) the Asset Sale Proceeds received by the Company or such Restricted
Subsidiary are applied (A) first, to the extent the Company elects, or is
required, to prepay, repay or purchase any then existing Senior Indebtedness of
the Company or any Restricted Subsidiary within 180 days following the receipt
of the Asset Sale Proceeds from any Asset Sale; provided that any such repayment
shall result in a permanent reduction of the commitments, if any, thereunder in
an amount equal to the


<PAGE>   65
                                      -58-

principal amount so repaid; (B) second, to the extent of the balance of Asset
Sale Proceeds after application as described in clause (A) above, to the extent
the Company elects, to an investment in assets used or useful in businesses
similar or reasonably related to the business of the Company or Restricted
Subsidiary as conducted on the Issue Date (either directly or indirectly through
the purchase of Capital Stock or other securities of a Person holding such
assets); provided that such investment occurs or the Company or a Restricted
Subsidiary enters into contractual commitments to make such investment, subject
only to customary conditions (other than the obtaining of financing), on or
prior to the 181st day following receipt of such Asset Sale Proceeds (the
"Reinvestment Date") and Asset Sale Proceeds contractually committed are so
applied within 270 days following the receipt of such Asset Sale Proceeds; and
(C) third, if on the Reinvestment Date with respect to any Asset Sale, the
Available Asset Sale Proceeds exceed $25,000,000, the Company shall apply an
amount equal to such Available Asset Sale Proceeds to an offer to repurchase the
Notes (including any Additional Notes) and any other senior securities of the
Company then outstanding, pro rata, at a purchase price in cash equal to 100% of
the principal amount thereof plus accrued and unpaid interest, if any, to the
date of repurchase (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is
not fully subscribed, the Company may retain the portion of the Available Asset
Sale Proceeds not required to repurchase Notes.

                  (b) If the Company is required to make an Excess Proceeds
Offer, the Company shall mail, within 30 days following the Reinvestment Date, a
notice to the Holders with a copy to the Trustee which shall include, among
other things, the instructions, determined by the Company, that each Holder must
follow in order to have such Notes repurchased and the calculations used in
determining the amount of Available Asset Sale Proceeds to be applied to the
repurchase of such Notes. The notice, which shall govern the terms of the Excess
Proceeds Offer, shall also state:

                  (1) that the Excess Proceeds Offer is being made pursuant to
         this Section 4.14 and that the Excess Proceeds Offer shall remain open
         for a period of 20 Business Days following its commencement or such
         longer period as may be required by law (the "Offer Period");


<PAGE>   66
                                      -59-


                  (2) that such Holders have the right to require the Company to
         apply the Available Asset Sale Proceeds to repurchase such Notes and
         any other senior securities of the Company then outstanding, pro rata,
         at a purchase price in cash equal to 100% of the principal amount
         thereof plus accrued and unpaid interest, if any, to the date of
         purchase;

                  (3) the purchase date, which shall be no earlier than 30 days
         and not later than 60 days from the date such notice is mailed (the
         "Purchase Date");

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

                  (5) that any Note accepted for payment pursuant to the Excess
         Proceeds Offer shall cease to accrue interest on and after the Purchase
         Date;

                  (6) that Holders electing to have a Note purchased pursuant to
         any Excess Proceeds Offer will be required to surrender the Note, with
         the form entitled "Option of Holder to Elect Purchase" on the reverse
         of the Note completed, to the Company, a depositary, if appointed by
         the Company, or a Paying Agent at the address specified in the notice
         at least three Business Days before the Purchase Date;

                  (7) that Holders will be entitled to withdraw their election
         if the Company, Depositary or Paying Agent, as the case may be,
         receives, not later than the expiration of the Offer Period, a
         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 the
         Note purchased;

                  (8) that, if the aggregate principal amount of Notes
         surrendered by Holders exceeds the Available Asset Sale Proceeds, 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


<PAGE>   67
                                      -60-


                  (9) that Holders whose Notes were purchased only in part will
         be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered.

                  On or before the Purchase Date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
Notes and any other senior subordinated securities of the Company (except for
the Existing Notes), or portions thereof, tendered pursuant to the Excess
Proceeds Offer, deposit with the Paying Agent U.S. legal tender sufficient to
pay the purchase price plus accrued interest, if any, on the Notes and
securities to be purchased and deliver to the Trustee an Officers' Certificate
stating that such Notes, securities or portions thereof were accepted for
payment by the Company in accordance with the terms of this Section 4.14. The
Paying Agent shall promptly (but in any case not later than three days after the
Purchase Date) mail or deliver to each tendering Holder an amount equal to the
purchase price of the Note tendered by such Holder and accepted by the Company
for purchase, and the Company shall promptly issue a new Note, and the Trustee,
upon the receipt of a written request from the Company, shall authenticate and
mail or make available for delivery such new Note to such Holder equal in
principal amount to any unpurchased portion of the Note surrendered. Any Note
not so accepted shall be promptly mailed or delivered by the Company to the
Holder thereof. The Company will publicly announce the results of the Excess
Proceeds Offer on the Purchase Date. If an Excess Proceeds Offer is not fully
subscribed, the Company may retain that portion of the Available Asset Sale
Proceeds not required to repurchase Notes or other senior subordinated
securities.

Section 4.15. Limitation on Transactions with Affiliates.

                  (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into or suffer to
exist any transaction or series of related transactions (including, without
limitation, the sale, purchase, exchange or lease of assets, property or
services) with any Affiliate (including entities in which the Company or any of
its Restricted Subsidiaries own a minority interest) or holder of 10% or more of
the Company's Common Stock (an "Affiliate Transaction") or extend, renew, waive
or otherwise modify the terms of any Affiliate Transaction entered into prior to
the Issue Date unless (i) such Affiliate Transaction


<PAGE>   68
                                      -61-

is between or among the Company and its Wholly-Owned Subsidiaries; or (ii) the
terms of such Affiliate Transaction are fair and reasonable to the Company or
such Restricted Subsidiary, as the case may be, and the terms of such Affiliate
Transaction are at least as favorable as the terms which could be obtained by
the Company or such Restricted Subsidiary, as the case may be, in a comparable
transaction made on an arm's-length basis between unaffiliated parties. In any
Affiliate Transaction involving an amount or having a value in excess of
$2,000,000 which is not permitted under clause (i) above, the Company must
obtain a resolution of the Board of Directors certifying that such Affiliate
Transaction complies with clause (ii) above. In transactions with a value in
excess of $25,000,000 which are not permitted under clause (i) above, the
Company or such Restricted Subsidiary must obtain a written opinion as to the
fairness of such a transaction from an independent investment banking firm.

                  (b) The foregoing provisions of this Section 4.15 will not
apply to (i) any Restricted Payment that is not prohibited by Section 4.13, (ii)
reasonable and customary fees paid by the Company or its Restricted Subsidiaries
to their respective directors or (iii) customary investment banking,
underwriting, placement agent or financial advisor fees paid in connection with
services rendered to the Company or its Subsidiaries.

Section 4.16. Limitations on Liens.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, create, incur or otherwise cause or suffer to exist
or become effective any Liens of any kind upon any Property of the Company or
any Restricted Subsidiary, now owned or hereafter acquired which secures
Indebtedness except Permitted Liens unless (i) if such Lien secures Indebtedness
which is pari passu with the Notes, then the Notes are secured on an equal and
ratable basis with the obligations so secured until such time as such obligation
is no longer secured by a Lien or (ii) if such Lien secures Indebtedness which
is subordinated to the Notes, any such Lien shall be subordinated to a Lien
granted to the Holders of the Notes in the same collateral as that securing such
Lien to the same extent as such subordinated Indebtedness is subordinated to the
Notes.


<PAGE>   69
                                      -62-


Section 4.17. Limitation on Creation of Subsidiaries.

                  The Company shall not create or acquire, nor permit any of its
Restricted Subsidiaries to create or acquire, any Subsidiary other than (i) a
Restricted Subsidiary existing as of the date of this Indenture, (ii) a
Restricted Subsidiary conducting a business similar or reasonably related to the
business of the Company and its Subsidiaries as conducted on the Issue Date, or
(iii) an Unrestricted Subsidiary; provided, however, that each Restricted
Subsidiary which is a Domestic Subsidiary acquired or created pursuant to clause
(ii) shall have executed a Guarantee, satisfactory in form and substance to the
Trustee (and with such documentation relating thereto as the Trustee shall
require, including, without limitation, a supplement or amendment to this
Indenture and opinions of counsel as to the enforceability of such Guarantee),
pursuant to which such Restricted Subsidiary shall become a Guarantor. Neither
the Company nor any of the Guarantors will transfer any assets to a Domestic
Restricted Subsidiary which is not a Guarantor unless such Restricted Subsidiary
simultaneously with such transfer executes a Guarantee satisfactory in form and
substance to the Trustee (together with the documentation referred to in the
preceding sentence) pursuant to which such Restricted Subsidiary shall become a
Guarantor.

Section 4.18. Payments for Consent.

                  Neither the Company nor any of its Subsidiaries shall,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder of any Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
or agreed to be paid to all Holders of the Notes which so consent, waive or
agree to amend in the time frame set forth in solicitation documents relating to
such consent, waiver or agreement.

Section 4.19. Change of Control.

                  (a) Within 30 days of the occurrence of a Change of Control,
the Company shall notify the Trustee in writing of such occurrence and shall
make an offer to purchase (the "Change of Control Offer") the outstanding Notes
(including any Additional Notes), at a purchase price equal to 101% of the

<PAGE>   70
                                      -63-


principal amount thereof plus any accrued and unpaid interest thereon to the
Change of Control Payment Date (such purchase price being hereinafter referred
to as the "Change of Control Purchase Price") in accordance with the procedures
set forth in this Section 4.19.

                  (b) Within 30 days of the occurrence of a Change of Control,
the Company also shall (i) cause a notice of the Change of Control Offer to be
sent at least once to the Dow Jones News Service or similar business news
service in the United States and (ii) send by first-class mail, postage prepaid,
to the Trustee and to each Holder of the Notes, at the address appearing in the
register maintained by the Registrar of the Notes, a notice stating:

                  (i) that the Change of Control Offer is being made pursuant to
         this Section 4.19 and that all Notes tendered will be accepted for
         payment, and otherwise subject to the terms and conditions set forth
         herein;

                  (ii) the Change of Control Purchase Price and the purchase
         date (which shall be a Business Day no earlier than 30 days and no
         later than 60 days from the date such notice is mailed (the "Change of
         Control Payment Date"));

                  (iii) that any Note not tendered will continue to accrue
         interest;

                  (iv) that, unless the Company defaults in the payment of the
         Change of Control Purchase Price, any Notes accepted for payment
         pursuant to the Change of Control Offer shall cease to accrue interest
         after the Change of Control Payment Date;

                  (v) that Holders accepting the offer to have their Notes
         purchased pursuant to a Change of Control Offer will be required to
         surrender the Notes, with the form entitled "Option of Holder to Elect
         Purchase" on the reverse of the Note completed, to the Paying Agent at
         the address specified in the notice prior to the close of business on
         the Business Day preceding the Change of Control Payment Date;

                  (vi) that Holders will be entitled to withdraw their
         acceptance if the Paying Agent receives, not later than the close of
         business on the third Business Day preceding the Change of Control
         Payment Date, a facsimile


<PAGE>   71
                                      -64-


         transmission or letter setting forth the name of the Holder, the
         principal amount of the Notes delivered for purchase, and a statement
         that such Holder is withdrawing his election to have such Notes
         purchased;

                  (vii) that Holders whose Notes are being purchased only in
         part will be issued new Notes equal in principal amount to the
         unpurchased portion of the Notes surrendered; provided that each Note
         purchased and each such new Note issued shall be in an original
         principal amount in denominations of $1,000 and integral multiples
         thereof;

                  (viii) any other procedures that a Holder must follow to
         accept a Change of Control Offer or effect withdrawal of such
         acceptance; and

                  (ix) the name and address of the Paying Agent.

                  On the Change of Control Payment Date, the Company shall, to
the extent lawful, (i) accept for payment Notes or portions thereof tendered
pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent
money sufficient to pay the purchase price of all Notes or portions thereof so
tendered and (iii) deliver or cause to be delivered to the Trustee Notes so
accepted together with an Officers' Certificate stating the Notes or portions
thereof tendered to the Company. The Paying Agent shall promptly mail to each
Holder of Notes so accepted payment in an amount equal to the purchase price for
such Notes, and the Company shall execute and issue, and the Trustee shall, upon
the receipt of a written request from the Company, promptly authenticate and
mail to such Holder, a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered; provided that each such new Note shall be
issued in an original principal amount in denominations of $1,000 and integral
multiples thereof.

                  (c) If the Amended Credit Agreement is in effect, or any
amounts are owing thereunder or in respect thereof, at the time of the
occurrence of a Change of Control, prior to the mailing of the notice to Holders
described in the preceding paragraph (b), but in any event within 30 days
following any Change of Control, the Company covenants to (A) repay in full all
obligations under or in respect of the Amended Credit Agreement or offer to
repay in full all obligations under or in


<PAGE>   72
                                      -65-


respect of the Amended Credit Agreement and repay the obligations under or in
respect of the Amended Credit Agreement of each lender who has accepted such
offer or (B) obtain the requisite consent under the Amended Credit Agreement to
permit the repurchase of the Notes as described above. The Company must first
comply with the covenant described in the preceding sentence before it shall be
required to purchase Notes in the event of a Change of Control; provided that
the Company's failure to comply with the covenant described in the preceding
sentence constitutes an Event of Default described in Section 6.01(3) if not
cured within 60 days after the notice required by that section.

                  (d) (i) If the Company or any Subsidiary thereof has issued
any outstanding (A) Indebtedness that is subordinated in right of payment to the
Notes or (B) Preferred Stock, and the Company or such Subsidiary is required to
make a Change of Control Offer or to make a distribution with respect to such
subordinated Indebtedness or Preferred Stock in the event of a Change of
Control, the Company shall not consummate any such offer or distribution with
respect to such subordinated Indebtedness or Preferred Stock until such time as
the Company shall have paid the Change of Control Purchase Price in full to the
Holders of Notes that have accepted the Company's Change of Control Offer and
shall otherwise have consummated the Change of Control Offer made to Holders of
the Notes and (ii) the Company will not issue Indebtedness that is subordinated
in right of payment to the Notes or Preferred Stock with change of control
provisions requiring the payment of such Indebtedness or Preferred Stock prior
to the payment of the Notes in the event of a Change of Control under this
Indenture.

                  In the event that a Change of Control occurs and the Holders
of Notes exercise their right to require the Company to purchase Notes, if such
purchase constitutes a "tender offer" for purposes of Rule 14e-1 under the
Exchange Act at that time, the Company will comply with the requirements of Rule
14e-1 as then in effect with respect to such repurchase.


<PAGE>   73
                                      -66-


                                    ARTICLE 5

                              SUCCESSOR CORPORATION


Section 5.01. Limitation on Consolidation, Merger and Sale of Assets.

                  (a) The Company shall not and shall not permit any Guarantor
to consolidate with, merge with or into, or transfer all or substantially all of
its assets (as an entirety or substantially as an entirety in one transaction or
a series of related transactions), to any Person unless: (i) the Company or the
Guarantor, as the case may be, shall be the continuing Person, or the Person (if
other than the Company or the Guarantor) formed by such consolidation or into
which the Company or the Guarantor, as the case may be, is merged or to which
the properties and assets of the Company or the Guarantor, as the case may be,
are transferred shall be a corporation organized and existing under the laws of
the United States or any State thereof or the District of Columbia and shall
expressly assume, by a supplemental indenture, executed and delivered to the
Trustee, in form satisfactory to the Trustee, all of the obligations of the
Company or the Guarantor, as the case may be, under the Notes and this
Indenture, and the obligations under this Indenture shall remain in full force
and effect; (ii) immediately before and immediately after giving effect to such
transaction, no Default or Event of Default shall have occurred and be
continuing; and (iii) immediately after giving effect to such transaction on a
pro forma basis the Company or such Person could incur at least $1.00 additional
Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10
hereof; provided that a Person that is a Guarantor may merge into the Company or
another Person that is a Guarantor without complying with this clause (iii).

                  (b) In connection with any consolidation, merger or transfer
of assets contemplated by this Section 5.01, the Company shall deliver, or cause
to be delivered, to the Trustee, in form and substance reasonably satisfactory
to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and the supplemental indenture in
respect thereto comply with this Section 5.01 and that all conditions precedent
herein provided for relating to such transaction or transactions have been
complied with.


<PAGE>   74
                                      -67-


Section 5.02. Successor Person Substituted.

                  Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company or any Guarantor in accordance
with Section 5.01 above, the successor corporation formed by such consolidation
or into which the Company is merged or to which such transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company or such Guarantor under this Indenture with the same effect as if
such successor corporation had been named as the Company or such Guarantor
herein, and thereafter the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Notes.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES


Section 6.01. Events of Default.

                  An "Event of Default" occurs if

                  (1) there is a default in the payment of any principal of, or
         premium, if any, on the Notes when the same becomes due and payable at
         maturity, upon acceleration, redemption or otherwise;

                  (2) there is a default in the payment of any interest on any
         Note when the same becomes due and payable and the Default continues
         for a period of 30 days;

                  (3) the Company or any Guarantor defaults in the observance or
         performance of any other covenant in the Notes or this Indenture for 60
         days after written notice from the Trustee or the Holders of not less
         than 25% in the aggregate principal amount of the Notes then
         outstanding (including Additional Notes, if any);

                  (4) there is a default in the payment at final maturity of
         principal in an aggregate amount of $10,000,000 or more with respect to
         any Indebtedness of the Company or any Restricted Subsidiary thereof
         which default shall not be cured, waived or postponed pursuant to an
         agreement with the holders of such Indebtedness within 60 days after
         written notice, or the acceleration of any such Indebtedness
         aggregating $10,000,000 or more which acceleration


<PAGE>   75
                                      -68-


         shall not be rescinded or annulled within 20 days after written notice
         to the Company of such Default by the Trustee or any Holder;

                  (5) a court of competent jurisdiction enters a final judgment
         or judgments which can no longer be appealed for the payment of money
         in excess of $10,000,000 against the Company or any Restricted
         Subsidiary thereof and such judgment remains undischarged, for a period
         of 60 consecutive days during which a stay of enforcement of such
         judgment shall not be in effect;

                  (6) the Company or any Restricted Subsidiary pursuant to or
         within the meaning of any Bankruptcy Law:

                           (A) commences a voluntary case,

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

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

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

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

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

                           (A) is for relief against the Company or any
                  Restricted Subsidiary in an involuntary case,

                           (B) appoints a Custodian of the Company or any
                  Restricted Subsidiary or for all or substantially all of the
                  property of the Company or any Restricted Subsidiary, or

                           (C) orders the liquidation of the Company or any
                  Restricted Subsidiary,

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


<PAGE>   76
                                      -69-


                  The term "Bankruptcy Law" means Title 11, U.S. Code or any
similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

                  The Trustee may withhold notice to the Holders of the Notes of
any Default (except in payment of principal or premium, if any, or interest on
the Notes) if the Trustee considers it to be in the best interest of the Holders
of the Notes to do so.

Section 6.02. Acceleration.

                  If an Event of Default (other than an Event of Default arising
under Section 6.01(6) or (7) with respect to the Company) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of not less
than 25% in aggregate principal amount of the Notes then outstanding (including
any Additional Notes) may by written notice to the Company and the Trustee
declare to be immediately due and payable the entire principal amount of all the
Notes then outstanding plus the applicable premium, if any, plus accrued but
unpaid interest to the date of acceleration and (i) such amounts shall become
immediately due and payable or (ii) if there are any amounts outstanding under
or in respect of the Amended Credit Agreement, such amounts shall become due and
payable upon the first to occur of an acceleration under or in respect of the
Amended Credit Agreement or five Business Days after receipt by the Company and
the Representative of notice of the acceleration of the Notes; provided,
however, that after such acceleration but before a judgment or decree based on
such acceleration is obtained by the Trustee, the Holders of a majority in
aggregate principal amount of the outstanding Notes (including any Additional
Notes) may rescind and annul such acceleration and its consequences if (i) all
existing Events of Default, other than the nonpayment of accelerated principal,
premium, if any, or interest that has become due solely because of the
acceleration, have been cured or waived, (ii) to the extent the payment of such
interest is lawful, interest on overdue installments of interest and overdue
principal, which has become due otherwise than by such declaration of
acceleration, has been paid and (iii) if the rescission would not conflict with
any judgment or decree. No such rescission shall affect any subsequent Default
or impair any right consequent thereto. In case an Event of Default specified in
Section 6.01(6) or (7) with respect to the Company occurs, such


<PAGE>   77
                                      -70-


principal, premium, if any, and interest amount with respect to all of the Notes
shall be due and payable immediately without any declaration or other act on the
part of the Trustee or the Holders of the Notes.

Section 6.03. Other Remedies.

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

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

Section 6.04. Waiver of Past Defaults and Events of Default.

                  Subject to Sections 6.02, 6.07 and 8.02 hereof, the Holders of
a majority in principal amount of the Notes then outstanding (including any
Additional Notes) have the right to waive any existing Default or Event of
Default or compliance with any provision of this Indenture or the Notes. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereto.

Section 6.05. Control by Majority.

                  The Holders of a majority in principal amount of the Notes
then outstanding (including any Additional Notes) may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee by this Indenture. The
Trustee, however, may refuse to follow any direction that conflicts with law or
this Indenture or that the Trustee determines may be unduly prejudicial to the
rights of another Noteholder or that may involve the Trustee in personal

<PAGE>   78
                                      -71-


liability; provided that the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction.

Section 6.06. Limitation on Suits.

                  Subject to Section 6.07 below, a Noteholder may not institute
any proceeding or pursue any remedy with respect to this Indenture or the Notes
unless:

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

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

                  (3) such Holder or Holders offer to the Trustee indemnity
         reasonably satisfactory to the Trustee against any loss, liability or
         expense to be incurred in compliance with such request;

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

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60 day period by the Holders of a
         majority in aggregate principal amount of the Notes then outstanding
         (including any Additional Notes).

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

Section 6.07. Rights of Holders To Receive Payment.

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


<PAGE>   79
                                      -72-


Section 6.08. Collection Suit by Trustee.

                  If an Event of Default in payment of principal, premium or
interest specified in Section 6.01(1) or (2) hereof occurs and is continuing,
the Trustee may recover judgment in its own name and as trustee of an express
trust against the Company or the Guarantors (or any other obligor on the Notes)
for the whole amount of unpaid principal and accrued interest remaining unpaid,
together with interest on overdue principal and, to the extent that payment of
such interest is lawful, interest on overdue installments of interest, in each
case at the rate then borne by the Notes, and such further amounts 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 may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Noteholders allowed in any judicial proceedings relative to the Company or the
Guarantors (or any other obligor upon the Notes), any of their respective
creditors or any of their respective property and shall be entitled and
empowered to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same after deduction of its
charges and expenses to the extent that any such charges and expenses are not
paid out of the estate in any such proceedings and any custodian in any such
judicial proceeding is hereby authorized by each Noteholder 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 Noteholders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Noteholder any plan or reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee


<PAGE>   80
                                      -73-


to vote in respect of the claim of any Noteholder in any such proceedings.

Section 6.10. Priorities.

                  If the Trustee collects any money pursuant to this Article 6,
it shall pay out the money in the following order:

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

                  SECOND: to Noteholders for amounts due and unpaid on the Notes
         for principal, premium, if any, and interest as to each, ratably,
         without preference or priority of any kind, according to the amounts
         due and payable on the Notes; and

                  THIRD: to the Company or, to the extent the Trustee collects
         any amount from any Guarantor, to such Guarantor.

                  The Trustee may fix a record date and payment date for any
payment to Noteholders 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 Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.07 hereof or a suit by Holders of more
than 10% in principal amount of the Notes then outstanding.


<PAGE>   81
                                      -74-


                                    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 same circumstances in the conduct of his
own affairs.

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

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

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

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

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

                  (2) The Trustee shall not be liable for any error of judgment
         made in good faith by a Trust Officer, unless it is


<PAGE>   82
                                      -75-


         proved that the Trustee was negligent in ascertaining the pertinent
         facts.

                  (3) The Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Sections 6.02 and 6.05 hereof.

                  (d) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any liability. The Trustee
shall be under no obligation to exercise any of its rights or powers under the
Indenture unless adequate indemnity satisfactory to it against such risk or
liability has been assured to it.

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

                  (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 or
any Guarantor. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by the law.

Section 7.02. Rights of Trustee.

                  Subject to Section 7.01 hereof:

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

                  (2) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an Opinion of Counsel, or both,
         which shall conform to the provisions of Section 11.05 hereof. The
         Trustee shall be protected and shall not be liable for any action it
         takes or omits to take in good faith in reliance on such certificate or
         opinion.


<PAGE>   83
                                      -76-


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

                  (4) The Trustee shall not be liable for any action it takes or
         omits to take in good faith which it reasonably believes to be
         authorized or within its rights or powers.

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

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

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

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 make loans to, accept deposits from,
perform services for or otherwise deal with the Company or any Guarantor, or any
Affiliates thereof, with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights. The Trustee, however, shall be
subject to Sections 7.10 and 7.11 hereof.


<PAGE>   84
                                      -77-


Section 7.04. Trustee's Disclaimer.

                  The Trustee 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 sale of Notes or any money paid to the
Company or upon the Company's direction pursuant to the terms of this Indenture,
it shall not be responsible for the use or application of money received by any
Paying Agent other than the Trustee, and it shall not be responsible for any
statement in the Notes other than its certificate of authentication.

Section 7.05. Notice of Default.

                  If a Default or an Event of Default occurs and is continuing
and if it is actually known to the Trustee, the Trustee shall mail to each
Noteholder notice of the Default or the Event of Default, as the case may be,
within 90 days after it occurs. Except in the case of a Default or an Event of
Default in payment of the principal of, or premium, if any, or interest on any
Note the Trustee may withhold the notice if and so long as the board of
directors of the Trustee, the executive committee or any trust committee of such
board and/or its Trust Officers in good faith determine(s) that withholding the
notice is in the interests of the Noteholders.

Section 7.06. Reports by Trustee to Holders.

                  Within 60 days after May 15 of any year, commencing the May 15
following the date of this Indenture, the Trustee shall mail to each Noteholder
a brief report dated as of such May 15 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 report date, no report need be transmitted). The Trustee also
shall comply with TIA ss.ss. 313(b) and 313(c).

                  A copy of each report at the time of its mailing to
Noteholders shall be filed with the SEC and each stock exchange, if any, on
which the Notes are listed. The Company shall promptly notify the Trustee when
the Notes are listed on any stock exchange and the Trustee shall comply with TIA
ss. 313(d).

Section 7.07. Compensation and Indemnity.

                  The Company shall pay to the Trustee from time to time such
compensation for its services as the Trustee and the


<PAGE>   85
                                      -78-


Company shall from time to time agree in writing. The Trustee's compensation
shall not be limited by any provision of law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee promptly upon request for
all reasonable disbursements, expenses and advances incurred or made by it in
connection with its duties under this Indenture, including the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

                  The Company shall indemnify each of the Trustee and any
predecessor Trustee for, and hold it harmless against, any and all damages,
claims, loss or liability incurred by it in connection with the acceptance or
performance of its duties under this Indenture including the reasonable costs
and expenses of enforcing this Indenture against the Company and the Guarantors
and defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The Trustee
shall notify the Company promptly of any claim asserted against the Trustee for
which it may seek indemnity. However, the failure by the Trustee to so notify
the Company shall not relieve the Company of its obligations. Notwithstanding
the foregoing, the Company and the Guarantors need not reimburse the Trustee for
any expense or indemnify it against any loss or liability incurred by the
Trustee through its negligence or bad faith. To secure the payment obligations
of the Company and the Guarantors in this Section 7.07, the Trustee shall have a
lien prior to the Notes on all money or property held or collected by the
Trustee except such money or property held in trust to pay principal of and
interest on particular Notes. Such lien shall survive the satisfaction and
discharge of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(6) or (7) hereof occurs, the expenses
and the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

                  For purposes of this Section 7.07, the term "Trustee" shall
include any trustee appointed pursuant to Article 9.

                  The obligation of the Company and the Guarantors under this
Section 7.07 shall survive the satisfaction and discharge of this Indenture.


<PAGE>   86
                                      -79-


Section 7.08. Replacement of Trustee.

                  The Trustee may resign by so notifying the Company in writing.
The Holders of a majority in principal amount of the outstanding Notes may
remove the Trustee by notifying the removed Trustee in writing and may appoint a
successor Trustee with the Company's written consent which consent shall not be
unreasonably withheld. The Company may remove the Trustee at its election if:

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

                  (2) the Trustee is adjudged a bankrupt or an insolvent;

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

                  (4) the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly notify each
Holder of such event and shall promptly appoint a successor Trustee.

                  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 principal amount of the outstanding
Notes may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 7.10 hereof, any
Noteholder 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. Immediately following
such delivery, the retiring Trustee shall, subject to its rights under Section
7.07 hereof, 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 hereof), the resignation or
removal of the retiring Trustee


<PAGE>   87
                                      -80-


shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. A successor Trustee shall
mail notice of its succession to each Noteholder.

                  Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the obligations of the Company and the Guarantors under Section
7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09. Successor Trustee by Consolidation, Merger or Conversion.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation, subject to Section 7.10 hereof, the successor corporation without
any further act shall be the successor Trustee.

Section 7.10. Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5) in every respect. The Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition. The Trustee shall
comply with TIA ss. 310(b), including the provision in ss. 310(b)(1).

Section 7.11. Preferential Collection of Claims Against Company.

                  The Trustee shall comply with 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.

Section 7.12. Paying Agents.

                  The Company shall cause each Paying Agent other than the
Trustee to execute and deliver to it and the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section
7.12:

                  (A) that it will hold all sums held by it as agent for the
         payment of principal of, or premium, if any, or interest on, the Notes
         (whether such sums have been paid to it by the Company or by any
         obligor on the Notes) in


<PAGE>   88
                                      -81-


         trust for the benefit of Holders of the Notes or the Trustee;

                  (B) that it will at any time during the continuance of any
         Event of Default, upon written request from the Trustee, deliver to the
         Trustee all sums so held in trust by it together with a full accounting
         thereof; and

                  (C) that it will give the Trustee written notice within three
         (3) Business Days of any failure of the Company (or by any obligor on
         the Notes) in the payment of any installment of the principal of,
         premium, if any, or interest on, the Notes when the same shall be due
         and payable.

                                    ARTICLE 8

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS


Section 8.01. Without Consent of Holders.

                  The Company and the Guarantors, when authorized by a Board
Resolution of each of them, and the Trustee may amend or supplement this
Indenture or the Notes without notice to or consent of any Noteholder:

                  (1) to comply with Section 5.01 hereof;

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

                  (3) to comply with any requirements of the SEC under the TIA;

                  (4) to cure any ambiguity, defect or inconsistency, or to make
         any other change that does not materially and adversely affect the
         rights of any Noteholder; or

                  (5) to make any other change that does not, in the opinion of
         the Trustee, adversely affect in any material respect the rights of any
         Noteholders hereunder.

                  The Trustee is hereby authorized to join with the Company and
the Guarantors in the execution of any supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and


<PAGE>   89
                                      -82-


stipulations which may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture which adversely affects
its own rights, duties or immunities under this Indenture.

Section 8.02. With Consent of Holders.

                  The Company, the Guarantors, when authorized by a Board
Resolution of each of them, and the Trustee may amend or supplement this
Indenture or the Notes with the written consent of the Holders of not less than
a majority in aggregate principal amount of the outstanding Notes (including any
Additional Notes), without notice to any Noteholder. The Holders of not less
than a majority in aggregate principal amount of the outstanding Notes
(including any Additional Notes) may waive compliance in a particular instance
by the Company with any provision of this Indenture or the Notes without notice
to any Noteholder. Subject to Section 8.04, without the consent of each
Noteholder affected, however, an amendment, supplement or waiver, including a
waiver pursuant to Section 6.04, may not:

                  (1) reduce the amount of Notes whose Holders must consent to
         an amendment, supplement or waiver to this Indenture or the Notes;

                  (2) reduce the rate of or change the time for payment of
         interest on any Note;

                  (3) reduce the principal of or premium on or change the stated
         maturity of any Note;

                  (4) make any Note payable in money other than that stated in
         the Note or change the place of payment from New York, New York;

                  (5) change the amount or time of any payment required by the
         Notes or reduce the premium payable upon any redemption of the Notes in
         accordance with Paragraphs 5 and 6 of the Notes, or change the time
         before which no such redemption may be made;

                  (6) waive a default in the payment of the principal of, or
         interest on, or redemption payment with respect to, any Note;


<PAGE>   90
                                      -83-


                  (7) make any changes in Sections 6.04 or 6.07 hereof or this
         sentence of Section 8.02; or

                  (8) affect the ranking of the Notes or the Guarantees in a
         manner adverse to the Holders.

                  After an amendment, supplement or waiver under this Section
8.02 becomes effective, the Company shall mail to the Holders a notice briefly
describing the amendment, supplement or waiver.

                  Upon the request of the Company, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the receipt by the Trustee of evidence reasonably satisfactory to the
Trustee of the consent of the Noteholders as aforesaid and upon receipt by the
Trustee of the documents described in Section 8.06 hereof, the Trustee shall
join with the Company and the Guarantors in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

Section 8.03. Compliance with Trust Indenture Act.

                  Every amendment to or supplement of this Indenture or the
Notes shall comply with the TIA as then in effect.

Section 8.04. Revocation and Effect of Consents.

                  Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Note is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same
Note or portion thereof, and of any Note issued upon the transfer thereof or in
exchange therefor or in place thereof, even if notation of the consent is not
made on any such Note. Any such Holder or subsequent Holder, however, may revoke
the consent as to his Note or portion of a Note, if the Trustee receives the
notice of revocation before the date the amendment, supplement, waiver or other
action becomes effective.


<PAGE>   91
                                      -84-


                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment, supplement, or waiver which record date shall be at least 30 days
prior to the first solicitation of such consent. If a record date is fixed,
then, notwithstanding the preceding paragraph, those Persons who were Holders at
such record date (or their duly designated proxies), and only such Persons,
shall be entitled to consent to such amendment, supplement, or waiver or to
revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date.

                  After an amendment, supplement, waiver or other action becomes
effective, it shall bind every Noteholder, unless it makes a change described in
any of clauses (1) through (8) of Section 8.02 hereof. In that case the
amendment, supplement, waiver or other action shall bind each Holder of a Note
who has consented to it and every subsequent Holder of a Note or portion of a
Note that evidences the same debt as the consenting Holder's Note; provided that
any such waiver shall not impair or affect the right of any Holder to receive
payment of principal of and interest on a Note, on or after the respective due
dates expressed in such Note, or to bring suit for the enforcement of any such
payment on or after such respective dates without the consent of such Holder.

Section 8.05. Notation on or Exchange of Notes.

                  If an amendment, supplement, or waiver changes the terms of a
Note, the Trustee may request the Holder of the Note to deliver it to the
Trustee. In such case, the Trustee shall place an appropriate notation on the
Note about the changed terms and return it to the Holder. Alternatively, if the
Company or the Trustee so determines, the Company in exchange for the Note shall
issue and the Trustee shall authenticate a new security that reflects the
changed terms. Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment supplement or waiver.

Section 8.06. Trustee To Sign Amendments, etc.

                  The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article 8 if the amendment, supplement or waiver
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If such


<PAGE>   92
                                      -85-


amendment does adversely affect the rights, duties, liabilities or immunities of
the Trustee, the Trustee may, but need not, sign it. In signing or refusing to
sign such amendment, supplement or waiver the Trustee shall be entitled to
receive and, subject to Section 7.01 hereof, shall be fully protected in relying
upon an Officers' Certificate and an Opinion of Counsel stating that such
amendment, supplement or waiver is authorized or permitted by this Indenture,
that it is not inconsistent herewith, and that it will be valid and binding upon
the Company and the Guarantors in accordance with its terms. The Company or any
Guarantor may not sign an amendment or supplement until the Board of Directors
of the Company or such Guarantor, as appropriate, approves it.

                                    ARTICLE 9

                       DISCHARGE OF INDENTURE; DEFEASANCE


Section 9.01. Discharge of Indenture.

                  The Company and the Guarantors may terminate their obligations
under the Notes, the Guarantees and this Indenture, except the obligations
referred to in the last paragraph of this Section 9.01, if there shall have been
cancelled by the Trustee or delivered to the Trustee for cancellation all Notes
theretofore authenticated and delivered (other than any Notes that are asserted
to have been destroyed, lost or stolen and that shall have been replaced as
provided in Section 2.07 hereof) and the Company has paid all sums payable by it
hereunder or deposited all required sums with the Trustee.

                  After such delivery the Trustee upon request shall acknowledge
in writing the discharge of the Company's and the Guarantors' obligations under
the Notes, the Guarantees and this Indenture except for those surviving
obligations specified below.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company in Sections 7.07, 9.05 and 9.06 hereof
shall survive.

Section 9.02. Legal Defeasance.

                  The Company may at its option, by Board Resolution, be
discharged from its obligations with respect to the Notes and the Guarantors
discharged from their obligations under the


<PAGE>   93
                                      -86-


Guarantees on the date the conditions set forth in Section 9.04 below are
satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal
Defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by the Notes and to have satisfied all its
other obligations under such Notes and this Indenture insofar as such Notes are
concerned (and the Trustee, at the expense of the Company, shall, subject to
Section 9.06 hereof, execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of outstanding Notes to receive solely from
the trust funds described in Section 9.04 hereof and as more fully set forth in
such Section, payments in respect of the principal of, premium, if any, and
interest on such Notes when such payments are due, (B) the Company's obligations
with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08 and
4.09 hereof, (C) the rights, powers, trusts, duties, and immunities of the
Trustee hereunder (including claims of, or payments to, the Trustee under or
pursuant to Section 7.07 hereof) and (D) this Article 9. Subject to compliance
with this Article 9, the Company may exercise its option under this Section 9.02
with respect to the Notes notwithstanding the prior exercise of its option under
Section 9.03 below with respect to the Notes.

Section 9.03. Covenant Defeasance.

                  At the option of the Company, pursuant to a Board Resolution,
the Company and the Guarantors shall be released from their respective
obligations under Sections 4.02 through 4.08 and Sections 4.10 through 4.19
hereof, inclusive, and clause (a)(iii) of Section 5.01 hereof with respect to
the outstanding Notes on and after the date the conditions set forth in Section
9.04 hereof are satisfied (hereinafter, "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that the Company and the Guarantors may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section or portion
thereof, whether directly or indirectly by reason of any reference elsewhere
herein to any such specified Section or portion thereof or by reason of any
reference in any such specified Section or portion thereof to any other
provision herein or in any other document, but the remainder of this Indenture
and the Notes shall be unaffected thereby.
<PAGE>   94
                                      -87-


Section 9.04. Conditions to Defeasance or Covenant Defeasance.

                  The following shall be the conditions to application of
Section 9.02 or Section 9.03 hereof to the outstanding Notes:

                  (1) the Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 7.10 hereof who shall agree to comply with the
         provisions of this Article 9 applicable to it) as funds in trust for
         the purpose of making the following payments, specifically pledged as
         security for, and dedicated solely to, the benefit of the Holders of
         the Notes, (A) money in an amount, or (B) U.S. Government Obligations
         which through the scheduled payment of principal and interest in
         respect thereof in accordance with their terms will provide, not later
         than the due date of any payment, money in an amount, or (C) a
         combination thereof, sufficient, in the opinion of a
         nationally-recognized firm of independent public accountants expressed
         in a written certification thereof delivered to the Trustee, to pay and
         discharge, and which shall be applied by the Trustee (or other
         qualifying trustee) to pay and discharge, the principal of, premium, if
         any, and accrued interest on the outstanding Notes at the maturity date
         of such principal, premium, if any, or interest, or on dates for
         payment and redemption of such principal, premium, if any, and interest
         selected in accordance with the terms of this Indenture and of the
         Notes;

                  (2) no Event of Default or Default with respect to the Notes
         shall have occurred and be continuing on the date of such deposit, or
         shall have occurred and be continuing at any time during the period
         ending on the 91st day after the date of such deposit or, if longer,
         ending on the day following the expiration of the longest preference
         period under any Bankruptcy Law applicable to the Company in respect of
         such deposit (it being understood that this condition shall not be
         deemed satisfied until the expiration of such period);

                  (3) such Legal Defeasance or Covenant Defeasance shall not
         cause the Trustee to have a conflicting interest



<PAGE>   95

                                      -88-

         for purposes of the TIA with respect to any securities of the Company;

                  (4) such Legal Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute default under any
         other agreement or instrument to which the Company is a party or by
         which it is bound;

                  (5) the Company shall have delivered to the Trustee an Opinion
         of Counsel stating that, as a result of such Legal Defeasance or
         Covenant Defeasance, neither the trust nor the Trustee will be required
         to register as an investment company under the Investment Company Act
         of 1940, as amended;

                  (6) in the case of an election under Section 9.02 above, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating that (i) the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling to the effect that
         or (ii) there has been a change in any applicable Federal income tax
         law with the effect that, and such opinion shall confirm that, the
         Holders of the outstanding Notes or persons in their positions will not
         recognize income, gain or loss for Federal income tax purposes solely
         as a result of such Legal Defeasance and will be subject to Federal
         income tax on the same amounts, in the same manner, including as a
         result of prepayment, and at the same times as would have been the case
         if such Legal Defeasance had not occurred;

                  (7) in the case of an election under Section 9.03 hereof, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Holders of the outstanding Notes will not recognize
         income, gain or loss for Federal income tax purposes as a result of
         such Covenant Defeasance and will be subject to Federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such Covenant Defeasance had not occurred;

                  (8) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for relating to either the Legal
         Defeasance under Section 9.02

<PAGE>   96
                                      -89-

         above or the Covenant Defeasance under Section 9.03 hereof (as the case
         may be) have been complied with;

                  (9) the Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit under clause (1) was not
         made by the Company with the intent of defeating, hindering, delaying
         or defrauding any creditors of the Company or others; and

                  (10) the Company shall have paid or duly provided for payment
         under terms mutually satisfactory to the Company and the Trustee all
         amounts then due to the Trustee pursuant to Section 7.07 hereof.

Section 9.05. Deposited Money and U.S. Government Obligations To Be Held in
              Trust; Other Miscellaneous Provisions.

                  All money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee pursuant to Section 9.04 hereof in
respect of the outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of such Notes, of all sums due and to become due
thereon in respect of principal, premium, if any, and accrued interest, but such
money need not be segregated from other funds except to the extent required by
law.

                  The Company and the Guarantors shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
U.S. Government Obligations deposited pursuant to Section 9.04 hereof or the
principal, premium, if any, 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 9 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 9.04 hereof which, in the opinion of a nationally-recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, is or are in excess of the amount thereof which would


<PAGE>   97


                                      -90-


then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance.

Section 9.06. Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with Section 9.01, 9.02 or 9.03 hereof
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 each Guarantor's obligations under this
Indenture, the Notes and the Guarantees shall be revived and reinstated as
though no deposit had occurred pursuant to this Article 9 until such time as the
Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 9.01 hereof; provided, however, that if
the Company or the Guarantors have made any payment of principal of, premium, if
any, or accrued interest on any Notes because of the reinstatement of their
obligations, the Company or the Guarantors, as the case may be, shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or U.S. Government Obligations held by the Trustee or Paying
Agent.

Section 9.07. Moneys Held by Paying Agent.

                  In connection with the satisfaction and discharge of this
Indenture, all moneys then held by any Paying Agent under the provisions of this
Indenture shall, upon demand of the Company, be paid to the Trustee, or if
sufficient moneys have been deposited pursuant to Section 9.01 hereof, to the
Company (or, if such moneys had been deposited by the Guarantors, to such
Guarantors), and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.

Section 9.08. Moneys Held by Trustee.

                  Any moneys deposited with the Trustee or any Paying Agent or
then held by the Company or the Guarantors in trust for the payment of the
principal of, or premium, if any, or interest on any Note that are not applied
but remain unclaimed by the Holder of such Note for two years after the date
upon which the principal of, or premium, if any, or interest on such Note shall
have respectively become due and payable shall be repaid to the Company (or, if
appropriate, the Guarantors) upon


<PAGE>   98


                                      -91-

Company Request, or if such moneys are then held by the Company or the
Guarantors in trust, such moneys shall be released from such trust; and the
Holder of such Note entitled to receive such payment shall thereafter, as an
unsecured general creditor, look only to the Company and the Guarantors for the
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; provided, however, that the
Trustee or any such Paying Agent, before being required to make any such
repayment, may, at the expense of the Company and the Guarantors, either mail to
each Noteholder affected, at the address shown in the register of the Notes
maintained by the Registrar pursuant to Section 2.03 hereof, or cause to be
published once a week for two successive weeks, in a newspaper published in the
English language, customarily published each Business Day and of general
circulation in the City of New York, New York, a 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 mailing or publication, any unclaimed balance of
such moneys then remaining will be repaid to the Company. After payment to the
Company or the Guarantors or the release of any money held in trust by the
Company or any Guarantors, as the case may be, Noteholders entitled to the money
must look only to the Company and the Guarantors for payment as general
creditors unless applicable abandoned property law designates another person.

                                   ARTICLE 10

                               GUARANTEE OF NOTES


Section 10.01. Guarantee.

                  Subject to the provisions of this Article 10, each Guarantor
hereby jointly and severally unconditionally guarantees to each Holder
(including Holders of any Additional Notes upon issuance in accordance with
Section 2.17) and to the Trustee, on behalf of the Holders, (i) the due and
punctual payment of the principal of, and premium, if any, and interest on each
Note, when and as the same shall become due and payable, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal of, and premium, if any, and interest on the Notes, to the
extent lawful, 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
such Note and this

<PAGE>   99

                                      -92-

Indenture, and (ii) in the 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, at stated maturity, by acceleration or otherwise. Each Guarantor
hereby agrees that its obligations hereunder shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of any such Note or this Indenture, any failure
to enforce the provisions of any such Note or this Indenture, any waiver,
modification or indulgence granted to the Company with respect thereto by the
Holder of such Note or the Trustee, or any other circumstances which may
otherwise constitute a legal or equitable discharge of a surety or such
Guarantor.

                  Each Guarantor hereby waives diligence, presentment, filing of
claims with a court in the event of merger or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to any such Note or the Indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Guarantee will not be discharged as to any
such Note except by payment in full of the principal thereof, premium if any,
and interest thereon and as provided in Section 9.01 hereof. Each Guarantor
further agrees that, as between such Guarantor, on the one hand, and the Holders
and the Trustee, on the other hand, (i) the maturity of the Obligations
guaranteed hereby may be accelerated as provided in Article 6 hereof for the
purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (ii) in the event of any declaration of acceleration of
such Obligations as provided in Article 6 hereof, such Obligations (whether or
not due and payable) shall forthwith become due and payable by each Guarantor
for the purpose of this Guarantee. In addition, without limiting the foregoing
provisions, upon the effectiveness of an acceleration under Article 6 hereof,
the Trustee shall promptly make a demand for payment on the Notes under the
Guarantee provided for in this Article 10 and not discharged.

                  The Guarantee set forth in this Section 10.01 shall not be
valid or become obligatory for any purpose with respect to a Note until the
certificate of authentication on such Note shall have been signed by or on
behalf of the Trustee.

<PAGE>   100


                                      -93-

Section 10.02. Execution and Delivery of Guarantees.

                  To evidence the Guarantee set forth in this Article 10, each
Guarantor hereby agrees that a notation of such Guarantee shall be placed on
each Note authenticated and made available for delivery by the Trustee and that
this Guarantee shall be executed on behalf of each Guarantor by the manual or
facsimile signature of an Officer of each Guarantor.

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

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

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

Section 10.03. Limitation of Guarantee.

                  The obligations of each Guarantor are limited to the maximum
amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor (including, without limitation, any guarantees of
Senior Indebtedness) and after giving effect to any collections from or payments
made by or on behalf of any other Guarantor in respect of the obligations of
such other Guarantor under its Guarantee or pursuant to its contribution
obligations under this Indenture, result in the obligations of such Guarantor
under the Guarantee not constituting a fraudulent conveyance or fraudulent
transfer under federal or state law. Each Guarantor that makes a payment or
distribution under a Guarantee shall be entitled to a contribution from each
other Guarantor in a pro rata amount based on the Adjusted Net Assets of each
Subsidiary Guarantor.

Section 10.04. Additional Guarantors.

                  The Company covenants and agrees that it will cause any Person
which becomes obligated to guarantee the Notes, pursuant to the terms of Section
4.17 hereof, to execute a guarantee satisfactory in form and substance to the
Trustee

<PAGE>   101


                                      -94-

pursuant to which such Restricted Subsidiary shall guarantee the obligations of
the Company under the Notes and this Indenture in accordance with this Article
10 with the same effect and to the same extent as if such Person had been named
herein as a Guarantor.

Section 10.05. Release of Guarantor.

                  A Guarantor shall be released from all of its obligations
under its Guarantee if:

                  (i) the Guarantor has sold all or substantially all of its
         assets or the Company and its Restricted Subsidiaries have sold all of
         the Capital Stock of the Guarantor owned by them, in each case in a
         transaction in compliance with Sections 4.14 and 5.01 hereof; or

                  (ii) the Guarantor merges with or into or consolidates with,
         or transfers all or substantially all of its assets to, the Company or
         another Guarantor in a transaction in compliance with Section 5.01
         hereof;

and in each such case, the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with.

                                   ARTICLE 11

                                  MISCELLANEOUS


Section 11.01. Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.

Section 11.02. Notices.

                  Any notice or communication shall be given in writing and
delivered in person, sent by facsimile, delivered by commercial courier service
or mailed by first-class mail, postage prepaid, addressed as follows:


<PAGE>   102


                                      -95-


                  If to the Company or any Guarantor:

                           Hayes Lemmerz International, Inc.
                           15300 Centennial Drive
                           Northville, Michigan  48167
                           Attention:  Chief Financial Officer

                  Copy to:

                           Skadden, Arps, Slate, Meagher & Flom LLP
                           One Rodney Square
                           Wilmington, Delaware  19801
                           Attention:  Robert B. Pincus, Esq.

                  If to the Trustee:

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

                  The Company, the Guarantors or the Trustee by written notice
to the others may designate additional or different addresses for subsequent
notices or communications. Any notice or communication to the Company, the
Trustee, or the Guarantors shall be deemed to have been given or made as of the
date so delivered if personally delivered; when receipt is acknowledged, if
telecopied; and five (5) calendar days after mailing if sent by registered or
certified mail, postage prepaid (except that a notice of change of address shall
not be deemed to have been given until actually received by the addressee).

                  Any notice or communication mailed to a Noteholder shall be
mailed to him by first-class mail, postage prepaid, at his address shown on the
register kept by the Registrar.

                  Failure to mail a notice or communication to a Noteholder or
any defect in it shall not affect its sufficiency with respect to other
Noteholders. If a notice or communication to a Noteholder is mailed in the
manner provided above, it shall be deemed duly given, whether or not the
addressee receives it.

<PAGE>   103
                                      -96-


                  In case by reason of the suspension of regular mail service,
or by reason of any other cause, it shall be impossible to mail any notice as
required by this Indenture, then such method of notification as shall be made
with the approval of the Trustee shall constitute a sufficient mailing of such
notice.

Section 11.03. Communications by Holders with Other Holders.

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

Section 11.04. Certificate and Opinion as to Conditions Precedent.

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

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

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

Section 11.05. Statements Required in Certificate and Opinion.

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

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

<PAGE>   104

                                      -97-

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

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

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

Section 11.06. When Treasury Notes Disregarded.

                  In determining whether the Holders of the required aggregate
principal amount of Notes have concurred in any direction, waiver or consent,
Notes owned by the Company, any Guarantor or any other obligor on the Notes or
by any Affiliate of any of them shall be disregarded, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Notes which a Trust Officer of the
Trustee actually knows are so owned shall be so disregarded. Notes so owned
which have been pledged in good faith shall not be disregarded if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to the Notes and that the pledgee is not the Company, a Guarantor
or any other obligor upon the Notes or any Affiliate of any of them.

Section 11.07. Rules by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or at
meetings of Noteholders. The Registrar and Paying Agent may make reasonable
rules for their functions.

Section 11.08. Business Days; Legal Holidays.

                  A "Business Day" is a day that is not a Legal Holiday. A
"Legal Holiday" is a Saturday, a Sunday, a federally-recognized holiday or a day
on which banking institutions are not required to be open in the State of New
York or the State of Illinois. If a payment date is a Legal Holiday at a place
of payment, payment may be made at that

<PAGE>   105

                                      -98-

place on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period.

Section 11.09. Governing Law.

                  THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.

Section 11.10. No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan, security or debt agreement of the Company or any Subsidiary thereof. No
such indenture, loan, security or debt agreement may be used to interpret this
Indenture.

Section 11.11. No Recourse Against Others.

                  A director, officer, employee, stockholder or incorporator, as
such, of the Company shall not have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creations. Each Noteholder by
accepting a Note waives and releases all such liability. Such waiver and release
are part of the consideration for the issuance of the Notes.

Section 11.12. Successors.

                  All agreements of the Company and the Guarantors in this
Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee, any additional trustee and any Paying Agents in this Indenture
shall bind its successor.

Section 11.13. Multiple Counterparts.

                  The parties may sign multiple counterparts of this Indenture.
Each signed counterpart shall be deemed an


<PAGE>   106

                                      -99-


original, but all of them together represent one and the same agreement.


Section 11.14. Table of Contents, Headings, etc.

                  The table of contents, cross-reference sheet and headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

Section 11.15. Separability.

                  Each provision of this Indenture shall be considered separable
and if for any reason any provision which is not essential to the effectuation
of the basic purpose of this Indenture or 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.



<PAGE>   107


                                     -100-

                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed, and the Company's corporate seal to be hereunto affixed and
attested, all as of the date and year first written above.

                                            HAYES LEMMERZ INTERNATIONAL, INC.


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


ATTEST:


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

<PAGE>   108


                                     -101-
                                                     Guarantors:

                                                HAYES LEMMERZ INTERNATIONAL -
                                                  OHIO, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  CALIFORNIA, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  HUNTINGTON, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  HOWELL, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  GEORGIA, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  MEXICO, INC.
                                                HLI EUROPE, LTD.HAYES LEMMERZ
                                                  INTERNATIONAL - HOMER, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  TEXAS, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  KENTUCKY, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  CMI, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  CADILLAC, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  MONTAGUE, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  EQUIPMENT & ENGINEERING, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  PETERSBURG, INC.
                                                HLI - SUMMERFIELD REALTY CORP.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  BRISTOL, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  PCA, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  SOUTHFIELD, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  TECHNICAL CENTER, INC.
                                                HLI REALTY, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  LAREDO, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  TRANSPORTATION, INC.
                                                HAYES LEMMERZ INTERNATIONAL -
                                                  WABASH, INC.


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


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

                                                BNY MIDWEST TRUST COMPANY
                                                   as Trustee


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




<PAGE>   109




                                                                       EXHIBIT A


                             [FORM OF FACE OF NOTE]


                                                             CUSIP

                        HAYES LEMMERZ INTERNATIONAL, INC.

No. [       ]                                                  $



                          11 7/8% SENIOR NOTE DUE 2006


                  HAYES LEMMERZ INTERNATIONAL, INC., a Delaware corporation (the
"Company," which term includes any successor corporation), for value received,
promises to pay to or registered assigns the principal sum of $ dollars on June
15, 2006.

Interest Payment Dates:  June 15 and December 15, commencing December 15, 2001.

Record Dates:  June 1 and December 1.

                  Reference is made to the further provisions of this Note
contained herein, which will for all purposes have the same effect as if set
forth at this place.





                                      A-1

<PAGE>   110


                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers.

                                               HAYES LEMMERZ INTERNATIONAL, INC.


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


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


Certificate of Authentication


                  This is one of the 11 7/8% Senior Notes due 2006 referred to
in the within-mentioned Indenture.

Dated:

                                                BNY MIDWEST TRUST COMPANY,
                                                  as Trustee


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



                                      A-2
<PAGE>   111


                            [FORM OF REVERSE OF NOTE]

                        HAYES LEMMERZ INTERNATIONAL, INC.

                          11 7/8% SENIOR NOTE DUE 2006


                  1. Interest. Hayes Lemmerz International, Inc., a Delaware
corporation (the "Company"), promises to pay, interest on the principal amount
set forth on the face hereof at a rate of 11 7/8% per annum. Interest hereon
will accrue from and including the most recent date to which interest has been
paid or, if no interest has been paid, from and including June 22, 2001 to but
excluding the date on which interest is paid. Interest shall be payable in
arrears on each June 15 and December 15 commencing December 15, 2001. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. The
Company shall pay interest on overdue principal and on overdue interest (to the
full extent permitted by law) at a rate equal to the rate of interest otherwise
payable on the Notes.

                  2. Method of Payment. The Company will pay interest hereon
(except defaulted interest) to the Persons who are registered holders (the
"Holders") at the close of business on June 1 or December 1 next preceding the
interest payment date (whether or not a Business Day). Holders must surrender
Notes to a Paying Agent to collect principal payments. The Company will pay
principal and interest in money of the United States of America that at the time
of payment is legal tender for payment of public and private debts. Interest may
be paid by check mailed to the Holder entitled thereto at the address indicated
on the register maintained by the Registrar for the Notes.

                  3. Paying Agent and Registrar. Initially, The Bank of New York
(the "Trustee") will act as a Paying Agent and Registrar. The Company may change
any Paying Agent or Registrar without notice to the Holders. Neither the Company
nor any of its Affiliates may act as Paying Agent or Registrar.

                  4. Indenture. The Company issued the Notes under an Indenture
dated as of June 15, 2001 (the "Indenture") among the Company, the Guarantors
(as defined in the Indenture) and the Trustee. This is one of an issue of Notes
of the Company issued, or to be issued, under the Indenture. 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

                                      A-3

<PAGE>   112


1939 (15 U.S. Code ss.ss. 77aaa-77bbbb), as amended from time to time. The Notes
are subject to all such terms, and Holders are referred to the Indenture and
such Act for a statement of them. Capitalized and certain other terms used
herein and not otherwise defined have the meanings set forth in the Indenture.
The Company shall be entitled to issue Additional Notes pursuant to Section 2.17
of the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes
issued pursuant to the Indenture are treated as a single class of securities
under the Indenture unless otherwise specified in the Indenture.

                  5. Optional Redemption. (a) Except as described below, the
Notes are not redeemable before June 15, 2005. On one or more occasions after
that date, the Notes will be redeemable at the option of the Company, in whole
or in part, upon payment of the sum of (a) the principal amount thereof plus any
accrued and unpaid interest thereon to the redemption date, and (b) the Optional
Redemption Make Whole Premium. "Optional Redemption Make Whole Premium," with
respect to any Note, means the excess, if any, of (i) the sum of the present
values of all remaining scheduled payments of principal and interest (other than
accrued interest payable on such date of redemption) from the applicable date of
redemption to maturity, discounted semi-annually on each applicable interest
payment date at a rate equal to the sum of the Treasury Rate plus 1% per annum,
based on a 360-day year of two 180-day periods, over (ii) the outstanding
principal balance of such Note (or portion thereof).

                  "Treasury Rate," with respect to any Note, means the per annum
rate, determined by the Trustee and approved by the Company, equal to the yield
for U.S. Treasury securities with a term equal to the then remaining term to
stated maturity of such Note as indicated by Bloomberg Financial Markets (page
PXI or the relevant page at the date of determination indicating such yields)
(or, if such data ceases to be available, any publicly available source of
similar market data) at approximately 10:00 A.M., New York City time, on the
applicable day, calculated based on straight line interpolation of the yields of
the nearest relevant on-the-run U.S. Treasury securities.

                  (b) Notwithstanding the foregoing subparagraph (a), on one or
more occasions prior to June 15, 2004, the Company may use the net cash proceeds
of one or more Equity Offerings to redeem up to 35% of the principal amount of
the Notes originally issued under the Indenture (including the original
principal amount of any Additional Notes) at a redemption price

                                      A-4

<PAGE>   113



of 111.875% of the principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date of redemption; provided that:

                  (1) at least 65% of the aggregate principal amount of Notes
         originally issued (including the original principal amount of any
         Additional Notes) under the Indenture remains outstanding immediately
         after any such redemption; and

                  (2) the Company makes such redemption not more than 60 days
         after the consummation of such Equity Offering.

                  (c) Notwithstanding the foregoing subparagraph (a), in the
event of a Change of Control, the Company may redeem the Notes, in whole or in
part, at a redemption price equal to the sum of (a) the principal amount thereof
plus any accrued and unpaid interest thereon to the date of purchase and (b) the
Change of Control Make Whole Premium applicable to such date of purchase. The
Company shall mail to investors notice of any such redemption no later than 15
days following the Change of Control Payment Date and shall redeem such Notes
within 30 days following the mailing date of such notice.

                  "Change of Control Make Whole Premium," with respect to any
Note, means the greater of (i) 1.00% of the principal amount of such Note and
(ii) the excess, if any, of (a) the sum of the present values of all remaining
scheduled payments of principal and interest (other than accrued interest
payable on such date of redemption) from the applicable date of redemption to
maturity, discounted semi-annually on each applicable interest payment date at a
rate equal to the sum of the Treasury Rate plus 1.00% per annum, based on a
360-day year of two 180-day periods, over (b) the outstanding principal balance
of such Note (or portion thereof).

                  6. Notice of Redemption. Notice of redemption will be mailed
at least 30 days (or, in the case of a redemption pursuant to paragraph 5(c), 20
days) but not more than 60 days before the Redemption Date to each Holder whose
Notes are to be redeemed at his registered address. On and after the Redemption
Date, unless the Company defaults in making the redemption payment, interest
ceases to accrue on Notes or portions thereof called for redemption.

                  7. Offers to Purchase. The Indenture provides that upon the
occurrence of a Change of Control or an Asset Sale and subject to further
limitations contained therein, the Company


                                      A-5

<PAGE>   114


shall make an offer to purchase outstanding Notes (except, in the case of a
Change of Control, for any Notes the Company elects to redeem pursuant to
Paragraph 5(c)) in accordance with the procedures set forth in the Indenture.

                  8. Registration Rights. Pursuant to a Registration Rights
Agreement among the Company, the Guarantors and the Initial Purchasers, the
Company will be obligated to consummate an exchange offer pursuant to which the
Holders shall have the right to exchange this Note for notes of a separate
series issued under the Indenture (or a trust indenture substantially identical
to the Indenture in accordance with the terms of the Registration Rights
Agreement) which have been registered under the Securities Act, in like
principal amount and having identical terms in all material respects as the
Notes. The Holders shall be entitled to receive certain additional interest
payments in the event such exchange offer is not consummated and upon certain
other conditions, all pursuant to and in accordance with the terms of the
Registration Rights Agreement.

                  9. Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. A Holder may transfer or exchange Notes in accordance with
the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay to it any
taxes and fees required by law or permitted by the Indenture. The Registrar need
not register the transfer of or exchange any Notes or portion of a Note selected
for redemption, or register the transfer of or exchange any Notes for a period
of 15 days before a mailing of notice of redemption.

                  10. Persons Deemed Owners. The registered Holder of this Note
may be treated as the owner of this Note for all purposes.

                  11. Unclaimed Money. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee will pay the money back to
the Company at its written request. After that, Holders entitled to the money
must look to the Company for payment as general creditors unless an "abandoned
property" law designates another Person.

                  12. Amendment, Supplement, Waiver, Etc. The Company, the
Guarantors and the Trustee (if a party thereto) may, without the consent of the
Holders of any outstanding


                                      A-6

<PAGE>   115


Notes, amend, waive or supplement the Indenture or the Notes for certain
specified purposes, including, among other things, curing ambiguities, defects
or inconsistencies, maintaining the qualification of the Indenture under the
Trust Indenture Act of 1939, as amended, and making any change that does not
materially and adversely affect the rights of any Holder. Other amendments and
modifications of the Indenture or the Notes may be made by the Company, the
Guarantors and the Trustee with the consent of the Holders of not less than a
majority of the aggregate principal amount of the outstanding Notes, subject to
certain exceptions requiring the consent of the Holders of the particular Notes
to be affected.

                  13. Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things: (i) incur additional Indebtedness; (ii) pay dividends and
make distributions; (iii) issue stock of subsidiaries; (iv) make certain
investments; (v) repurchase stock; (vi) create liens; (vii) enter into
transactions with affiliates; (viii) merge or consolidate the Company or the
Guarantors; and (ix) transfer or sell assets. Such limitations are subject to a
number of important qualifications and exceptions. Pursuant to Section 4.04 of
the Indenture, the Company must annually report to the Trustee on compliance
with such limitations.

                  14. Successor Corporation. When a successor corporation
assumes all the obligations of its predecessor under the Notes and the Indenture
and the transaction complies with the terms of Article 5 of the Indenture, the
predecessor corporation will, except as provided in Article 5, be released from
those obligations.

                  15. Defaults and Remedies. Events of Default are set forth in
the Indenture. Subject to certain limitations in the Indenture, if an Event of
Default (other than an Event of Default specified in Section 6.01(6) or (7) of
the Indenture with respect to the Company) occurs and is continuing, the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
outstanding Notes (including any Additional Notes) may, by written notice to the
Trustee and the Company, and the Trustee upon the request of the Holders of not
less than 25% in aggregate principal amount of the outstanding Notes (including
any Additional Notes) shall, declare all principal of and accrued interest on
all Notes to be immediately due and payable and (i) such amounts shall become
immediately due and payable or (ii) if there are any amounts outstanding under
or in respect of the Amended Credit

                                      A-7

<PAGE>   116


Agreement, such amounts shall become due and payable upon the first to occur of
an acceleration of amounts outstanding under or in respect of the Amended Credit
Agreement or five Business Days after receipt by the Company and the
representative of the holders of Indebtedness under or in respect of the Amended
Credit Agreement, of notice of the acceleration of the Notes. If an Event of
Default specified in Section 6.01(6) or (7) of the Indenture occurs with respect
to the Company, the principal amount of and interest on, all Notes shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. The Trustee may
require indemnity satisfactory to it before it enforces the Indenture or the
Notes. Subject to certain limitations, Holders of a majority in principal amount
of the then outstanding Notes may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders notice of any continuing
default (except a default in payment of principal or interest) if it determines
that withholding notice is in their interests. The Company and each Guarantor
must furnish an annual compliance certificate to the Trustee.

                  16. 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 Trustee.

                  17. No Recourse Against Others. No director, officer,
employee, incorporator or stockholder of the Company or any Guarantor shall have
any liability for any obligations of the Company or the Guarantors under the
Notes, the Indenture or the Guarantees or for a 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 the issuance of the Notes.

                  18. Discharge. The Company's obligations pursuant to the
Indenture will be discharged, except for obligations pursuant to certain
sections thereof, subject to the terms of the Indenture, upon the payment of all
the Notes or upon the irrevocable deposit with the Trustee of United States
dollars sufficient to pay when due principal of and interest on the Notes to
maturity or redemption, as the case may be.


                                      A-8

<PAGE>   117



                  19. Guarantees. The Note will be entitled to the benefits of
certain Guarantees made for the benefit of the Holders. Reference is hereby made
to the Indenture for a statement of the respective rights, limitations of
rights, duties and obligations thereunder of the Guarantors, the Trustee and the
Holders.

                  20. Authentication. This Note shall not be valid until the
Trustee signs the certificate of authentication on the other side of this Note.

                  21. Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK
SHALL GOVERN THIS NOTE WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. The
Trustee, the Company, the Guarantor and the Holders agree to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to the Indenture or the Notes.

                  22. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT
(= 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).

                  23. CUSIP Numbers. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Issuers has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to the Holders. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.

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

                        HAYES LEMMERZ INTERNATIONAL, INC.
                             15300 Centennial Drive
                           Northville, Michigan 48167

                       Attention: Chief Financial Officer

                                      A-9
<PAGE>   118


                                   ASSIGNMENT


I or we assign and transfer this Note to:

                  (Insert assignee's social security or tax I.D. number)

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

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

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

--------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee)

and irrevocably appoint:

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

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

Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.


Date:
      -----------
                                      Signature:


                                      ---------------------------------
                                      (Sign exactly as your name
                                      appears on the face of this Note)


                                      Signature Guarantee:









                                      A-10
<PAGE>   119


                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you want to elect to have all or any part of this Note
purchased by the Company pursuant to Section 4.14 or Section 4.19 of the
Indenture, check the appropriate box:

              [ ]  Section 4.14       [ ]  Section 4.19

                  If you want to have only part of the Note purchased by the
Company pursuant to Section 4.14 or Section 4.19 of the Indenture, state the
amount you elect to have purchased:

$____________________
(multiple of $1,000)

Date:    ________________

                           Your Signature:  _____________________________

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


_________________________
Signature Guaranteed



                                      A-11
<PAGE>   120




                                                                       EXHIBIT B


                       [FORM OF PRIVATE PLACEMENT LEGEND]


         THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

         THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN
THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASES
(I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.



                                       B-1
<PAGE>   121
                                                                     EXHIBIT C-1


                                      [FORM OF ASSIGNMENT FOR 144A NOTE]


I or we assign and transfer this Note to:

             (Insert assignee's social security or tax I.D. number)

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

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

-------------------------------------------------------------------
(Print or type name, address and zip code of assignee)

and irrevocably appoint:

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

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

Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.

                                   [Check One]

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

                                               or

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

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Note in the name of any person other than the Holder
hereof unless and until the conditions to any such transfer of registration set
forth herein and in Section 2.15 of the Indenture shall have been satisfied.

Date:                    Your Signature:
     -------------------                ---------------------------


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


                                     C-1-1
<PAGE>   122

                   Signature Guarantee: ___________________________




                                      C-1-2
<PAGE>   123


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


                  The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


Dated: __________________                          ____________________________
                                                   NOTICE:  To be executed by
                                                            an executive officer





                                      C-1-3
<PAGE>   124




                                                                     EXHIBIT C-2


                   [FORM OF ASSIGNMENT FOR REGULATION S NOTE]


I or we assign and transfer this Note to:

             (Insert assignee's social security or tax I.D. number)

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

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

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

--------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee)

and irrevocably appoint:

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

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

Agent to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.

                                          [Check One]

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

                                       or

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

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Note in the name of any person other than the Holder
hereof unless and until the conditions to any such transfer of registration set
forth herein and in Section 2.15 of the Indenture shall have been satisfied.

Date:                        Your Signature:
         ------------------                   ----------------------------------
                                              (Sign exactly as your name
                                               appears on the other side of
                                               this Note)



                                     C-2-1
<PAGE>   125

                             Signature Guarantee: ______________________________





                                      C-2-2
<PAGE>   126


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


         The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


Dated: __________________                           ________________________
                                                    NOTICE:  To be executed by
                                                    an executive officer


                                     C-2-3
<PAGE>   127



                                                                       EXHIBIT D


                        [FORM OF LEGEND FOR GLOBAL NOTE]


                  Any Global Note authenticated and delivered hereunder shall
bear a legend (which would be in addition to any other legends required in the
case of a Restricted Note) in substantially the following form:

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

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



                                       D-1
<PAGE>   128




                                                                       EXHIBIT E


                            Form of Certificate to Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors


                                                              -----------, ----

                                    BNY Midwest Trust Company
                                    2 North LaSalle Street
                                    Suite 1020
                                    Chicago, Illinois  60602

Attention:

         Re:      Hayes Lemmerz International, Inc. (the "Company")
                  11 7/8% Senior Notes due 2006 (the "Notes")

Dear Sirs:

                  In connection with our proposed purchase of Notes, we confirm
that:

                  1. We understand that any subsequent transfer of the Notes is
         subject to certain restrictions and conditions set forth in the
         Indenture dated as of June 15, 2001 relating to the Notes and we agree
         to be bound by, and not to resell, pledge or otherwise transfer the
         Notes except in compliance with, such restrictions and conditions and
         the Securities Act of 1933, as amended (the "Securities Act").

                  2. We understand that the Notes have not been registered under
         the Securities Act or any other applicable securities laws, have not
         been and will not be qualified for sale under the securities laws of
         any non-U.S. jurisdiction, and that the Notes may not be offered, sold,
         pledged or otherwise transferred except as permitted in the following
         sentence. We agree, on our own behalf and on behalf of any accounts for
         which we are acting as hereinafter stated, that if we should sell any
         Notes, we will do so only (i) to the Company or any subsidiary thereof,
         (ii) in accordance with Rule 144A under the Securities Act to a
         "qualified institutional buyer" (as defined in Rule 144A), (iii) to an
         institutional "accredited investor" (as defined below) that, prior to
         such transfer, furnishes (or has furnished on its behalf

                                       E-1
<PAGE>   129

         by a U.S. broker-dealer) to you a signed letter containing certain
         representations and agreements relating to the restrictions on transfer
         of the Notes, (iv) outside the United States to foreign purchasers in
         offshore transactions meeting the requirements of Rule 904 of
         Regulation S under the Securities Act, (v) pursuant to the exemption
         from registration provided by Rule 144 under the Securities Act (if
         available), or (vi) pursuant to an effective registration statement
         under the Securities Act, and we further agree to provide to any person
         purchasing any of the Notes from us a notice advising such purchaser
         that resales of the Notes are restricted as stated herein.

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

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

                  5. We are acquiring the Notes purchased by us for our 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 a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.





                                       Very truly yours,

                                       [Name of Transferee]


                                       By:____________________________________
                                              Authorized Signature



                                       E-2

<PAGE>   130



                                                                       EXHIBIT F


                       Form of Certificate to Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S


                                                                __________, ____



                               BNY Midwest Trust Company
                               2 North LaSalle Street
                               Suite 1020
                               Chicago, Illinois  60602


Attention:

                  Re:      Hayes Lemmerz International, Inc.
                           (the "Company") 11 7/8% Senior
                           Notes due 2006 (the "Notes")

Dear Sirs:

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

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

                  (2) either (a) at the time the buy offer was originated, the
         transferee was outside the United States or we and any person acting on
         our behalf reasonably believed that the transferee was outside the
         United States, or (b) the transaction was executed in, on or through
         the facilities of a designated off-shore securities market and neither
         we nor any person acting on our behalf knows that the transaction has
         been pre-arranged with a buyer in the United States;

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



                                      F-1

<PAGE>   131

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

                  (5) we have advised the transferee of the transfer
         restrictions applicable to the Notes.

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

                                       Very truly yours,

                                       [Name of Transferor]


                                       By:____________________________
                                          Authorized Signature





                                      F-2
<PAGE>   132




                                                                       EXHIBIT G


                               [FORM OF GUARANTEE]


                  Each of the undersigned (the "Guarantors") hereby jointly and
severally unconditionally guarantees, to the extent set forth in the Indenture
dated as of June 15, 2001 by and among Hayes Lemmerz International, Inc., as
issuer, the Guarantors, as guarantors, and BNY Midwest Trust Company, as Trustee
(as amended, restated or supplemented from time to time, the "Indenture"), and
subject to the provisions of the Indenture, (a) the due and punctual payment of
the principal of, and premium, if any, and interest on the Notes, when and as
the same shall become due and payable, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on overdue principal,
premium and, to the extent permitted by law, interest, and the due and punctual
performance of all other obligations of the Company to the Noteholders or the
Trustee, all in accordance with the terms set forth in Article 10 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 Noteholders and to
the Trustee pursuant to this 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 and limitations of this Guarantee.





<PAGE>   133

                     HAYES LEMMERZ INTERNATIONAL -
                        OHIO, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        CALIFORNIA, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        HUNTINGTON, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        HOWELL, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        GEORGIA, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        MEXICO, INC.
                     HLI EUROPE, LTD.HAYES LEMMERZ
                        INTERNATIONAL - HOMER, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        TEXAS, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        KENTUCKY, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        CMI, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        CADILLAC, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        MONTAGUE, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        EQUIPMENT & ENGINEERING, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        PETERSBURG, INC.
                     HLI - SUMMERFIELD REALTY CORP.
                     HAYES LEMMERZ INTERNATIONAL -
                        BRISTOL, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        PCA, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        SOUTHFIELD, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        TECHNICAL CENTER, INC.
                     HLI REALTY, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        LAREDO, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        TRANSPORTATION, INC.
                     HAYES LEMMERZ INTERNATIONAL -
                        WABASH, INC.



                  By:____________________________
                              Name:
                              Title: