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

                              DURA OPERATING CORP.

                              SERIES C AND SERIES D
                      9% SENIOR SUBORDINATED NOTES DUE 2009

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

                                    INDENTURE

                            Dated as of June 22, 2001

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


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                      U.S. BANK TRUST NATIONAL ASSOCIATION,

                                     Trustee


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



<PAGE>   2


                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Act Section                                                       Indenture Section
<S>                                                               <C>
310 (a)(1).....................................................................7.10
(a)(2) ........................................................................7.10
(a)(3).........................................................................N.A.
(a)(4).........................................................................N.A.
(a)(5).........................................................................7.10
(i)(b).........................................................................7.10
(ii)(c)........................................................................N.A.
311(a).........................................................................7.11
(b) ...........................................................................7.11
(iii(c)........................................................................N.A.
312 (a)........................................................................2.05
(b)............................................................................11.03
(iv)(c)........................................................................11.03
313(a).........................................................................7.06
(b)(2).........................................................................7.07
(v)(c).........................................................................7.06;11.02
(vi)(d)........................................................................7.06
314(a).........................................................................4.03;11.02
(c)(1).........................................................................11.04
(c)(2).........................................................................11.04
(c)(3).........................................................................N.A.
(vii)(e).......................................................................11.05
(f).. .........................................................................N.A.
315 (a)........................................................................7.01
(b) ...........................................................................7.05,11.02
(A)(c).........................................................................7.01
(d)............................................................................7.01
(e) ...........................................................................6.11
316 (a)(last sentence).........................................................2.09
(a)(1)(A)......................................................................6.05
(a)(1)(B)......................................................................6.04
(a)(2).........................................................................N.A.
(b)............................................................................6.07
(B)(c).........................................................................2.12
317 (a)(1).....................................................................6.08
(a)(2).........................................................................6.09
(b) ...........................................................................2.04
318 (a)........................................................................11.01
(b) ...........................................................................N.A.
(c) ...........................................................................11.01
</TABLE>

N.A. means not applicable.

*This Cross-Reference Table is not part of the Indenture.


<PAGE>   3
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                             <C>
ARTICLE 1.        DEFINITIONS AND INCORPORATION BY REFERENCE.....................................................1
     Section 1.01.    Definitions................................................................................1
     Section 1.02.    Other Definitions.........................................................................22
     Section 1.03.    Trust Indenture Act Definitions...........................................................23
     Section 1.04.    Rules of Construction.....................................................................23
ARTICLE 2.        THE NOTES.....................................................................................23
     Section 2.01.    Form and Dating...........................................................................24
     Section 2.02.    Execution and Authentication..............................................................24
     Section 2.03.    Registrar and Paying Agent................................................................25
     Section 2.04.    Paying Agent to Hold Money in Trust.......................................................25
     Section 2.05.    Holder Lists..............................................................................25
     Section 2.06.    Transfer and Exchange.....................................................................26
              (b)     Transfer and Exchange of Beneficial Interests in the Global Notes ........................26
     Section 2.07.    Replacement Notes.........................................................................37
     Section 2.08.    Outstanding Notes.........................................................................37
     Section 2.09.    Treasury Notes............................................................................38
     Section 2.10.    Temporary Notes...........................................................................38
     Section 2.11.    Cancellation..............................................................................38
     Section 2.12.    Defaulted Interest........................................................................38
     Section 2.13.    CUSIP Numbers.............................................................................39
ARTICLE 3.        REDEMPTION AND PREPAYMENT.....................................................................39
     Section 3.01.    Notices to Trustee........................................................................39
     Section 3.02.    Selection of Notes to Be Redeemed.........................................................39
     Section 3.03.    Notice of Redemption......................................................................39
     Section 3.04.    Effect of Notice of Redemption............................................................40
     Section 3.05.    Deposit of Redemption Price...............................................................40
     Section 3.06.    Notes Redeemed in Part....................................................................41
     Section 3.07.    Optional Redemption.......................................................................41
     Section 3.08.    Mandatory Redemption......................................................................42
     Section 3.09.    Offer to Purchase by Application of Excess Proceeds.......................................42
COVENANTS              .........................................................................................43
     Section 4.01.    Payment of Notes..........................................................................44
     Section 4.02.    Maintenance of Office or Agency...........................................................44
     Section 4.03.    Reports...................................................................................44
     Section 4.04.    Compliance Certificate....................................................................45
     Section 4.05.    Taxes.....................................................................................46
     Section 4.06.    Stay, Extension and Usury Laws............................................................46
     Section 4.07.    Restricted Payments.......................................................................46
     Section 4.08.    Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.................50
     Section 4.09.    Incurrence of Indebtedness and Issuance of Preferred Stock................................51
     Section 4.10.    Asset Sales...............................................................................54
     Section 4.11.    Transactions with Affiliates..............................................................56
     Section 4.12.    Liens.....................................................................................57
</TABLE>

                                        i
<PAGE>   4
<TABLE>
<S>                                                                                                           <C>
     Section 4.13.    Limitation on Foreign Indebtedness........................................................58
     Section 4.14.    Corporate Existence.......................................................................58
     Section 4.15.    Offer to Repurchase Upon Change of Control................................................59
     Section 4.16.    No Senior Subordinated Debt...............................................................60
     Section 4.17.    Additional Subsidiary Guaranties..........................................................60
     Section 4.18.    Designation of Restricted and Unrestricted Subsidiaries...................................60
     Section 4.19.    Payments for Consent......................................................................60
ARTICLE 5.        SUCCESSORS....................................................................................61
     Section 5.01.    Merger, Consolidation, or Sale of Assets..................................................61
     Section 5.02.    Successor Corporation Substituted.........................................................61
ARTICLE 6.        DEFAULTS AND REMEDIES.........................................................................62
     Section 6.01.    Events of Default.........................................................................62
     Section 6.02.    Acceleration..............................................................................63
     Section 6.03.    Other Remedies............................................................................64
     Section 6.04.    Waiver of Past Defaults...................................................................64
     Section 6.05.    Control by Majority.......................................................................64
     Section 6.06.    Limitation on Suits.......................................................................65
     Section 6.07.    Rights of Holders of Notes to Receive Payment.............................................65
     Section 6.08.    Section 6.08. Collection Suit by Trustee..................................................65
     Section 6.09.    Trustee May File Proofs of Claim..........................................................65
     Section 6.10.    Priorities................................................................................66
     Section 6.11.    Undertaking for Costs.....................................................................66
ARTICLE 7.        TRUSTEE.......................................................................................67
     Section 7.01.    Duties of Trustee.........................................................................67
     Section 7.02.    Rights of Trustee.........................................................................68
     Section 7.03.    Individual Rights of Trustee..............................................................68
     Section 7.04.    Trustee's Disclaimer......................................................................69
     Section 7.05.    Notice of Defaults........................................................................69
     Section 7.06.    Reports by Trustee to Holders of the Notes................................................69
     Section 7.07.    Compensation and Indemnity................................................................69
     Section 7.08.    Replacement of Trustee....................................................................70
     Section 7.09.    Successor Trustee by Merger, etc..........................................................71
     Section 7.10.    Eligibility; Disqualification.............................................................71
     Section 7.11.    Preferential Collection of Claims Against Company.........................................71
ARTICLE 8.        LEGAL DEFEASANCE AND COVENANT DEFEASANCE......................................................71
     Section 8.01.    Option to Effect Legal Defeasance or Covenant Defeasance..................................72
     Section 8.02.    Legal Defeasance and Discharge............................................................72
     Section 8.03.    Covenant Defeasance.......................................................................72
     Section 8.04.    Conditions to Legal or Covenant Defeasance................................................73
     Section 8.05.    Deposited Money and Government Securities to be Held in Trust;
                         Other Miscellaneous Provisions ........................................................74
     Section 8.06.    Repayment to Company......................................................................74
     Section 8.07.    Reinstatement.............................................................................75
ARTICLE 9.        AMENDMENT, SUPPLEMENT AND WAIVER..............................................................75
     Section 9.01.    Without Consent of Holders of Notes.......................................................75
     Section 9.02.    With Consent of Holders of Notes..........................................................76
     Section 9.03.    Compliance with Trust Indenture Act.......................................................77
     Section 9.04.    Revocation and Effect of Consents.........................................................77
</TABLE>

                                       ii

<PAGE>   5

<TABLE>
<S>                                                                                                            <C>
     Section 9.05.    Notation on or Exchange of Notes..........................................................78
     Section 9.06.    Trustee to Sign Amendments, etc...........................................................78
ARTICLE 10.       SUBORDINATION.................................................................................78
     Section 10.01.   Agreement to Subordinate..................................................................78
     Section 10.02.   Liquidation; Dissolution; Bankruptcy......................................................78
     Section 10.03.   Default on Designated Senior Debt.........................................................79
     Section 10.04.   Acceleration of Notes.....................................................................79
     Section 10.05.   When Distribution Must Be Paid Over.......................................................80
     Section 10.06.   Notice by Company.........................................................................80
     Section 10.07.   Subrogation...............................................................................80
     Section 10.08.   Relative Rights...........................................................................80
     Section 10.09.   Subordination May Not Be Impaired by Company..............................................81
     Section 10.10.   Distribution or Notice to Representative..................................................81
     Section 10.11.   Rights of Trustee and Paying Agent........................................................81
     Section 10.12.   Authorization to Effect Subordination.....................................................81
     Section 10.13.   Amendments................................................................................82
ARTICLE 11.       GUARANTIES....................................................................................82
     Section 11.01.   Guaranty..................................................................................82
     Section 11.02.   Subordination of Guaranty.................................................................83
     Section 11.03.   Limitation on Guarantor Liability.........................................................83
     Section 11.04.   Execution and Delivery of Guaranty........................................................83
     Section 11.05.   Guarantors May Consolidate, etc., on Certain Terms........................................84
     Section 11.06.   Releases Following Sale of Assets.........................................................85
ARTICLE 12.       MISCELLANEOUS.................................................................................85
     Section 12.01.   Trust Indenture Act Controls..............................................................85
     Section 12.02.   Notices...................................................................................85
     Section 12.03.   Communication by Holders of Notes with Other Holders of Notes.............................86
     Section 12.04.   Certificate and Opinion as to Conditions Precedent........................................87
     Section 12.05.   Statements Required in Certificate or Opinion.............................................87
     Section 12.06.   Rules by Trustee and Agents...............................................................87
     Section 12.07.   No Personal Liability of Directors, Officers, Employees and Stockholders..................87
     Section 12.08.   Governing Law.............................................................................88
     Section 12.09.   No Adverse Interpretation of Other Agreements.............................................88
     Section 12.10.   Successors................................................................................88
     Section 12.11.   Severability..............................................................................88
     Section 12.12.   Counterpart Originals.....................................................................88
     Section 12.13.   Table of Contents, Headings, etc..........................................................88
</TABLE>


EXHIBITS

Exhibit A    FORM OF NOTE
Exhibit B    FORM OF CERTIFICATE OF TRANSFER
Exhibit C    FORM OF CERTIFICATE OF EXCHANGE
Exhibit D    FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E    FORM OF NOTATION OF GUARANTEE
Exhibit F    FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT
             GUARANTORS



                                      iii
<PAGE>   6


     INDENTURE dated as of June 22, 2001 between Dura Operating Corp., a
Delaware corporation (the "Company"), the Guarantors signatories hereto and U.S.
Bank Trust National Association, as trustee (the "Trustee").

     The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the Series C 9% Senior Subordinated Notes due 2009 (the "Series C Notes") and
the Series D 9% Senior Subordinated Notes due 2009 (the "Series D Notes" and,
together with the Series C Notes, the "Notes"):

                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1. Definitions.

     "144A Global Note" means a global note substantially in the form of Exhibit
A hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

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

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

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

     "Additional Notes" means up to $141.5 million in aggregate principal amount
of Notes (other than the Initial Notes) issued under this Indenture in
accordance with Sections 2.02 and 4.09 hereof.

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

     "Agent" means any Registrar, Paying Agent or co-registrar.

     "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

     "Asset Sale" means:


                                       1
<PAGE>   7


     (1) the sale, lease, conveyance or other disposition of any assets or
rights, other than sales or leases in the ordinary course of business consistent
with past practices; provided that the sale, conveyance or other disposition of
all or substantially all of the assets of the Company and its Subsidiaries taken
as a whole will be governed by the provisions of this Indenture described in
Section 4.15 hereof and/or the provisions described in Section 5.01 hereof and
not by the provisions of Section 4.10 hereof; and

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

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

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

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

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

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

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

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

     (7) the licensing of intellectual property; and

     (8) sales of receivables and related assets (including contract rights) of
the type specified in the definition of "Qualified Securitization Transaction"
to a Securitization Entity for the fair market value thereof, including
consideration in the amount specified in the proviso to the definition of
Qualified Securitization Transaction.

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

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


                                       2
<PAGE>   8

     "Board of Directors" means:

     (1) with respect to a corporation, the board of directors of the
corporation;

     (2) with respect to a partnership, the Board of Directors of the general
partner of the partnership; and

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

     "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

     "Business Day" means any day other than a Legal Holiday.

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

     "Capital Stock" means:

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

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

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

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

     "Cash Equivalents" means:

     (1) United States dollars;

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

     (3) certificates of deposit and eurodollar time deposits with maturities of
twelve months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding six months and overnight bank deposits, in each case,
with any lender party to the Credit Agreement or, with any domestic commercial
bank having capital and surplus in excess of $500.0 million and a Thompson Bank
Watch Rating of "B" or better;

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



                                       3
<PAGE>   9

meeting the qualifications specified in clause (3) above;

     (5) commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. or Standard & Poor's Rating Service and in each case
maturing within twelve months after the date of acquisition;

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

     (7) Indebtedness with a rating of "A" or higher from Standard & Poor's
Rating Service or "A-2" or higher from Moody's Investors Service, Inc.

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

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

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

     (3) the consummation of any transaction (including, without limitation, any
merger or consolidation) the result of which is that any "person" (as defined
above), other than the Principals and their Related Parties, becomes the
Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock
of the Company, measured by voting power rather than number of shares;

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

     (5) the first day on which DASI ceases to own 100% of the outstanding
Equity Interests of the Company; or

     (6) the Company consolidates with, or merges with or into, any Person, or
any Person consolidates with, or merges with or into, the Company, in any such
event pursuant to a transaction in which any of the outstanding Voting Stock of
the Company or such other Person is converted into or exchanged for cash,
securities or other property, other than any such transaction where the Voting
Stock of the Company outstanding immediately prior to such transaction is
converted into or exchanged for Voting Stock (other than Disqualified Stock) of
the surviving or transferee Person constituting a majority of the outstanding
shares of such Voting Stock of such surviving or transferee Person (immediately
after giving effect to such issuance).

     "Clearstream" means Clearstream Banking, societe anonyme.

     "Company" means Dura Operating Corp., and any and all successors thereto.

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


                                       4
<PAGE>   10

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

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

     (3) consolidated interest expense of such Person and its Subsidiaries for
such period, whether paid or accrued and whether or not capitalized (including,
without limitation, amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers' acceptance financings, and
net of the effect of all payments made or received pursuant to Hedging
Obligations), to the extent that any such expense was deducted in computing such
Consolidated Net Income; plus

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

     (5) non-cash items increasing such Consolidated Net Income for such period,
other than the accrual of revenue in the ordinary course of business, in each
case, on a consolidated basis and determined in accordance with GAAP.

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

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

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


                                       5
<PAGE>   11

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

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

     (4) the cumulative effect of a change in accounting principles shall be
excluded; and

     (5) the Net Income (but not loss) of any Unrestricted Subsidiary shall be
excluded, whether or not distributed to the specified Person or one of its
Subsidiaries.

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

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

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

     "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.

     "Credit Agreement" means that certain Amended and Restated Credit
Agreement, dated as of March 19, 1999, by and among the Company, DASI and
various direct and indirect wholly owned Subsidiaries of DASI and Bank of
America National Trust and Savings Association as a lender and as agent, and
certain other lenders, providing for up to $1,150 million of aggregate
borrowings, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as
amended, modified, renewed, refunded, replaced or refinanced from time to time.

     "Credit Facilities" means, one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.

     "Custodian" means the Trustee, as custodian with respect to the Notes in
global form, or any successor entity thereto.

     "DASI" means Dura Automotive Systems, Inc., a Delaware corporation, and any
and all successors thereto.


                                       6
<PAGE>   12

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

     "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, in the form of
Exhibit A hereto except that such Note shall not bear the Global Note Legend and
shall not have the "Schedule of Exchanges of Interests in the Global Note"
attached thereto.

     "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

     "Designated Noncash Consideration" means any non-cash consideration (other
than non-cash consideration that would constitute a Restricted Investment)
received by the Company or one of its Restricted Subsidiaries in connection with
an Asset Disposition that is so designated as Designated Noncash Consideration
pursuant to an Officers' Certificate executed by the principal executive officer
and the principal financial officer of the Company or such Restricted
Subsidiary. Such Officers' Certificate shall state the basis of such valuation,
which shall be a report of a nationally recognized investment banking firm with
respect to the receipt in one or a series of related transactions of Designated
Noncash Consideration with a fair market value in excess of $5.0 million.

     "Designated Preferred Stock" means preferred stock that is so designated as
Designated Preferred Stock, pursuant to an Officers' Certificate executed by the
principal executive officer and the principal financial officer of the Company,
on the issuance date thereof, the cash proceeds of which are excluded from the
calculation set forth in clause (iii)(B) of the first paragraph of Section 4.07
hereof.

     "Designated Senior Debt" means:

     (1) any Indebtedness outstanding under the Credit Agreement; and

     (2) after payment in full of all Obligations under the Credit Agreement,
any other Senior Debt of the Company permitted under this Indenture the
principal amount of which is $20.0 million or more and that has been designated
by the Company as "Designated Senior Debt."

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

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


                                       7
<PAGE>   13

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

     "Equity Offering" means an offering by the Company or DASI 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; provided that, in
the event of any Equity Offering by DASI, DASI contributes to the common equity
capital of the Company (other than as Disqualified Stock) the net cash proceeds
of such Equity Offering.

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

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

     "Exchange Notes" means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f) hereof.

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

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

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

     "Existing Notes" means the Issuer's Series B 9% Senior Subordinated Notes
due 2009, issued pursuant to that certain indenture dated April 22, 1999.

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

     (1) the consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued, including, without
limitation, original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, commissions, discounts and
other fees and charges incurred in respect of letter of credit or bankers'
acceptance financings, and net of the effect of all payments made or received
pursuant to Hedging Obligations; plus

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

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

     (4) the product of (a) all dividends, whether paid or accrued and whether
or not in cash, on any series of preferred stock of such Person or any of its
Restricted Subsidiaries, other than



                                       8
<PAGE>   14

dividends on Equity Interests payable solely in Equity Interests of the Company
(other than Disqualified Stock) or to the Company or a Restricted Subsidiary of
the Company, times (b) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state and
local statutory tax rate of such Person, expressed as a decimal, in each case,
on a consolidated basis and in accordance with GAAP.

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

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

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

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

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

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect as of the 9% Notes Original Issue Date.

     "Global Notes" means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes, substantially in the form of
Exhibit A hereto issued in accordance



                                       9
<PAGE>   15

with Section 2.01, 2.06(b)(iv), 2.06(d)(ii) or 2.06(f) hereof.

     "Global Note Legend" means the legend set forth in Section 2.06(g)(ii),
which is required to be placed on all Global Notes issued under this Indenture.

     "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit. "guaranty" means a guarantee
other than by endorsement of negotiable instruments for collection in the
ordinary course of business, direct or indirect, in any manner including,
without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any
Indebtedness.

     "Guaranty" means (i) the guarantee of the Notes by DASI and certain of the
Domestic Restricted Subsidiaries of the Company; and (ii) the guarantee of the
Notes by any Restricted Subsidiary required under the terms of Section 4.17
hereof.

     "Guarantors" means each of:

     (1) DASI; Universal Tool & Stamping Company Inc.; Dura Automotive Systems
Cable Operations, Inc.; Adwest Electronics, Inc.; Dura Automotive Systems of
Indiana, Inc.; Atwood Automotive Inc.; Mark I Molded Plastics of Tennessee,
Inc.; and Atwood Mobile Products, Inc.; and

     (2) any other subsidiary that executes a Guaranty in accordance with the
provisions of this Indenture;

     and their respective successors and assigns.

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

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

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

     "Holder" means a Person in whose name a Note is registered.

     "IAI Global Note" means the Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered in the name of the Depositary
or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes held by Institutional Accredited Investors.

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

     (1) borrowed money;


                                       10
<PAGE>   16

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

     (3) banker's acceptances;

     (4) representing Capital Lease Obligations;

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

     (6) representing any Hedging Obligations,

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

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

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

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

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

     "Indirect Participant" means a Person who holds a beneficial interest in a
Global Note through a Participant.

     "Initial Notes" means $158.5 million in aggregate principal amount of Notes
originally issued under this Indenture on the date hereof.

     "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

     "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including guaranties or other obligations), advances or capital
contributions (excluding commissions, travel and similar advances to officers
and employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Restricted Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of the Company
such that, after giving effect to any such sale or disposition, such Person is
no longer a Restricted Subsidiary of the Company, the Company shall be deemed to
have made an Investment on the date of any such sale or disposition equal



                                       11
<PAGE>   17

to the fair market value of the Equity Interests of such Restricted Subsidiary
not sold or disposed of in an amount determined as provided in the final
paragraph of Section 4.07 hereof. The acquisition by the Company or any
Restricted Subsidiary of the Company of a Person that holds an Investment in a
third Person shall be deemed to be an Investment by the Company or such
Restricted Subsidiary in such third Person in an amount equal to the fair market
value of the Investment held by the acquired Person in such third Person in an
amount determined as provided in the final paragraph Section 4.07 hereof.

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment, are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

     "Letter of Transmittal" means the letter of transmittal to be prepared by
the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

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

     "Liquidated Damages" means all liquidated damages then owing pursuant to
Section 5 of the Registration Rights Agreement.

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

     (1) any gain or loss, together with any related provision for taxes on such
gain or loss, realized in connection with: (a) any Asset Sale; or (b) the
disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries; and

     (2) any extraordinary gain or loss, together with any related provision for
taxes on such extraordinary gain or loss.

     "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof, in each
case after taking into account any available tax credits or deductions and any
tax sharing arrangements and amounts required to be applied to the repayment of
Indebtedness, other than Senior Debt of the Company or a Guarantor, secured by a
Lien on the asset or assets that were the subject of such Asset Sale and any
reserve for adjustment in respect of the sale price



                                       12
<PAGE>   18

of such asset or assets established in accordance with GAAP.

     "9% Notes Original Issue Date" means April 22, 1999, the date of issuance
of the Issuer's Series A 9% Senior Subordinated Notes due 2009.

     "Non-Recourse Debt" means Indebtedness:

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

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

     (3) as to which the lenders have been notified in writing that they will
not have any recourse to the stock or assets of the Company or any of its
Restricted Subsidiaries.

     "Non-U.S. Person" means a Person who is not a U.S. Person.

     "Notes" has the meaning assigned to it in the preamble to this Indenture.
The Initial Notes and the Additional Notes shall be treated as a single class
for all purposes under this Indenture.

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

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

     "Officers' Certificate" means a certificate signed on behalf of the Company
by two Officers of the Company, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company, that meets the requirements of Section 12.05
hereof.

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

     "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Clearstream).

     "Permitted Business" means the business conducted by the Company and its
Restricted



                                       13
<PAGE>   19

Subsidiaries on the date hereof and businesses reasonably related thereto.

     "Permitted Investments" means:

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

     (2) any Investment in Cash Equivalents;

     (3) any Investment by the Company or any Restricted Subsidiary of the
Company 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 of the Company;

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

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

     (6) Hedging Obligations;

     (7) other Investments in any Person having an aggregate fair market value
(measured on the date each such Investment was made and without giving effect to
subsequent changes in value), when taken together with all other Investments
made pursuant to this clause (7) that are at the time outstanding, not to exceed
the greater of (x) $50.0 million and (y) 5.0% of Total Assets;

     (8) Investments existing on the date of this Indenture and any amendment,
modification, restatement, supplement, extension, renewal, refunding,
replacement, refinancing, in whole or in part, thereof;

     (9) any Investment by the Company or a Subsidiary of the Company in a
Securitization Entity or any Investment by a Securitization Entity in any other
Person in connection with a Qualified Securitization Transaction; provided that
any Investment in a Securitization Entity is in the form of a Purchase Money
Note or any equity interest;

     (10) Investments in Permitted Joint Ventures of up to $25.0 million
outstanding at any one time;

     (11) Investments in Unrestricted Subsidiaries in an amount at any one time
outstanding not to exceed $10.0 million; and

     (12) Investments in securities of trade creditors or customers received
pursuant to a plan of reorganization or similar arrangement upon the bankruptcy
or insolvency of such trade creditors or customers.


                                       14
<PAGE>   20

     "Permitted Joint Venture" means an entity characterized as a joint venture
(however structured) engaged in a Permitted Business and in which the Company or
a Restricted Subsidiary (a) owns at least 20% of the ownership interest or (b)
has the right to receive at least 20% of the profits or distributions; provided
that such joint venture is not a Subsidiary.

     "Permitted Junior Securities" means:

     (1) Equity Interests in the Company, DASI or any Guarantor; or

     (2) debt securities that are subordinated to all Senior Debt and any debt
securities issued in exchange for Senior Debt to substantially the same extent
as, or to a greater extent than, the Notes and the Guaranties are subordinated
to Senior Debt under this Indenture.

     "Permitted Liens" means:

     (1) Liens of the Company and any Guarantor securing Indebtedness and other
Obligations under the Credit Facilities that were securing Senior Debt that was
permitted by the terms of this Indenture to be incurred;

     (2) Liens in favor of the Company or the Guarantors;

     (3) Liens on property of a Person existing at the time such Person is
merged with or into or consolidated with the Company or any Subsidiary of the
Company; provided that such Liens were in existence prior to the contemplation
of such merger or consolidation and do not extend to any assets other than those
of the Person merged into or consolidated with the Company or the Subsidiary;

     (4) Liens on property existing at the time of acquisition thereof by the
Company or any Subsidiary of the Company, provided that such Liens were in
existence prior to the contemplation of such acquisition;

     (5) 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;

     (6) Liens to secure Indebtedness (including Capital Lease Obligations)
permitted by clause (iv) of the second paragraph of the Section 4.09 hereof
covering only the assets acquired with such Indebtedness;

     (7) Liens existing on the date of this Indenture;

     (8) 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 concluded, provided that any
reserve or other appropriate provision as shall be required in conformity with
GAAP shall have been made therefor;

     (9) Liens incurred in the ordinary course of business of the Company or any
Subsidiary of the Company with respect to obligations that do not exceed $5.0
million at any one time outstanding;




                                       15
<PAGE>   21

     (10) Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse
Debt of Unrestricted Subsidiaries;

     (11) Liens on assets of a Restricted Subsidiary that is not a Guarantor
that secures Indebtedness (including Acquired Indebtedness) incurred in
compliance with Section 4.13 hereof.

     (12) judgment Liens not giving rise to an Event of Default;

     (13) Liens encumbering deposits made to secure obligations arising from
statutory, regulatory, contractual, or warranty requirements of the Company or
any of its Restricted Subsidiaries, including rights of offset and set-off;

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

     (15) Liens on assets transferred to a Securitization Entity or on assets of
a Securitization Entity, in either case incurred in connection with a Qualified
Securitization Transaction;

     (16) leases or subleases granted to others that do not materially interfere
with the ordinary course of business of the Company and its Restricted
Subsidiaries;

     (17) Liens incurred or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other types of
social security, including any Lien securing letters of credit issued in the
ordinary course of business consistent with past practice in connection
therewith, or to secure the performance of tenders, statutory obligations,
surety and appeal bonds, bids, leases, government contracts, performance and
return-of-money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money);

     (18) Liens imposed by law, such as carriers', warehouseman's and mechanics'
Liens in each case for sums not yet due or being contested in good faith;

     (19) Liens securing Indebtedness or other obligations of a Restricted
Subsidiary owing to the Company or any Guarantor to the extent such Indebtedness
is permitted to be incurred in accordance with Section 4.09 hereof;

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

     (21) Liens on specific items of inventory or other goods and proceeds of
any Person securing such Person's obligations with respect to bankers'
acceptances issued or created for the account of such Person to facilitate the
purchase, shipment or storage of such inventory or other goods; and

     (22) Liens arising from Uniform Commercial Code financing statement filings
regarding operating leases entered into by the Company and its Restricted
Subsidiaries in the ordinary course of business.

     "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any




                                       16
<PAGE>   22

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

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

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

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

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

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

     "Principals" means Onex DHC LLC, Alkin Co. and J2R Corporation.

     "Private Placement Legend" means the legend set forth in Section 2.06(g)(i)
to be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.

     "Pro Forma Cost Savings" means, with respect to any period, the reduction
in costs that occurred during the four-quarter period or after the end of the
four-quarter period and on or prior to the Transaction Date that were directly
attributable to an asset acquisition and calculated on a basis that is
consistent with Article 11 of Regulation S-X under the Securities Act as in
effect on the 9% Notes Original Issue Date.

     "Productive Assets" means assets that are used or useful in, or Capital
Stock of any person engaged in, a Permitted Business.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

     "Qualified Securitization Transaction" means any transaction or series of
transactions pursuant to which the Company or any of its Restricted Subsidiaries
may sell, convey or otherwise transfer to (a) a Securitization Entity (in the
case of a transfer by the Company or any of its Restricted



                                       17
<PAGE>   23

Subsidiaries) and (b) any other Person (in case of a transfer by a
Securitization Entity), or may grant a security interest in, any accounts
receivable or equipment (whether now existing or arising or acquired in the
future) of the Company or any of its Restricted Subsidiaries, and any assets
related thereto including, without limitation, all collateral securing such
accounts receivable and equipment and other assets (including contract rights
and all guarantees or other obligations in respect to such accounts receivable
and equipment, proceeds of such accounts receivable and equipment and other
assets (including contract rights) which are customarily transferred or in
respect of which security interests are customarily granted in connection with
asset securitization transactions involving accounts receivable and equipment,
all of the foregoing for the purpose of providing working capital financing on
terms that are more favorable to the Company and its Restricted Subsidiary than
would otherwise be available at that time.

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of June 22, 2001, by and among the Company and the other parties named
on the signature pages thereof, as such agreement may be amended, modified or
supplemented from time to time and, with respect to any Additional Notes, one or
more registration rights agreements between the Company and the other parties
thereto, as such agreement(s) may be amended, modified or supplemented from time
to time, relating to rights given by the Company to the purchasers of Additional
Notes to register such Additional Notes under the Securities Act.

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

     "Regulation S Global Note" means a Global Note bearing the Global Note
Legend and the Private Placement Legend and deposited with or on behalf of and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes resold in
reliance on Rule 904 of Regulation S.

     "Related Party" means:

     (1) any controlling stockholder, 80% (or more) owned Subsidiary, or
immediate family member (in the case of an individual) of any Principal; or

     (2) any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or Persons beneficially holding an 80% or more
controlling interest of which consist of any one or more Principals and/or such
other Persons referred to in the immediately preceding clause (1).

     "Representative" means the indenture trustee or other trustee, agent or
representative in respect of any Designated Senior Debt; provided that if, and
for so long as, any Designated Senior Debt lacks such a representative, then the
Representative for such Designated Senior Debt shall at all times constitute the
holders of a majority in outstanding principal amount of such Designated Senior
Debt in respect of any Designated Senior Debt.

     "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee 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 because of his knowledge of
and familiarity with the particular subject.

     "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

     "Restricted Global Note" means a Global Note bearing the Private Placement
Legend.



                                       18
<PAGE>   24

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

     "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

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

                  "Rule 903" means Rule 903 promulgated under the Securities
Act.

     "Rule 904" means Rule 904 promulgated the Securities Act.

     "SEC" means the Securities and Exchange Commission.

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

     "Securitization Entity" means a Wholly Owned Subsidiary of the Company (or
another Person in which the Company or any Subsidiary of the Company makes an
Investment and to which the Company or any Subsidiary of the Company transfers
accounts receivable or equipment and related assets) that engages in no
activities other than in connection with the financing of accounts receivable or
equipment and that is designated by the Board of Directors of the Company (as
provided below) as a Securitization Entity (a) no portion of the Indebtedness or
any other obligations (contingent or otherwise) of which (i) is guaranteed by
the Company or any other Restricted Subsidiary (excluding guarantees of
Obligations (other than the principal of, and interest on, Indebtedness))
pursuant to Standard Securitization Undertakings, (ii) is recourse to or
obligates the Company or any Restricted Subsidiary in any way other than
pursuant to Standard Securitization Undertakings, (b) with which neither the
Company nor any Restricted Subsidiary has any material contract, agreement,
arrangement or understanding other than on terms no less favorable to the
Company or such Restricted Subsidiary than those that might be obtained at the
time from Persons that are not Affiliates of the Company, other than fees
payable in the ordinary course of business in connection with servicing
receivables of such entity, and (c) to which neither the Company nor any
Restricted Subsidiary has any obligation to maintain or preserve such entity's
financial condition or cause such entity to achieve certain levels of operating
results. Any such designation by the Board of Directors shall be evidenced to
the Trustee by filing with the Trustee a certified copy of the resolution of the
Board of Directors giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
conditions.

     "Senior Debt" means:

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

     (2) any other Indebtedness of the Company or any Guarantor permitted to be
incurred under the terms of this Indenture, unless the instrument under which
such Indebtedness is




                                       19
<PAGE>   25

incurred expressly provides that it is on a parity with or subordinated in right
of payment to the Notes or any of the Guaranties; and

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

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

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

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

     (3) any trade payables; or

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

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

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

     "Standard Securitization Undertakings" means representations, warranties,
covenants and indemnities entered into by the Company or any Subsidiary of the
Company that are reasonably customary in an accounts receivable or equipment
transactions.

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

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

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

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

                  "Total Assets" means the total assets of the Company and its
Restricted Subsidiaries on




                                       20
<PAGE>   26

a consolidated basis determined in accordance with GAAP, as shown on the most
recently available consolidated balance sheet of the Company and its Restricted
Subsidiaries.

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

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

     "Unrestricted Definitive Note" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend.

     "Unrestricted Global Note" means a permanent global Note in the form of
Exhibit A attached hereto that bears the Global Note Legend and that has the
"Schedule of Exchanges of Interests in the Global Note" attached thereto, and
that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

     "Unrestricted Subsidiary" means any Subsidiary of the Company (other than
Dura UK Limited or any successor thereto) that is designated by the Board of
Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only
to the extent that such Subsidiary:

     (1) has no Indebtedness other than Non-Recourse Debt;

     (2) is not party to any agreement, contract, arrangement or understanding
with the Company or any Restricted Subsidiary of the Company unless the terms of
any such agreement, contract, arrangement or understanding are no less favorable
to the Company or such Restricted Subsidiary than those that might be obtained
at the time from Persons who are not Affiliates of the Company;

     (3) is a Person with respect to which neither the Company nor any of its
Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe
for additional Equity Interests or (b) to maintain or preserve such Person's
financial condition or to cause such Person to achieve any specified levels of
operating results; and

     (4) has not guaranteed or otherwise directly or indirectly provided credit
support for any Indebtedness of the Company or any of its Restricted
Subsidiaries.

     Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company shall be in
default of such covenant. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any




                                       21
<PAGE>   27

outstanding Indebtedness of such Unrestricted Subsidiary and such designation
shall only be permitted if (1) such Indebtedness is permitted under Section 4.09
hereof, calculated on a pro forma basis as if such designation had occurred at
the beginning of the four-quarter reference period; and (2) no Default or Event
of Default would be in existence following such designation.

     "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

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

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

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

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

     "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person.

SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                                      Defined in
                   Term                                                                Section
<S>                                                                                   <C>
             "Acceleration Notice"........................................................6.02
             "Affiliate Transaction"......................................................4.11
             "Asset Sale Offer"...........................................................3.09
             "Authentication Order".......................................................2.02
             "Change of Control Offer"....................................................4.15
             "Change of Control Payment"..................................................4.15
             "Change of Control Payment Date".............................................4.15
             "Covenant Defeasance"........................................................8.03
             "Event of Default"...........................................................6.01
             "Excess Proceeds"............................................................4.10
             "incur"......................................................................4.09
             "Legal Defeasance"...........................................................8.02
             "Offer Amount"...............................................................3.09
             "Offer Period"...............................................................3.09
             "Paying Agent"...............................................................2.03
             "Payment Blockage Notice"....................................................10.03
             "Payment Default"............................................................6.01
             "Permitted Debt".............................................................4.09
             "Purchase Date"..............................................................3.09
              "Registrar".................................................................2.03
             "Restricted Payments"........................................................4.07

</TABLE>



                                       22
<PAGE>   28

SECTION 1.03. Trust Indenture Act Definitions.

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

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

     "indenture securities" means the Notes;

     "indenture security Holder" means a Holder of a Note;

     "indenture to be qualified" means this Indenture;

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

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

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

SECTION 1.04. Rules of Construction.

     Unless the context otherwise requires:

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

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

          (3) "or" is not exclusive;

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

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

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

                                       23
<PAGE>   29

                                   ARTICLE 2.
                                    THE NOTES

SECTION 2.01.Form and Dating.

     (a) General.

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

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

     (b) Global Notes.

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

     (c) Euroclear and Clearstream Procedures Applicable. The provisions of
the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream" and "Customer Handbook" of Clearstream shall be applicable to
transfers of beneficial interests in the Regulation S Global Notes that are held
by Participants through Euroclear or Clearstream.

SECTION 2.02. Execution and Authentication. Two Officers shall sign the Notes
for the Company by manual or facsimile signature. The Company's seal may be
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 a Note is authenticated, the Note shall nevertheless be valid.

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

         The Trustee shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to the aggregate principal amount of



                                       24
<PAGE>   30

$600 million, of which $158.5 million will be issued as Initial Notes on the
date hereof. The aggregate principal amount of Notes outstanding at any time may
not exceed such amount except as provided in Section 2.07 hereof.

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

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") and an
office or agency where Notes may be presented for payment ("Paying Agent"). If
and as long as the Notes are listed on the Luxembourg Stock Exchange, the
Company shall maintain a Registrar and Paying Agent in Luxembourg. The Registrar
shall keep a register of the Notes and of their transfer and exchange. The
Company may appoint one or more co-registrars and one or more additional paying
agents. The term "Registrar" includes any co-registrar and the term "Paying
Agent" includes any additional paying agent. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Company shall notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

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

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

SECTION 2.04. Paying Agent to Hold Money in Trust.

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

SECTION 2.05. Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA




                                       25
<PAGE>   31

ss. 312(a). If the Trustee is not the Registrar, the Company shall furnish to
the Trustee at least seven Business Days before each interest payment date and
at such other times as the Trustee may request in writing, a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of the Holders of Notes and the Company shall otherwise comply with
TIA ss. 312(a).

SECTION 2.06. Transfer and Exchange.

     (a) Transfer and Exchange of Global Notes.

         A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary. All
Global Notes will be exchanged by the Company for Definitive Notes if (i) the
Company delivers to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 90 days after the date of such
notice from the Depositary or (ii) there shall have occurred and be continuing a
Default or an Event of Default. Global Notes also may be exchanged or replaced,
in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Upon the
occurrence of either of the preceding events in (i) or (ii) above, Definitive
Notes shall be issued in such names as the Depositary shall instruct the
Trustee. Every Note authenticated and delivered in exchange for, or in lieu of,
a Global Note or any portion thereof, pursuant to this Section 2.06 or Section
2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and
shall be, a Global Note. A Global Note may not be exchanged for another Note
other than as provided in this Section 2.06(a), however, beneficial interests in
a Global Note may be transferred and exchanged as provided in Section
2.06(b),(c) or (f) hereof.

     (b) Transfer and Exchange of Beneficial Interests in the Global Notes.

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

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

              (ii) All Other Transfers and Exchanges of Beneficial Interests in
         Global Notes. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(b)(i) above,
         the transferor of such beneficial interest must deliver to the
         Registrar either (A) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in




                                       26
<PAGE>   32

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

              (iii) Transfer of Beneficial Interests to Another Restricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         transferred to a Person who takes delivery thereof in the form of a
         beneficial interest in another Restricted Global Note if the transfer
         complies with the requirements of Section 2.06(b)(ii) above and the
         Registrar receives the following:

                   (A) if the transferee will take delivery in the form of a
         beneficial interest in the 144A Global Note, then the transferor must
         deliver a certificate in the form of Exhibit B hereto, including the
         certifications in item (1) thereof; and

                   (B) if the transferee will take delivery in the form of a
         beneficial interest in the Regulation S Global Note, then the
         transferor must deliver a certificate in the form of Exhibit B hereto,
         including the certifications in item (2) thereof.

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

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

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


                                       27
<PAGE>   33

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

                   (D) the Registrar receives the following:

                       (1) if the holder of such beneficial interest in a
         Restricted Global Note proposes to exchange such beneficial interest
         for a beneficial interest in an Unrestricted Global Note, a certificate
         from such holder in the form of Exhibit C hereto, including the
         certifications in item (1)(a) thereof; or

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

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

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

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

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

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

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

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



                                       28
<PAGE>   34

                   (C) if such beneficial interest is being transferred to a
         Non-U.S. Person in an offshore transaction in accordance with Rule 903
         or Rule 904 under the Securities Act, a certificate to the effect set
         forth in Exhibit B hereto, including the certifications in item (2)
         thereof;

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

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

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

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

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

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

                   (A) such exchange or transfer is effected pursuant to the
         Exchange Offer in accordance with the Registration Rights Agreement and
         the holder of such beneficial interest, in the case of an exchange, or
         the transferee, in the case of a transfer, certifies in the applicable
         Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person
         participating in the distribution of the Exchange Notes or (3) a Person
         who is an



                                       29
<PAGE>   35

         affiliate (as defined in Rule 144) of the Company;

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

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

                   (D) the Registrar receives the following:

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

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

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

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

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

              (i) Restricted Definitive Notes to Beneficial Interests in
         Restricted Global Notes. If any Holder of a Restricted Definitive Note
         proposes to exchange such Note for a beneficial



                                       30
<PAGE>   36

     interest in a Restricted Global Note or to transfer such Restricted
     Definitive Notes to a Person who takes delivery thereof in the form of a
     beneficial interest in a Restricted Global Note, then, upon receipt by the
     Registrar of the following documentation:

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

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

                   (C) if such Restricted Definitive Note is being transferred
         to a Non-U.S. Person in an offshore transaction in accordance with Rule
         903 or Rule 904 under the Securities Act, a certificate to the effect
         set forth in Exhibit B hereto, including the certifications in item (2)
         thereof;

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

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

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

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

                   the Trustee shall cancel the Restricted Definitive Note,
         increase or cause to be increased the aggregate principal amount of, in
         the case of clause (A) above, the appropriate Restricted Global Note,
         in the case of clause (B) above, the 144A Global Note, in the case of
         clause (C) above, the Regulation S Global Note, and in all other cases,
         the IAI Global Note.

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



                                       31
<PAGE>   37

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

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

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

                   (D) the Registrar receives the following:

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

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

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

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

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

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

                                       32
<PAGE>   38

     (e) Transfer and Exchange of Definitive Notes for Definitive Notes.

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

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

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

              (B) if the transfer will be made pursuant to Rule 903 or Rule 904,
     then the transferor must deliver a certificate in the form of Exhibit B
     hereto, including the certifications in item (2) thereof; and

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

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

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

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

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

              (D) the Registrar receives the following:



                                       33
<PAGE>   39

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

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

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

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

     (f) Exchange Offer.

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

         (g) Legends.

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

         (i) Private Placement Legend.

              (A) Except as permitted by subparagraph (B) below, each Global
         Note and each Definitive Note (and all Notes issued in exchange
         therefor or substitution



                                       34
<PAGE>   40

     thereof) shall bear the legend in substantially the following form:

         THE NOTE (OR ITS PREDECESSORS) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, AND THE NOTE EVIDENCED HEREBY MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS
HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER
OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED
HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH NOTE MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) (A) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT), PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (B) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES ACT, (C)
OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (D) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT PROVIDED THAT IN THE CASE OF A TRANSFER PURSUANT TO CLAUSE (D)
SUCH TRANSFER IS EFFECTED BY THE DELIVERY TO THE TRANSFEREE OF DEFINITIVE
SECURITIES REGISTERED IN ITS NAME (OR ITS NOMINEES NAME) IN THE BOOKS MAINTAINED
BY THE REGISTRAR, AND IS SUBJECT TO THE RECEIPT BY THE REGISTRAR (AND THE
COMPANY, IF THEY SO REQUEST) OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION
OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
ACT, (II) TO THE COMPANY OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY OF THE
RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

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

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

              "This Global Note is held by the Depositary (as defined in the
         Indenture governing this Note) or its nominee in custody for the
         benefit of the beneficial owners hereof, and is not transferable to any
         person under any circumstances except that (i) the Trustee may make
         such notations hereon as may be required pursuant to section 2.07 of
         this Indenture, (ii) this Global Note may be exchanged in whole but not
         in part pursuant to section 2.06(a) of this



                                       35
<PAGE>   41

         Indenture, (iii) this Global Note may be delivered to the Trustee for
         cancellation pursuant to section 2.11 of this Indenture, and (iv) this
         Global Note may be transferred to a successor depositary with the prior
         written consent of the Company."

         (h) Cancellation and/or Adjustment of Global Notes.

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

     (i) General Provisions Relating to Transfers and Exchanges.

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

          (ii) No service charge shall be made to a holder of a beneficial
     interest in a Global Note or to a Holder of a Definitive Note for any
     registration of transfer or exchange, but the Company may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than any such transfer taxes
     or similar governmental charge payable upon exchange or transfer pursuant
     to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

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

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

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



                                       36
<PAGE>   42

     redeemed in part or (c) to register the transfer of or to exchange a Note
     between a record date and the next succeeding Interest Payment Date.

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

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

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

SECTION 2.07. Replacement Notes.

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

          Every replacement Note issued pursuant to this Section 2.07 is an
additional obligation of the Company and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.

SECTION 2.08. Outstanding Notes.

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

          If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

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

          If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on




                                       37
<PAGE>   43

and after that date such Notes shall be deemed to be no longer outstanding and
shall cease to accrue interest.

SECTION 2.09. Treasury Notes.

          In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10. Temporary Notes.

          Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

          Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

SECTION 2.11. Cancellation.

          The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. Subject to Section 2.07, the Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.

SECTION 2.12. Defaulted Interest.

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


                                       38
<PAGE>   44

SECTION 2.13. CUSIP Numbers.

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

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

SECTION 3.01. Notices to Trustee.

          If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture or the
Notes pursuant to which the redemption shall occur, (ii) the redemption date,
(iii) the principal amount of Notes to be redeemed and (iv) the redemption
price.

SECTION 3.02. Selection of Notes to Be Redeemed.

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

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

     (b)  if the Notes are not so listed, on a pro rata basis, by lot or by such
          method as the Trustee shall deem fair and appropriate.

          In the event of partial redemption by lot, the particular Notes to be
redeemed shall be selected, unless otherwise provided herein, not less than 30
nor more than 60 days prior to the redemption date by the Trustee from the
outstanding Notes not previously called for redemption.

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

SECTION 3.03. Notice of Redemption.

          Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a



                                       39
<PAGE>   45

notice of redemption to each Holder whose Notes are to be redeemed at its
registered address.

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

          (a) the redemption date;

          (b) the redemption price;

          (c) if any Note is being redeemed in part only, the portion of the
principal amount of such Note to be redeemed and that, after the redemption date
upon surrender of such Note, a new Note or Notes in principal amount equal to
the unredeemed portion shall be issued upon cancellation of the original Note;

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

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

          (f) that, unless the Company defaults in making such redemption
payment, interest on Notes called for redemption ceases to accrue on and after
the redemption date;

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

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

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

          For so long as the Notes are listed on the Luxembourg Stock Exchange
and the rules of such exchange so require, the Company will cause a notice of
redemption of the Notes to be published in a daily newspaper with general
circulation in Luxembourg (which is expected to be the Luxembourger Wort).
Notices of redemption may not be conditional.

SECTION 3.04. Effect of Notice of Redemption.

          Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

SECTION 3.05. Deposit of Redemption Price.

          On or before the redemption date, the Company shall deposit with the
Trustee or with the Paying Agent money sufficient to pay the redemption price of
and accrued interest on all Notes to be




                                       40
<PAGE>   46

redeemed on that date. The Trustee or the Paying Agent shall promptly return to
the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption price of, and
accrued interest on, all Notes to be redeemed.

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

SECTION 3.06. Notes Redeemed in Part.

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

SECTION 3.07. Optional Redemption.

          (a) At any time prior to May 1, 2002, the Company may redeem up to 35%
of the aggregate principal amount of Notes issued under this Indenture
(calculated after giving effect to any issuance of Additional Notes) at a
redemption price of 109% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the redemption date,
with the net cash proceeds of one or more Equity Offerings; provided that:

          (i) at least 65% of the aggregate principal amount of Notes issued
     under this Indenture remains outstanding immediately after the occurrence
     of such redemption (excluding Notes held by DASI, the Company and their
     respective Subsidiaries); and

          (ii) the redemptions must occur within 90 days of the date of the
     closing of any such Equity Offering.

          (b) Except pursuant to the preceding paragraph, the Notes will not be
     redeemable at the Company's option prior to May 1, 2004.

     After May 1, 2004, the Company may redeem all or a part of the Notes upon
not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the applicable
redemption date, if redeemed during the twelve-month period beginning on May 1
of the years indicated below:



                                       41

<PAGE>   47

                  YEAR                                                PERCENTAGE
                  ----                                                ----------
                  2004...............................................    104.50%
                  2005...............................................    103.00%
                  2006...............................................    101.50%
                  2007 and thereafter................................    100.00%


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

SECTION 3.08. Mandatory Redemption.

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

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

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

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

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

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

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

     (b) the Offer Amount, the purchase price and the Purchase Date;

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



                                       42
<PAGE>   48

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

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

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

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

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

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

          On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officers' Certificate stating that such
Notes or portions thereof were accepted for payment by the Company in accordance
with the terms of this Section 3.09. The Company, the Depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by
the Company for purchase, and the Company shall promptly issue a new Note, and
the Trustee, upon written request from the Company shall authenticate and mail
or deliver such new Note to such Holder, in a principal amount equal 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
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

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

                                       43
<PAGE>   49

                                   ARTICLE 4.
                                    COVENANTS

SECTION 4.01. Payment of Notes.

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

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

SECTION 4.02. Maintenance of Office or Agency.

          The Company shall maintain in the Borough of Manhattan, the City of
New York, and, if and as long as the Notes are listed on the Luxembourg Stock
Exchange, in Luxembourg, an office or agency (which may be an office of the
Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes
may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

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

          The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03 and, if and as long as the Notes are listed on the Luxembourg Stock
Exchange, the Company also hereby designates The Industrial Bank of Japan
(Luxembourg) S.A. as another such office or agency in accordance with Section
2.03 and the rules of the Luxembourg Stock Exchange.

SECTION 4.03. Reports.

          Whether or not required by the SEC, so long as any Notes are
outstanding, the Company



                                       44
<PAGE>   50

shall furnish to the Holders of Notes, within five days of filing such reports
with the SEC:

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

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

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

          In addition, following consummation of the Exchange Offer, whether or
not required by the SEC, the Company shall file a copy of all of the information
and reports referred to in clauses (i) and (ii) above with the SEC for public
availability within the time periods specified in the SEC's rules and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. Moreover, the Company agrees, and any Guarantor shall agree, that, for
so long as any Notes remain outstanding, it shall furnish to the Holders and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act. Reports and other filings made by DASI that include all of the
information referred to in clauses (i) and (ii) above with respect to DASI and
its consolidated subsidiaries shall be deemed to satisfy the obligations of the
Company and/or the Guarantors set forth above as long as such reports and
filings include the information required by the staff of the SEC under its
interpretations of SAB 53; provided that DASI does not have any business
operations other than those conducted through the Company.

SECTION 4.04. Compliance Certificate.

     (a) The Company and each Guarantor (to the extent that such Guarantor is so
required under the TIA) shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company 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 the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of 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



                                       45
<PAGE>   51

of the event and what action the Company is taking or proposes to take with
respect thereto. For purposes this paragraph, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.

     (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 4.03(i) 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 that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof 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 to
any Person for any failure to obtain knowledge of any such violation.

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

SECTION 4.05. Taxes.

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

SECTION 4.06. Stay, Extension and Usury Laws.

     The Company and each of the Guarantors covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

SECTION 4.07. Restricted Payments.

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

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


                                       46
<PAGE>   52

     than dividends or distributions payable in Equity Interests (other than
     Disqualified Stock) of the Company or to the Company or a Restricted
     Subsidiary of the Company);

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

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

          (iv) make any Restricted Investment (all such payments and other
     actions set forth in clauses (i) through (iv) above being collectively
     referred to as "Restricted Payments"),

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

          (i) no Default or Event of Default shall have occurred and be
     continuing or would occur as a consequence thereof; and

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

          (iii) such Restricted Payment, together with the aggregate amount of
     all other Restricted Payments made by the Company and its Restricted
     Subsidiaries after the 9% Notes Original Issue Date (excluding Restricted
     Payments permitted by clauses (ii), (iii) and (iv) of the next succeeding
     paragraph), is less than the sum, without duplication, of

               (A) 50% of the Consolidated Net Income of the Company for the
     period (taken as one accounting period) from March 31, 1999 to the end of
     the Company's most recently ended fiscal quarter for which internal
     financial statements are available at the time of such Restricted Payment
     (or, if such Consolidated Net Income for such period is a deficit, less
     100% of such deficit), plus

               (B) 100% of the aggregate net cash proceeds or fair market value
     of Productive Assets received by the Company since the 9% Notes Original
     Issue Date as a contribution to its common equity capital or from the issue
     or sale of Equity Interests of the Company (other than Disqualified Stock)
     or from the issue or sale of convertible or exchangeable Disqualified Stock
     or convertible or exchangeable debt securities of the Company that have
     been converted into or exchanged for such Equity Interests (other than
     Equity Interests (or Disqualified Stock or debt securities) sold to a
     Subsidiary of the Company), plus

               (C) to the extent that any Restricted Investment that was made
     after the date of this Indenture is sold for cash or otherwise liquidated
     or repaid for cash, the lesser of (i) the cash return of capital with
     respect to such Restricted Investment (less the




                                       47
<PAGE>   53

     cost of disposition, if any) and (ii) the initial amount of such Restricted
     Investment, plus

               (D) without duplication of any amounts included in clause (b)
     above, 100% of the aggregate Net Cash Proceeds or the fair market value of
     Productive Assets received by the Company as common equity contributions by
     a holder of the Equity Interests of the Company (excluding any net cash
     proceeds from an equity contribution which has been financed, directly or
     indirectly using funds (1) borrowed from the Company or any of its
     Subsidiaries, unless and until and to the extent such borrowing is repaid
     or (2) contributed, extended, guaranteed or advanced by the Company or by
     any of its Subsidiaries); plus

               (E) any dividends paid in cash or Productive Assets received by
     the Company or a Restricted Subsidiary of the Company after the 9% Notes
     Original Issue Date from any Unrestricted Subsidiary to the extent that
     such dividends were not otherwise included in Consolidated Net Income; plus

               (F) to the extent that any Unrestricted Subsidiary is
     redesignated as a Restricted Subsidiary after the 9% Notes Original Issue
     Date, the fair market value of the Company's Investment in such Subsidiary
     (which consists of cash or Productive Assets) as of the date of such
     redesignation.

So long as no Default has occurred and is continuing or would be caused thereby,
the preceding provisions shall not prohibit:

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

          (ii) the redemption, repurchase, retirement, defeasance or other
     acquisition of any subordinated Indebtedness of DASI, the Company or any
     Guarantor or of any Equity Interests of DASI, the Company or any Restricted
     Subsidiary in exchange for, or out of the net cash proceeds of the
     substantially concurrent sale (other than to a Subsidiary of the Company)
     of, Equity Interests of the Company (other than Disqualified Stock);
     provided that the amount of any such net cash proceeds that are utilized
     for any such redemption, repurchase, retirement, defeasance or other
     acquisition shall be excluded from clause (iii) (B) of the preceding
     paragraph;

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

          (iv) the payment of any dividend by a Restricted Subsidiary of the
     Company to the holders of its Equity Interests on a pro rata basis;

          (v) the repurchase, redemption or other acquisition or retirement for
     value of any Equity Interests of DASI, the Company or any Restricted
     Subsidiary of the Company held by any employee, officer or director (in
     each case either current or former) of the Company (or any of its
     Restricted Subsidiaries) pursuant to any management equity subscription
     agreement or stock plan; provided that the aggregate price paid for all
     such repurchased, redeemed, acquired



                                       48
<PAGE>   54

     or retired Equity Interests shall not exceed $5.0 million in any
     twelve-month period;

          (vi) cash dividends or loans from the Company to DASI for the purpose
     of permitting DASI to pay its ordinary operating expenses (including,
     without limitation, directors' fees, indemnification obligations,
     professional fees and expenses, etc.) in an aggregate amount not to exceed
     $5.0 million in any twelve-month period;

          (vii) payments to DASI not to exceed $100,000 in any fiscal year,
     solely to enable DASI to make payments to holders of its Capital Stock in
     lieu of issuance of fractional shares of its Capital Stock;

          (viii) repurchases of Capital Stock deemed to occur upon the exercise
     of stock options if such Capital Stock represents a portion of the exercise
     price thereof;

          (ix) the declaration and payment of dividends to holders of any class
     or series of Designated Preferred Stock (other than Disqualified Capital
     Stock) issued after the 9% Notes Original Issue Date; provided that, at the
     time of such issuance, the Company, after giving effect to such issuance on
     a pro forma basis, would have had a Fixed Charge Coverage Ratio of at least
     2.0 to 1.0;

          (x) other Restricted Payments in an aggregate amount not to exceed
     $10.0 million since the 9% Notes Original Issue Date;

          (xi) the distribution, as a dividend or otherwise, of shares of
     Capital Stock of any Unrestricted Subsidiary of the Company;

          (xii) cash dividends or loans from the Company to DASI in amounts
     equal to amounts required for DASI to pay franchise taxes and Federal,
     state and local taxes to the extent such income taxes are attributable to
     the income of the Company and its Restricted Subsidiaries; and

          (xiii) dividends from the Company to DASI in an amount sufficient to
     pay dividends on DASI's 7-1/2% Convertible Trust Preferred Securities due
     2028, that are outstanding on the issue date of the Notes.

          The amount of all Restricted Payments (other than cash) shall be the
     fair market value on the date of the Restricted Payment of the asset(s) or
     securities proposed to be transferred or issued by the Company or such
     Restricted Subsidiary, as the case may be, pursuant to the Restricted
     Payment. The fair market value of any assets or securities that are
     required to be valued by this Section 4.07 shall be determined by the Board
     of Directors whose resolution with respect thereto shall be delivered to
     the Trustee. The Board of Directors' determination must be based upon an
     opinion or appraisal issued by an accounting, appraisal or investment
     banking firm of national standing if the fair market value exceeds $10.0
     million. 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 4.07 were computed, together with
     a copy of any fairness opinion or appraisal required by this Indenture.


                                       49
<PAGE>   55

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

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

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

          (ii) make loans or advances to the Company or any of the Company's
Restricted Subsidiaries; or

          (iii) transfer any of its properties or assets to the Company or any
of the Company's Restricted Subsidiaries.

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

          (i) Existing Indebtedness as in effect on the date of this Indenture;

          (ii) this Indenture, the Notes and the Guaranties;

          (iii) indebtedness incurred by a Restricted Subsidiary that is not a
     Guarantor in compliance with Section 4.13;

          (iv) applicable law, regulation or order;

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

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

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

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




                                       50
<PAGE>   56

          (ix) Liens securing Indebtedness that limit the right of the debtor to
     dispose of the assets subject to such Lien;

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

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

          (xii) customary provisions in agreements with respect to Permitted
     Joint Ventures;

          (xiii) Indebtedness incurred after the date of this Indenture in
     accordance with the terms of this Indenture; provided; that the
     restrictions contained in the agreements governing such new Indebtedness
     are, in the good faith judgment of the Board of Directors of the Company,
     not materially less favorable, taken as a whole, to the holders of the
     Notes than those contained in the agreements governing Indebtedness
     outstanding on the date of this Indenture;

          (xiv) any encumbrance or restriction of a Securitization Entity
     effected in connection with a Qualified Securitization Transaction; and

          (xv) any encumbrances or restrictions imposed by any amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings of the contracts, instruments or obligations
     referred to in clauses (i) through (xiv) above; provided that such
     amendments, modifications, restatements, renewals, increases, supplements,
     refundings, replacements or refinancings are, in the good faith judgment of
     the Board of Directors of the Company, no more restrictive with respect to
     such dividend and other payment restrictions prior to such amendment,
     modification, restatement, renewal, increase, supplement, refunding,
     replacement or refinancing.

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

          The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness (including Acquired Debt), and the
Company shall not issue any Disqualified Stock and shall not permit any of its
Subsidiaries to issue any shares of preferred stock; provided, however, that the
Company may incur Indebtedness (including Acquired Debt) or issue Disqualified
Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or
issue preferred stock, if in each case the Fixed Charge Coverage Ratio for the
Company's most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock or preferred
stock is issued would have been at least 2.0 to 1.0, determined on a pro forma
basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been incurred, or the preferred stock or
Disqualified Stock had been issued, as the case may be, at the beginning of such
four-quarter period.

          The first paragraph of this Section 4.09 shall not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):



                                       51
<PAGE>   57

          (i) the incurrence by the Company and any Restricted Subsidiary of
     Indebtedness and letters of credit under Credit Facilities in an aggregate
     principal amount at any one time outstanding under this clause (i) (with
     letters of credit being deemed to have a principal amount equal to the
     maximum potential liability of the Company and its Restricted Subsidiaries
     thereunder) not to exceed $950.0 million less 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 (other
     than the repayment of the Interim Term Loan using the net proceeds from the
     sale of the Initial Notes);

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

          (iii) the incurrence by the Company and the Guarantors of Indebtedness
     represented by the Notes and the related Guaranties to be issued on the
     date of this Indenture and the Exchange Notes and the related Guaranties to
     be issued pursuant to the Registration Rights Agreement (including the
     Exchange Notes and related Guaranties to be issued in exchange for the
     Existing Notes);

          (iv) the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness represented by Capital Lease Obligations,
     mortgage financings or purchase money obligations, in each case, incurred
     for the purpose of financing all or any part of the purchase price or cost
     of construction or improvement of property, plant or equipment used in the
     business of the Company or such Restricted Subsidiary, in an aggregate
     principal amount, including all Permitted Refinancing Indebtedness incurred
     to refund, refinance or replace any Indebtedness incurred pursuant to this
     clause (iv), not to exceed 5% of Total Assets at any time outstanding;

          (v) the incurrence by the Company or any of its Restricted
     Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
     net proceeds of which are used to refund, refinance or replace,
     Indebtedness (other than intercompany Indebtedness) that was permitted by
     this Indenture to be incurred under the first paragraph of this Section
     4.09 or clauses (ii), (iii), (iv), (v) or (x) of this paragraph;

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

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

              (B) (1) any subsequent issuance or transfer of Equity Interests
     that results in any such Indebtedness being held by a Person other than the
     Company or a Restricted Subsidiary thereof and (2) any sale or other
     transfer of any such Indebtedness to a Person that is not either the
     Company or a Restricted Subsidiary thereof shall be deemed, in each case,
     to constitute an incurrence of such Indebtedness by the Company



                                       52
<PAGE>   58

     or such Restricted Subsidiary, as the case may be, that was not permitted
     by this clause (vi);

          (vii) the incurrence by the Company or any of its Restricted
     Subsidiaries of Hedging Obligations that are incurred for the purpose of
     fixing or hedging interest rate risk with respect to any floating rate
     Indebtedness that is permitted by the terms of this Indenture to be
     outstanding or to hedge exposure to foreign currency fluctuations or
     commodity price risk with respect to any commodity purchases;

          (viii) (A) the guarantee by the Company or any of the Guarantors of
     Indebtedness of the Company or a Guarantor that was permitted to be
     incurred by another provision of this Section 4.09; and

                 (B) the guarantee by any Restricted Subsidiary of the Company
     that is not a Guarantor of Indebtedness of another Restricted Subsidiary of
     the Company that is not a Guarantor that was permitted to be incurred by
     another provision of this Section 4.09;

          (ix) the accrual of interest, accretion or amortization of original
     issue discount, the payment of interest on any Indebtedness in the form of
     additional Indebtedness with the same terms, and the payment of dividends
     on Disqualified Stock in the form of additional shares of the same class of
     Disqualified Stock; provided, in each such case, that the amount thereof is
     included in Fixed Charges of the Company as accrued;

          (x) the incurrence by the Company or any of its Restricted
     Subsidiaries of additional Indebtedness or Disqualified Stock in an
     aggregate principal amount (or accreted value, as applicable) at any time
     outstanding, including all Permitted Refinancing Indebtedness incurred to
     refund, refinance or replace any Indebtedness incurred pursuant to this
     clause (x), not to exceed $50.0 million;

          (xi) the incurrence by the Company's Unrestricted Subsidiaries of
     Non-Recourse Debt, provided, however, that if any such Indebtedness ceases
     to be Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be
     deemed to constitute an incurrence of Indebtedness by a Restricted
     Subsidiary of the Company that was not permitted by this clause (xi);

          (xii) the incurrence of Indebtedness (including letters of credit) in
     respect of workers' compensation claims, self-insurance obligations,
     performance, surety, bid or similar bonds and completion guaranties
     provided by the Company or one of its Restricted Subsidiaries in the
     ordinary course of business and consistent with past practices;

          (xiii) Indebtedness arising from agreements of the Company or a
     Restricted Subsidiary providing for indemnification, adjustment of purchase
     price, earn out or other similar obligations, in each case, incurred or
     assumed in connection with the disposition of any business, assets or a
     Restricted Subsidiary, other than guarantees of Indebtedness incurred by
     any Person acquiring all or any portion of such business, assets or
     Restricted Subsidiary for the purpose of financing such acquisition;
     provided that the maximum assumable liability in respect of all such
     Indebtedness shall at no time exceed the gross proceeds actually received
     by the Company and its Restricted Subsidiaries in connection with such
     disposition;

                                       53
<PAGE>   59

          (xiv) the incurrence by a Securitization Entity of Indebtedness in a
     Qualified Securitization Transaction that is Non-Recourse Debt (except for
     Standard Securitization Undertakings) with respect to the Company and its
     other Restricted Subsidiaries;

          (xv) Indebtedness of the Company evidenced by promissory notes
     subordinated to the Notes and the Exchange Notes issued to employees of the
     Company and its Subsidiaries in lieu of cash payment at any time for Equity
     Interest of DASI being repurchased from such employees; provided; that the
     aggregate amount of such Indebtedness does not exceed $5.0 million at any
     one time outstanding;

          (xvi) guaranties of Indebtedness of any other person incurred by the
     Company or a Restricted Subsidiary in the ordinary course of business in an
     aggregate principal amount not to exceed $5.0 million at any one time
     outstanding;

          (xvii) Indebtedness consisting of take-or-pay obligations contained in
     supply agreements entered into by the Company or its Subsidiaries in the
     ordinary course; and

          (xviii) Indebtedness of Restricted Subsidiaries that are not
     Guarantors permitted by Section 4.13 hereof.

          For purposes of determining compliance with this Section 4.09, in the
     event that an item of Indebtedness meets the criteria of more than one of
     the categories of Permitted Debt described in clauses (i) through (xvii)
     above, or is entitled to be incurred pursuant to the first paragraph of
     this Section 4.09, the Company shall, in its sole discretion, classify such
     item of Indebtedness in any manner that complies with this Section 4.09.
     All borrowings outstanding on the date of this Indenture under the Credit
     Facilities will be deemed to have been borrowed pursuant to clause (i) of
     the definition of Permitted Debt.

SECTION 4.10. Asset Sales.

          The Company shall not, and shall not permit any of its Restricted
     Subsidiaries to, consummate an Asset Sale unless:

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

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

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

               (A) any liabilities (as shown on the Company's or such Restricted
     Subsidiary's most recent balance sheet) of the Company or any Restricted
     Subsidiary



                                       54
<PAGE>   60

(other than contingent liabilities and liabilities that are by
     their terms subordinated to the Notes or any Guaranty) that are assumed by
     the transferee of any such assets pursuant to a customary novation
     agreement that releases the Company or such Restricted Subsidiary from
     further liability;

               (B) any securities, notes or other obligations received by the
     Company or any such Restricted Subsidiary from such transferee that are
     converted by the Company or such Restricted Subsidiary into cash within 180
     days after the consummation of such Asset Sale (to the extent of the cash
     received in that conversion); and

               (C) any Designated Noncash Consideration received by the Company
     or any of its Restricted Subsidiaries in such Asset Sale; provided that the
     aggregate fair market value (as determined above) of such Designated
     Noncash Consideration, taken together with the fair market value at the
     time of receipt of all other Designated Noncash Consideration received
     pursuant to this clause (c) less the amount of Net Proceeds previously
     realized in cash from prior Designated Noncash Consideration, is less than
     5.0% of Total Assets at the time of the receipt of such Designated Noncash
     Consideration (with the fair market value of each item of Designated
     Noncash Consideration being measured at the time received and without
     giving effect to subsequent changes in value).

          Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds at its option:

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

          (ii) to acquire all or substantially all of the assets of, or a
     majority of the Voting Stock of, another Permitted Business;

          (iii) to make a capital expenditure; and/or

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

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

          Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will make
an Asset Sale Offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100%
of the principal amount plus accrued and unpaid interest and Liquidated Damages,
if any, to the date of purchase, and will be payable in cash. If any Excess
Proceeds remain after consummation of an Asset



                                       55
<PAGE>   61

Sale Offer, the Company may use such Excess Proceeds for any purpose not
otherwise prohibited by this Indenture. If the aggregate principal amount of
Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and
such other pari passu Indebtedness to be purchased on a pro rata basis based on
the principal amount of Notes and such other pari passu Indebtedness tendered.
Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

          The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sales
provisions of this Indenture, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of this Indenture by virtue of such
conflict.

SECTION 4.11. Transactions with Affiliates.

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

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

          (ii) the Company delivers to the Trustee:

               (A) with respect to any Affiliate Transaction or series of
     related Affiliate Transactions involving aggregate consideration in excess
     of $5.0 million, a resolution of the Board of Directors set forth in an
     Officers' Certificate certifying that such Affiliate Transaction complies
     with this covenant and that such Affiliate Transaction has been approved by
     a majority of the disinterested members of the Board of Directors; and

               (B) with respect to any Affiliate Transaction or series of
     related Affiliate Transactions involving aggregate consideration in excess
     of $15.0 million, an opinion as to the fairness to the Company or the
     relevant Restricted Subsidiary of such Affiliate Transaction from a
     financial point of view issued by an accounting, appraisal or investment
     banking firm of national standing.

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

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



                                       56
<PAGE>   62

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

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

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

          (v) Restricted Payments that are permitted by the provisions of this
Indenture described in Section 4.07 hereof;

          (vi) providing indemnity to officers, directors, or employees of the
Company or any of its Subsidiaries as determined in good faith by the Board of
Directors of the Company;

          (vii) the payment of customary management, consulting and advisory
fees and related expenses to Hidden Creek or its affiliates consistent with past
practices, including, without limitation, in connection with acquisitions,
divestitures or financings by DASI, the Company or any of the Company's
Restricted Subsidiaries;

          (viii) the existence of, or the performance by the Company or any of
its Restricted Subsidiaries of its obligations under the terms of, any agreement
to which it is a party as of the date of this Indenture, and any similar
agreements which it may enter into thereafter; provided, however, that the
existence of, or the performance by the Company or any of its Restricted
Subsidiaries of obligations under, any future amendment to any such existing
agreement or under any similar agreement entered into after the date of this
Indenture shall only be permitted by this clause to the extent that the terms of
any such amendment or similar agreement are not disadvantageous to the Holders
in any material respect;

          (ix) transactions effected as part of a Qualified Securitization
Transaction;

          (x) transactions with customers, joint venture partners, clients and
suppliers, in each case in the ordinary course of business and otherwise in
compliance with the terms of this Indenture which are fair to the Company or its
Restricted Subsidiaries, in the reasonable determination of the Board of
Directors of the Company;

          (xi) the grant of stock options, restricted stock or similar rights to
the Company's employees, directors and consultants pursuant to plans approved by
the Board of Directors of the Company; and

          (xii) loans or advances to employees or consultants in the ordinary
course of business and consistent with past practices, which are approved by a
majority of the Board of Directors of the Company in good faith.

SECTION 4.12. Liens.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien of any kind on any asset now owned or hereafter acquired, except
Permitted Liens.

                                       57
<PAGE>   63

SECTION 4.13. Limitation on Foreign Indebtedness.

          The Company shall not permit any Restricted Subsidiary of the Company
that is not a Guarantor to, directly or indirectly, incur any Indebtedness
(including Acquired Indebtedness) unless:

          (i) 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,

               (1) the Fixed Charge Coverage Ratio of Restricted Subsidiaries
          that are not Guarantors (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

               (2) 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

               (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

          (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.

          In the event that any Indebtedness incurred pursuant to clause (1)(b)
of the foregoing paragraph 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 (1)(a) of the foregoing paragraph.

          All calculations required under the prior two paragraphs hereof shall
be made in a manner consistent with the calculations required under Section
4.09.

SECTION 4.14. 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
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
of the Company and its 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 Subsidiaries, if the


                                       58
<PAGE>   64

Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Notes.

SECTION 4.15. Offer to Repurchase Upon Change of Control.

          If a Change of Control occurs, each Holder of Notes will have the
right to require the Company to repurchase all or any part (equal to $1,000 or
an integral multiple thereof) of that Holder's Notes pursuant to the offer
described below (the "Change of Control Offer"). In the Change of Control Offer,
the Company shall offer a Change of Control Payment in cash equal to 101% of the
aggregate principal amount of Notes repurchased plus accrued and unpaid interest
and Liquidated Damages thereon, if any, to the date of purchase (the "Change of
Control Payment"). Within 30 days following any Change of Control, unless the
Company has exercised its right to redeem the Notes pursuant to Section 3.07,
the Company shall mail a notice to the Trustee and each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase Notes on the purchase date specified in such notice (which must be
no earlier than 30 days nor later than 60 days from the date such notice is
mailed, other than as required by law (the "Change of Control Payment Date")),
pursuant to the procedures required by this Indenture and described in such
notice. The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the Change of
Control provisions of this Indenture, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under the Change of Control provisions of this
Indenture by virtue of such conflict.

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

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

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

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

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

          Prior to complying with any of the provisions of this Section 4.15,
but in any event within 90 days following a Change of Control, the Company will
either repay all outstanding Senior Debt or obtain the requisite consents, if
any, under all agreements governing outstanding Senior Debt to




                                       59
<PAGE>   65

permit the repurchase of Notes required by this covenant. If the Company does
not obtain such consents or repay such borrowings, the Company will be
prohibited from purchasing the Notes. The Company will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.

          The Company shall not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes
validly tendered and not withdrawn under such Change of Control Offer.

SECTION 4.16. No Senior Subordinated Debt.

          The Company shall not incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Indebtedness of the Company and senior in any respect in
right of payment to the Notes. No Guarantor shall incur, create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is subordinate or
junior in right of payment to any Indebtedness of such Guarantor and senior in
any respect in right of payment to such Guarantor's Guaranty.

SECTION 4.17. Additional Subsidiary Guaranties.

          If the Company or any of its Restricted Subsidiaries acquires or
creates another material Domestic Restricted Subsidiary after the date of this
Indenture and the newly acquired or created material Domestic Restricted
Subsidiary guarantees any obligations under any Credit Facility, then that newly
acquired or created Domestic Restricted Subsidiary must become a Guarantor and
execute a supplemental indenture and deliver an Opinion of Counsel to the
Trustee within 10 Business Days of the date on which it guaranteed any
obligation under any of the Credit Facilities. If any Subsidiary that is not a
Guarantor at any time guaranties Indebtedness of the Company or a Guarantor, the
Company will cause such Subsidiary to simultaneously execute and deliver
supplemental indentures providing for the Guaranty of the payment of the Notes
by such Subsidiary.

SECTION 4.18. Designation of Restricted and Unrestricted Subsidiaries.

          The Board of Directors may designate any Restricted Subsidiary to be
an Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
fair market value of all outstanding Investments owned by the Company and its
Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be an
Investment made as of the time of such designation and shall either reduce the
amount available for Restricted Payments under clause (iii)(B) of the first
paragraph of Section 4.07 hereof or reduce the amount available for future
Investments, as the Company shall determine. That designation shall only be
permitted if such Investment would be permitted at the time and if such
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary
to be a Restricted Subsidiary if the redesignation would not cause a Default.

SECTION 4.19. Payments for Consent.

          The Company and DASI will not, and will not permit any of their
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of




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<PAGE>   66

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 issued thereunder unless such
consideration is offered to be paid and is paid to all Holders of such Notes
that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.

                                   ARTICLE 5.
                                   SUCCESSORS

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

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

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

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

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

          (iv) the Company or the Person formed by or surviving any such
     consolidation or merger (if other than the Company) or to which such sale,
     assignment, transfer, conveyance or other disposition shall have been made
     shall, on the date of such transaction after giving pro forma effect
     thereto and any related financing transactions as if the same had occurred
     at the beginning of the applicable four-quarter period, be permitted to
     incur at least $1.00 of additional Indebtedness pursuant to the Fixed
     Charge Coverage Ratio test set forth in the first paragraph of Section 4.09
     hereof.

          In addition, the Company shall not, directly or indirectly, lease all
or substantially all of its properties or assets, in one or more related
transactions, to any other Person. The provisions of this Section 5.01 shall not
apply to a sale, assignment, transfer, conveyance or other disposition of assets
between or among the Company and any Guarantor.

SECTION 5.02. Successor Corporation Substituted.

          Upon any consolidation or merger, or any sale, assignment, transfer,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, conveyance or other disposition is made shall



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succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, conveyance or other disposition, the provisions of
this Indenture referring to the "Company" shall refer instead to the successor
corporation and not to the Company), and may exercise every right and power of
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein; provided, however, that the
predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets that meets the requirements of Section 5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

          Each of the following is an Event of Default:

          (i) default for 30 days in the payment when due of interest on, or
     Liquidated Damages with respect to, any Notes, whether or not prohibited by
     Article 10 hereof;

          (ii) default in payment when due of the principal of or premium, if
     any, on the Notes, whether or not prohibited by Article 10 hereof;

          (iii) failure by the Company or any of its Restricted Subsidiaries to
     comply with any of the provisions of Section 5.01 hereof;

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

          (v) default under any mortgage, indenture or instrument under which
     there is issued and outstanding any Indebtedness for money borrowed by the
     Company or any of its Restricted Subsidiaries (or the payment of which is
     guaranteed by the Company or any of its Restricted Subsidiaries) whether
     such Indebtedness or guarantee now exists, or is created after the date
     hereof, if that default:

               (A) is caused by a failure to pay principal of, or interest or
     premium, if any, on such Indebtedness prior to the expiration of the grace
     period provided in such Indebtedness on the date of such default (a
     "Payment Default"); or

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

and, in each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$20.0 million or more;

          (vi) failure by the Company or any of its Restricted Subsidiaries to
     pay final judgments aggregating in excess of $20.0 million, which judgments
     are not paid, vacated, discharged or stayed or non-appealable for a period
     of 60 days and in the event such judgment is




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     covered by insurance, an enforcement proceeding has been commenced by any
     creditor upon such judgment or decree which is not properly stayed;

          (vii) the Company or any of its Significant Subsidiaries or any group
     of Subsidiaries that, taken as a whole, would constitute a Significant
     Subsidiary pursuant to or within the meaning of 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

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

               (A) is for relief against the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary in an involuntary case;

               (B) appoints a custodian of the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary or for all or substantially all of the
     property of the Company or any of its Significant Subsidiaries or any group
     of Subsidiaries that, taken as a whole, would constitute a Significant
     Subsidiary; or

               (C) orders the liquidation of the Company or any of its
     Significant Subsidiaries or any group of Subsidiaries that, taken as a
     whole, would constitute a Significant Subsidiary;

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

          (ix) except as permitted by this Indenture, any Guaranty is held in
     any judicial proceeding to be unenforceable or invalid or shall cease for
     any reason to be in full force and effect or any Guarantor, or any Person
     acting on behalf of any Guarantor, shall deny or disaffirm its obligations
     under such Guarantor's Guaranty.

SECTION 6.02. Acceleration.

          If any Event of Default (other than an Event of Default specified in
clause (vii) or (viii) of Section 6.01 hereof with respect to the Company, any
Significant Subsidiary or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary) occurs and is continuing,



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the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare the principal of and accrued interest on all the
Notes to be due and payable by notice in writing to the Company and the Trustee
specifying the respective Event of Default and that such notice is a "notice of
acceleration" (the "Acceleration Notice"), and the same (1) shall become
immediately due and payable or (2) if there are any amounts outstanding under
the Credit Agreement, shall become immediately due and payable upon the first to
occur of an acceleration under the Credit Agreement or five Business Days after
receipt by the Company and the Representative under the Credit Agreement of such
Acceleration Notice but only if such Event of Default is then continuing. Upon
any such declaration, but subject to the immediately preceding sentence, the
Notes shall become due and payable immediately. Notwithstanding the foregoing,
if an Event of Default specified in clause (vii) or (viii) of Section 6.01
hereof occurs with respect to the Company, all outstanding Notes shall be due
and payable immediately without further action or notice. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

SECTION 6.03. Other Remedies.

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

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04. Waiver of Past Defaults.

          Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or interest
on, the Notes (including in connection with an offer to purchase) (provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

SECTION 6.05. Control by Majority.

          Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any



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direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.

SECTION 6.06. Limitation on Suits.

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

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

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

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

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

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

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

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

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08.  Collection Suit by Trustee.

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

SECTION 6.09. Trustee May File Proofs of Claim.

          The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel)



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

SECTION 6.10. Priorities.

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

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

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

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

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

SECTION 6.11. Undertaking for Costs.

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



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                                   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 man would
exercise or use under the circumstances in the conduct of his own affairs.

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

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

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

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

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

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

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

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

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

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



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SECTION 7.02. Rights of Trustee.

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

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

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

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

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

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

     (g) Except with respect to Section 4.01, the Trustee shall have no duty to
inquire as to the performance of the Company with respect to the covenants
contained in Article 4. In addition, the Trustee shall not be deemed to have
knowledge of an Event of Default except (i) any Default or Event of Default
occurring pursuant to Sections 4.01, 6.01(i) or 6.01(ii) or (ii) any Default or
Event of Default of which the Trustee shall have received written notification
or obtained actual knowledge.

     (h) Delivery of reports, information and documents to the Trustee under
Section 4.03 is for informational purposes only and the Trustee's receipt of the
foregoing shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company's compliance with any of their covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

SECTION 7.03. Individual Rights of Trustee.

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



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SECTION 7.04. Trustee's Disclaimer.

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

SECTION 7.05. Notice of Defaults.

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

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

          Within 60 days after each November 1 beginning with the November 1
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA ss. 313(a) (but if no
event described in TIA ss. 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA ss. 313(b)(2). The Trustee shall also transmit by mail all
reports as required by TIA ss. 313(c).

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

SECTION 7.07. Compensation and Indemnity.

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

          The Company and the Guarantors shall, jointly and severally, indemnify
the Trustee against any and all losses, liabilities or expenses incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company and the Guarantors (including this Section 7.07)
and defending itself against any claim (whether asserted by the Company or any
Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder,



                                       69
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except to the extent any such loss, liability or expense may be attributable to
its negligence or bad faith. The Trustee shall notify the Company and the
Guarantors promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company and the
Guarantors need not pay for any settlement made without its consent, which
consent shall not be unreasonably withheld.

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

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

          The Trustee shall comply with the provisions of TIA ss. 313(b)(2) to
the extent applicable.

          The Company's and the Guarantors' obligations under this Section 7.07
and any claim arising hereunder shall survive the resignation or removal of any
Trustee, the discharge of the Company's obligations pursuant to Article 8 hereof
and any rejection or termination under any Bankruptcy Law.

SECTION 7.08. Replacement of Trustee.

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

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

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

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

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

     (d) the Trustee becomes incapable of acting.

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<PAGE>   76

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

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

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

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

SECTION 7.09. Successor Trustee by Merger, etc.

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

SECTION 7.10. Eligibility; Disqualification.

     There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100.0
million or be part of a bank holding company with a combined capital and surplus
of at least $100 million, as set forth in its most recent published annual
report of condition.

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

SECTION 7.11. Preferential Collection of Claims Against Company.

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



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<PAGE>   77

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

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

SECTION 8.02. Legal Defeasance and Discharge.

          Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes and all
obligations of the Guarantors shall be deemed to have been discharged with
respect to their obligations under the Guaranties on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes and
Guaranties, respectively, and all obligations of the Guarantors shall be deemed
to have been discharged with respect to their obligations under the Guaranties,
which shall thereafter be deemed to be "outstanding" only for the purposes of
Section 8.05 hereof and the other Sections of this Indenture referred to in (a)
and (b) below, and to have satisfied all its other obligations under such Notes
and this Indenture (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest and Liquidated Damages, if any, on such Notes when such
payments are due, (b) the Company's obligations with respect to such Notes under
Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company's and the Guarantors'
obligations in connection therewith and (d) this Article Eight. Subject to
compliance with this Article Eight, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section
8.03 hereof.

SECTION 8.03. Covenant Defeasance.

          Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each of the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from their respective obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.18
hereof and clauses (iii) and (iv) of Section 5.01 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant,



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<PAGE>   78

whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby. In addition, upon the Company's exercise under
Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 5.01(iii) and 5.01(iv) and Sections 6.01(iv) through 6.01(vi) hereof
shall not constitute Events of Default.

SECTION 8.04. Conditions to Legal or Covenant Defeasance.

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

In order to exercise either Legal Defeasance or Covenant Defeasance:

     (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest and
Liquidated Damages, if any on the outstanding Notes on the stated maturity or on
the applicable redemption date, as the case may be and the Company must specify
whether the Notes are being defeased to maturity or to a particular redemption
date;

     (b) in the case of an election under Section 8.02 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

     (c) in the case of an election under Section 8.03 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

     (d) no Default or Event of Default shall have occurred and be continuing on
the date of such deposit (other than a Default or Event of Default resulting
from the incurrence of Indebtedness all or a portion of the proceeds of which
will be used to defease the Notes pursuant to this Article Eight concurrently
with such incurrence) or insofar as Sections 6.01(vii) or 6.01(viii) hereof is
concerned, at any time in the period ending on the 91st day after the date of
deposit;



                                       73
<PAGE>   79

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

     (f) the Company shall have delivered to the Trustee an Opinion of Counsel
(which may be subject to customary exceptions) to the effect that, assuming no
intervening bankruptcy of the Company or any Guarantor between the date of
deposit and the 91st day following the deposit and assuming that no Holder is an
"insider" of the Company under applicable bankruptcy law, after the 91st day
following the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally;

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

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

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

     Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 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 (including the Company acting as 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 interest, but
such money need not be segregated from other funds except to the extent required
by law.

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

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

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<PAGE>   80
SECTION 8.06. Repayment to Company.

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

SECTION 8.07. Reinstatement.

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

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. Without Consent of Holders of Notes.

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

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

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

          (c) to provide for the assumption of the Company's obligations to the
Holders of the Notes by a successor to the Company or a Guarantor pursuant to
Article 5 hereof;

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

          (e) to comply with requirements of the SEC in order to effect or
maintain the qualification



                                       75
<PAGE>   81

of this Indenture under the TIA;

          (f) to provide for the issuance of Additional Notes in accordance with
the limitations set forth in this Indenture as of the date hereof; or

          (g) to allow any Guarantor to execute a supplemental indenture and/or
a Guaranty with respect to the Notes.

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

SECTION 9.02. With Consent of Holders of Notes.

          Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture (including Section 3.09, 4.10 and
4.15 hereof), the Guaranties and the Notes with the consent of the Holders of at
least a majority in principal amount of the Notes (including Additional Notes,
if any) then outstanding voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture, the Guaranties or the Notes may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including Additional Notes, if any) voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes). Without the consent of at least 75% in
principal amount of the Notes then outstanding (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, such
Notes), no waiver or amendment to this Indenture may make any change in the
provisions of Article 10 hereof that adversely affects the rights of any Holder
of Notes. Section 2.08 hereof shall determine which Notes are considered to be
"outstanding" for purposes of this Section 9.02.

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

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



                                       76
<PAGE>   82

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

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

          (b) reduce the principal of or change the fixed maturity of any Note
or alter the provisions with respect to the redemption of the Notes (other than
provisions relating to Sections 3.09 or 4.15 hereof);

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

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

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

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

          (g) waive a redemption payment with respect to any Note (other than a
payment required by Sections 3.09 or 4.15 hereof); or

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

          (i) make any change in Section 6.04 or 6.07 hereof or in the preceding
amendment and waiver provisions.

SECTION 9.03. Compliance with Trust Indenture Act.

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

SECTION 9.04. Revocation and Effect of Consents.

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note



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<PAGE>   83

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

SECTION 9.05. Notation on or Exchange of Notes.

          The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

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

SECTION 9.06. Trustee to Sign Amendments, etc.

          The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until the Board
of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon, in addition to the documents required
by Section 11.04 hereof, an Officer's Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.

                                  ARTICLE 10.
                                  SUBORDINATION

SECTION 10.01. Agreement to Subordinate.

          The Company agrees, and each Holder by accepting a Note agrees, that
the Indebtedness evidenced by the Notes is subordinated in right of payment, to
the extent and in the manner provided in this Article 10, to the prior payment
in full of all Senior Debt of the Company, including Senior Debt incurred after
the date of this Indenture, and that the subordination is for the benefit of the
holders of Senior Debt.

SECTION 10.02. Liquidation; Dissolution; Bankruptcy.

          Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company, in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or in any marshalling of the
Company's assets and liabilities:

          (i) holders of Senior Debt shall be entitled to receive payment in
     full of all Obligations due in respect of such Senior Debt (including
     interest after the commencement of any such proceeding at the rate
     specified in the applicable Senior Debt) before Holders of the




                                       78
<PAGE>   84

     Notes shall be entitled to receive any payment with respect to the Notes
     (except that Holders may receive (i) Permitted Junior Securities and (ii)
     payments and other distributions made from any defeasance trust created
     pursuant to Section 8.01 hereof); and

          (ii) until all Obligations with respect to Senior Debt (as provided in
     subsection (i) above) are paid in full, any distribution to which Holders
     would be entitled but for this Article 10 shall be made to the holders of
     Senior Debt (except that Holders of Notes may receive (i) Permitted Junior
     Securities and (ii) payments and other distributions made from any
     defeasance trust created pursuant to Section 8.01 hereof), as their
     interests may appear.

SECTION 10.03. Default on Designated Senior Debt.

     (a) The Company may not make any payment or distribution to the Trustee or
any Holder in respect of Obligations with respect to the Notes and may not
acquire from the Trustee or any Holder any Notes for cash or property (other
than (i) Permitted Junior Securities and (ii) payments and other distributions
made from any defeasance trust created pursuant to Section 8.01 hereof) until
all principal and other Obligations with respect to the Senior Debt have been
paid in full if:

          (i) a default in the payment of any principal or other Obligations
     with respect to Designated Senior Debt occurs and is continuing beyond any
     applicable grace period in the agreement, indenture or other document
     governing such Designated Senior Debt; or

          (ii) a default, other than a payment default, on Designated Senior
     Debt occurs and is continuing on any series of Designated Senior Debt that
     permits holders of that series to accelerate its maturity and the Trustee
     receives a notice of the default (a "Payment Blockage Notice") from the
     Company or the holders (or a Representative of the holders) of the
     Designated Senior Debt. If the Trustee receives any such Payment Blockage
     Notice, no subsequent Payment Blockage Notice shall be effective for
     purposes of this Section unless and until (i) at least 360 days shall have
     elapsed since the delivery of the immediately prior Payment Blockage Notice
     and (ii) all scheduled payments of principal, interest and premium and
     Liquidated Damages, if any, on the Notes that have come due have been paid
     in full in cash. No nonpayment default that existed or was continuing on
     the date of delivery of any Payment Blockage Notice to the Trustee shall
     be, or be made, the basis for a subsequent Payment Blockage Notice unless
     such default shall have been cured or waived for a period of 90 days.

     (b) The Company may and shall resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

               (i) in the case of a payment default, upon the date on which such
     default is cured or waived, or

               (ii) in the case of a nonpayment default, the earlier of the date
     on which such nonpayment default is cured or waived or 179 days after the
     date on which the applicable Payment Blockage Notice is received, unless
     the maturity of any Designated Senior Debt has been accelerated.

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<PAGE>   85

SECTION 10.04. Acceleration of Notes.

          If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify holders of Senior Debt of the Company of the
acceleration.

SECTION 10.05. When Distribution Must Be Paid Over.

          In the event that the Trustee or any Holder receives any payment of
any Obligations with respect to the Notes (except in Permitted Junior Securities
or payments and other distributions made from any defeasance trust created
pursuant to Section 8.01 hereof) at a time when the payment is prohibited by
this Article 10 and the Trustee or such Holder, as applicable, has actual
knowledge (provided by formal notice in accordance with Section 10.06 hereof in
the case of the Trustee) that such payment is prohibited by Section 10.03
hereof, such payment shall be held by the Trustee or such Holder, in trust for
the benefit of, and shall be paid forthwith over and delivered, upon written
request, to, the holders of Senior Debt as their interests may appear or their
Representative under the indenture or other agreement (if any) pursuant to which
Senior Debt may have been issued, as their respective interests may appear, for
application to the payment of all Obligations with respect to Senior Debt
remaining unpaid to the extent necessary to pay such Obligations in full in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.

          With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 10, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

SECTION 10.06. Notice by Company.

          The Company shall promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any Obligations
with respect to the Notes to violate this Article 10, but failure to give such
notice shall not affect the subordination of the Notes to the Senior Debt as
provided in this Article 10.

SECTION 10.07. Subrogation.

          After all Senior Debt is paid in full and until the Notes are paid in
full, Holders of Notes shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

                                       80
<PAGE>   86

SECTION 10.08. Relative Rights.

          This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture shall:

          (1) impair, as between the Company and Holders of Notes, the
obligation of the Company, which is absolute and unconditional, to pay principal
of and interest on the Notes in accordance with their terms;

          (2) affect the relative rights of Holders of Notes and creditors of
the Company other than their rights in relation to holders of Senior Debt; or

          (3) prevent the Trustee or any Holder of Notes from exercising its
available remedies upon a Default or Event of Default, subject to the rights of
holders and owners of Senior Debt to receive distributions and payments
otherwise payable to Holders of Notes.

          If the Company fails because of this Article 10 to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

SECTION 10.09. Subordination May Not Be Impaired by Company.

          No right of any holder of Senior Debt to enforce the subordination of
the Indebtedness evidenced by the Notes shall be impaired by any act or failure
to act by the Company or any Holder or by the failure of the Company or any
Holder to comply with this Indenture.

SECTION 10.10. Distribution or Notice to Representative.

          Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

          Upon any payment or distribution of assets of the Company referred to
in this Article 10, the Trustee and the Holders of Notes shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

SECTION 10.11. Rights of Trustee and Paying Agent.

          Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

                                       81
<PAGE>   87

          The Trustee in its individual or any other capacity may hold Senior
Debt of the Company with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights.

SECTION 10.12. Authorization to Effect Subordination.

          Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim the holders of the Senior Debt of the Company or their
Representatives are hereby authorized to file an appropriate claim for and on
behalf of the Holders of the Notes.

SECTION 10.13. Amendments.

          The provisions of this Article 10 shall not be amended or modified
without the written consent of the holders of all Senior Debt.

                                  ARTICLE 11.
                                   GUARANTIES

SECTION 11.01. Guaranty.

          Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of and interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

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


                                       82
<PAGE>   88

and covenants that this Guaranty shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

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

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

SECTION 11.02. Subordination of Guaranty.

          The Obligations of each Guarantor under its Guaranty pursuant to this
Article 11 shall be junior and subordinated to the Senior Debt of such Guarantor
on the same basis as the Notes are junior and subordinated to Senior Debt of the
Company. For the purposes of the foregoing sentence, the Trustee and the Holders
shall have the right to receive and/or retain payments by any of the Guarantors
only at such times as they may receive and/or retain payments in respect of the
Notes pursuant to this Indenture, including Article 10 hereof.

SECTION 11.03. Limitation on Guarantor Liability.

          Each Guarantor other than DASI, and by its acceptance of Notes, each
Holder, hereby confirms that it is the intention of all such parties that the
Guaranty of such Guarantor other than DASI not constitute a fraudulent transfer
or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to any Guaranty. To effectuate the foregoing intention,
the Trustee, the Holders and the Guarantors other than DASI hereby irrevocably
agree that the obligations of such Guarantor under its Guaranty and this Article
11 shall be limited to the maximum amount as will, after giving effect to such
maximum amount and all other contingent and fixed liabilities of such Guarantor
that are relevant under such laws, and after giving effect to any collections
from, rights to receive contribution from or payments made by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under
this Article 11, result in the obligations of such Guarantor under its Guaranty
not constituting a fraudulent transfer or conveyance.

SECTION 11.04. Execution and Delivery of Guaranty.

                  To evidence its Guaranty set forth in Section 11.01, each
Guarantor hereby agrees that a



                                       83
<PAGE>   89

notation of such Guaranty substantially in the form included in Exhibit E shall
be endorsed by an Officer of such Guarantor on each Note authenticated and
delivered by the Trustee and that this Indenture shall be executed on behalf of
such Guarantor by its President or one of its Vice Presidents.

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

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

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

          In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.17 hereof,
the Company shall cause such Subsidiaries to execute supplemental indentures to
this Indenture in the form of Exhibit F hereto and Guaranties in accordance with
Section 4.17 hereof and this Article 11, to the extent applicable.

SECTION 11.05. Guarantors May Consolidate, etc., on Certain Terms.

          Except as otherwise provided in Section 11.06, a Guarantor may not
sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than the Company or another Guarantor
unless:

     (a) immediately after giving effect to that transaction, no Default or
Event of Default exists; and

     (b) either:

          (i) the Person acquiring the property in any such sale or disposition
     or the Person formed by or surviving any such consolidation or merger
     assumes all the obligations of that Guarantor under this Indenture, its
     Guaranty and the Registration Rights Agreement, pursuant to a supplemental
     indenture and appropriate collateral documents in form and substance
     reasonably satisfactory to the Trustee; or

          (ii) the Net Proceeds of such sale or other disposition are applied in
     accordance with the applicable provisions of this Indenture.

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



                                       84
<PAGE>   90

respects have the same legal rank and benefit under this Indenture as the
Guaranties theretofore and thereafter issued in accordance with the terms of
this Indenture as though all of such Guaranties had been issued at the date of
the execution hereof.

          Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

SECTION 11.06. Releases Following Sale of Assets.

          The Guaranty of a Guarantor will be released:

     (a) in connection with any sale or other disposition of all or
substantially all of the assets of that Guarantor (including by way of merger or
consolidation) to a Person that is not (either before or after giving effect to
such transaction) a Restricted Subsidiary of the Company, if the Guarantor
applies the Net Proceeds of that sale or other disposition in accordance with
the applicable provisions of this Indenture, including without limitation
Section 4.10 hereof; or

     (b) in connection with any sale of all of the capital stock of a Guarantor
to a Person that is not (either before or after giving effect to such
transaction) a Restricted Subsidiary of the Company, if the Company applies the
Net Proceeds of that sale in accordance with the applicable provisions of this
Indenture, including without limitation Section 4.10 hereof; or

     (c) if the Company properly designates any Restricted Subsidiary that is a
Guarantor as an Unrestricted Subsidiary.

          Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the applicable provisions
of this Indenture, including without limitation Section 4.10 hereof, the Trustee
shall execute any documents reasonably required in order to evidence the release
of any Guarantor from its obligations under its Guaranty.

          Any Guarantor not released from its obligations under its Guaranty
shall remain liable for the full amount of principal of and interest on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 11.

                                  ARTICLE 12.
                                  MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls.

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

                                       85
<PAGE>   91

SECTION 12.02.    Notices.

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

                  If to the Company and/or any Guarantor:
                  Dura Operating Corp.
                  4508 IDS Center
                  Minneapolis, MN  55402
                  Telecopier No.:  (612) 332-2012
                  Attention:  Chief Financial Officer

                  With a copy to:

                  Kirkland & Ellis
                  200 East Randolph Drive
                  Chicago, IL  60601
                  Telecopier No.:  (312) 861-2200
                  Attention:  Dennis M. Myers

                  If to the Trustee:

                  U.S. Bank Trust National Association
                  180 E. 5th Street
                  St. Paul, MN  55101
                  Telecopier No.:  (651) 244-0711
                  Attention:  Corporate Trust Administration

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

          All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

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

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

                                       86
<PAGE>   92

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

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

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

SECTION 12.04. Certificate and Opinion as to Conditions Precedent.

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

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

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

SECTION 12.05. Statements Required in Certificate or Opinion.

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

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

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

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

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

SECTION 12.06. Rules by Trustee and Agents.

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

                                       87
<PAGE>   93

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

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

SECTION 12.08. Governing Law.

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

SECTION 12.09. No Adverse Interpretation of Other Agreements.

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

SECTION 12.10. Successors.

          All agreements of the Company in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors. All agreements of each Guarantor in this Indenture shall bind
its successors, except as otherwise provided in Section 11.

SECTION 12.11. Severability.

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

SECTION 12.12. Counterpart Originals.

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

SECTION 12.13. Table of Contents, Headings, etc.

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


                       [Indenture signature pages follow]


                                       88
<PAGE>   94


                           [Indenture signature pages]

Dated as of June __, 2001

                                           DURA OPERATING CORP.


                                           By: /s/ David R. Bovee
                                              ----------------------------------
                                              Name:  David R. Bovee
                                              Title: Vice President, Chief
                                                     Financial Officer and
                                                     Assistant Secretary


                                           DURA AUTOMOTIVE SYSTEMS, INC.


                                           By: /s/ David R. Bovee
                                              ----------------------------------
                                              Name:  David R. Bovee
                                              Title: Vice President, Chief
                                                     Financial Officer and
                                                     Assistant Secretary

                                           UNIVERSAL TOOL & STAMPING
                                             COMPANY INC.
                                           DURA AUTOMOTIVE SYSTEMS CABLE
                                             OPERATIONS, INC.
                                           ADWEST ELECTRONICS, INC.
                                           DURA AUTOMOTIVE SYSTEMS OF
                                             INDIANA, INC.
                                           ATWOOD AUTOMOTIVE INC.
                                           MARK I MOLDED PLASTICS OF
                                             TENNESSEE, INC.
                                           ATWOOD MOBILE PRODUCTS, INC.


                                           By: /s/ David R. Bovee
                                              ----------------------------------
                                              Name:  David R. Bovee
                                              Title: President, Chief Financial
                                                     Officer and Treasurer


                                           U.S. BANK TRUST NATIONAL ASSOCIATION


                                           By: /s/ Richard H. Prokosch
                                              ----------------------------------
                                              Name:  Richard H. Prokosch
                                              Title: Vice President

<PAGE>   95
                                   EXHIBIT A
                                 (Face of Note)

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


                                                             CUSIP _____________

                                                              ISIN _____________

           [Series C][Series D] 9% Senior Subordinated Notes due 2009

No. ___                                                            $____________

                              DURA OPERATING CORP.

promises to pay to CEDE & CO., or registered assigns, the principal sum
indicated on the schedule of Increases or Decreases in Global Note attached
hereto on May 1, 2009.

Interest Payment Dates:  May 1 and November 1, commencing November 1, 2001.

Record Dates:  April 15 and October 15.


                                        Dated:  June 22, 2001

                                        DURA OPERATING CORP.


                                        By:      _______________________________
                                                 Name:
                                                 Title:


                                        By:      _______________________________
                                                 Name:
                                                 Title:

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


U.S. BANK TRUST NATIONAL ASSOCIATION


By:      _______________________________
         Authorized Signatory
         Dated:  June 22, 2001


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


                                      A-1
<PAGE>   96
                                 (Back of Note)

           [Series C][Series D] 9% Senior Subordinated Notes due 2009

                  THE NOTE (OR ITS PREDECESSORS) EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE NOTE EVIDENCED HEREBY MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY
IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER
OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED
HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH NOTE MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) (A) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT), PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (B) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES ACT, (C)
OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (D) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT PROVIDED THAT IN THE CASE OF A TRANSFER PURSUANT TO CLAUSE (D)
SUCH TRANSFER IS EFFECTED BY THE DELIVERY TO THE TRANSFEREE OF DEFINITIVE
SECURITIES REGISTERED IN ITS NAME (OR ITS NOMINEES NAME) IN THE BOOKS MAINTAINED
BY THE REGISTRAR, AND IS SUBJECT TO THE RECEIPT BY THE REGISTRAR (AND THE
COMPANY, IF THEY SO REQUEST) OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION
OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
ACT, (II) TO THE COMPANY OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY OF THE
RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

                  THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(A) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE, AND (IV) THIS GLOBAL
NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT
OF THE COMPANY.



                                      A-2
<PAGE>   97
         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1. INTEREST. Dura Operating Corp., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 9%
per annum from May 1, 2001 until maturity and shall pay the Liquidated Damages
payable pursuant to Section 5 of the Registration Rights Agreement referred to
below. The Company shall pay interest and Liquidated Damages semi-annually on
May 1 and November 1 of each year, or if any such day is not a Business Day, on
the next succeeding Business Day (each an "Interest Payment Date"). Interest on
the Notes will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of issuance; provided that if
there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be November 1, 2001. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Liquidated Damages (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

         2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the April 15 or October
15 next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and Liquidated Damages, if
any, and interest at the office of the paying agent in New York City, or, at the
option of the Company, payment of interest and Liquidated Damages may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of and interest, premium and
Liquidated Damages on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Company or the Paying
Agent. Such payment shall be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.

         3. PAYING AGENT AND  REGISTRAR.  Initially,  U.S.  Bank Trust  National
Association,  the Trustee  under the Indenture,  will act as  principal  Paying
Agent and  Registrar.  The  Company  may  change  any  Paying  Agent or
Registrar  without notice to any Holder.  If and as long as the Notes are listed
on the Luxembourg  Stock Exchange, the Company  will  maintain a paying agent in
Luxembourg.  The Company or any of its  Subsidiaries  may act in any such
capacity.

         4. INDENTURE. The Company issued the Notes under an Indenture, dated as
of June 22, 2001 (the "Indenture"), among the Company, the Guarantors and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Company initially limited



                                      A-3
<PAGE>   98
to $600.0 million in aggregate principal amount. The Indenture pursuant to which
this Note is issued provides that up to $141.5 million Additional Notes may be
issued thereunder.

         5. OPTIONAL REDEMPTION.

         (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Notes will not be redeemable at the Company's option prior to May 1, 2004.
Thereafter, the Notes will be subject to redemption any time at the option of
the Company, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on May 1 of the years indicated below:

            YEAR                                     PERCENTAGE
            ----                                     ----------
            2004....................................   104.5 %
            2005....................................   103.0 %
            2006....................................   101.5 %
            2007 and thereafter.....................   100.0 %

         (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, before May 1, 2002, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under the
Indenture (calculated after giving effect to any issuance of Additional Notes)
at a redemption price of 109% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the redemption date,
with the net cash proceeds of any Equity Offerings; provided that at least 65%
of the aggregate principal amount of Notes issued under the Indenture remains
outstanding immediately after the occurrence of such redemption (excluding Notes
held by Dura Automotive Systems, Inc., the Company and their respective
Subsidiaries); and provided further that such redemption shall occur within 90
days of the date of the closing of any such Equity Offering.

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

         7. REPURCHASE AT OPTION OF HOLDER.

         (a) If there is a Change of Control, the Company shall be required to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the date of purchase
(the "Change of Control Payment"). Within 30 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

         (b) When the aggregate amount of Excess Proceeds exceeds $20.0 million,
the Company will make an Asset Sale Offer to all Holders of Notes and all
holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in the Indenture with


                                      A-4
<PAGE>   99
respect to offers to purchase or redeem with the proceeds of sales of assets to
purchase the maximum principal amount of Notes and such other pari passu
Indebtedness that may be purchased out of the Excess Proceeds. The offer price
in any Asset Sale Offer will be equal to 100% of the principal amount plus
accrued and unpaid interest and Liquidated Damages, if any, to the date of
purchase, and will be payable in cash. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company may use such Excess Proceeds
for any purpose not otherwise prohibited by the Indenture. If the aggregate
principal amount of Notes and such other pari passu Indebtedness tendered into
such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall
select the Notes and such other pari passu Indebtedness to be purchased on a pro
rata basis based on the principal amount of the Notes and such other pari passu
Indebtedness tendered. Holders of Notes that are the subject of an offer to
purchase will receive an Asset Sale Offer from the Company prior to any related
purchase date and may elect to have such Notes purchased by completing the form
entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

         8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

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

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

         11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Guaranties or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Notes and Additional Notes, if any, voting as a single class,
and any existing default or compliance with any provision of the Indenture, the
Guaranties or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes and Additional Notes,
if any, voting as a single class. Without the consent of any Holder of a Note,
the Indenture, the Guaranties or the Notes may be amended or supplemented to
cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes
in addition to or in place of certificated Notes, to provide for the assumption
of the Company's or Guarantor's obligations to Holders of the Notes in case of a
merger or consolidation or sale of all or substantially all of the Company's
assets, to make any change that would provide any additional rights or benefits
to the Holders of the Notes or that does not adversely affect the legal rights
under the Indenture of any such Holder, to comply with the requirements of the
Commission in order to effect or maintain the qualification of the Indenture
under the Trust Indenture Act, to provide for the issuance of Additional



                                      A-5
<PAGE>   100
Notes in accordance with the limitations set forth in the Indenture, or to allow
any Guarantor to execute a supplemental indenture to the Indenture and/or
Guaranties with respect to the Notes.

         12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest, on, or Liquidated Damages with
respect to, the Notes whether or not prohibited by Article 10 of the Indenture;
(ii) the default in payment when due of the principal of, or premium, if any, on
the Notes, whether or not prohibited by Article 10 of the Indenture; (iii)
failure by the Company or any of its Restricted Subsidiaries to comply with the
provisions of Section 5.01 of the Indenture; (iv) failure by the Company or any
of its Restricted Subsidiaries for 60 days after specified notice from the
Trustee or the Holders of at least 25% of the outstanding principal amount of
the Notes to comply with any of the other agreements in the Indenture or the
Notes; (v) default under any mortgage, indenture or instrument under which there
is issued and outstanding any Indebtedness for money borrowed by the Company or
any of its Restricted Subsidiaries (or the payment of which is guaranteed by the
Company or any of its Restricted Subsidiaries) whether such Indebtedness or
guarantee now exists, or is created after the date of the Indenture, if that
default: (A) is caused by a failure to pay principal of, or interest or premium,
if any, on such Indebtedness prior to the expiration of the grace period
provided in such Indebtedness on the date of such default (a "Payment Default");
or (B) results in the acceleration of such Indebtedness prior to its express
maturity, and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness the maturity
of which has been so accelerated, aggregates $20.0 million or more; (vi) failure
by the Company or any of its Restricted Subsidiaries to pay final judgments
aggregating in excess of $20.0 million, which judgments are not paid, vacated,
discharged or stayed or non-appealable for a period of 60 days, and in the event
such judgment is covered by insurance, an enforcement proceeding has been
commenced by any creditor upon such judgment or decree which is not promptly
stayed; (vii) except as permitted by the Indenture, any Guaranty shall be held
in any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor, or any Person acting on
behalf of any Guarantor, shall deny or disaffirm its obligations under its
Subsidiary Guaranty or DASI, or any Person acting on behalf of DASI, shall deny
or disaffirm its obligations under the Parent Guaranty; and (viii) certain
events of bankruptcy or insolvency with respect to DASI, the Company or any of
its Significant Subsidiaries. If any Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. 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 of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest or Liquidated Damages) if it determines that withholding
notice is in their interest. The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest or Liquidated Damages on, or the principal
of, the Notes. The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required
upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default.



                                      A-6
<PAGE>   101
         13. SUBORDINATION. Each Holder by accepting a Note agrees that the
Indebtedness evidenced by the Note is subordinated in right of payment, to the
extent and in the manner provided in Article 10 of the Indenture, to the prior
payment in full of all Senior Debt of the Company, including Senior Debt
incurred after the date of the Indenture, and that the subordination is for the
benefit of the holders of Senior Debt.

         14. GUARANTIES. The payment of principal of, premium, and interest and
Liquidated Damages, if any, on the Notes are unconditionally guaranteed, jointly
and severally, on a senior subordinated basis by the Guarantors.

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

         16. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company or any Guarantor, as such, shall not
have any liability for any obligations of the Company or the Guarantors under
the Notes, the Indenture, the Subsidiary Guaranties, the Parent Guaranty or for
any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

         17. AUTHENTICATION.  This Note shall not be valid until  authenticated
by the manual signature of the Trustee or an authenticating agent.

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

         19. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement, dated as of June 22, 2001, between the Company and the parties named
on the signature pages thereof or, in the case of Additional Notes, Holders of
Restricted Global Notes and Restricted Definitive Notes shall have the rights
set forth in one or more registration rights agreements, if any, between the
Company and the other parties thereto, relating to rights given by the Company
to the purchasers of any Additional Notes (collectively, the "Registration
Rights Agreement").

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



                                      A-7
<PAGE>   102
         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                  Dura Operating Corp.
                  4508 IDS Center
                  Minneapolis, MN  55402
                  Telecopier No.:  (612) 332-2012
                  Attention:  Scott D. Rued






                                      A-8
<PAGE>   103
                                 ASSIGNMENT FORM

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



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

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

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

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

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

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


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

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

                                 Tax Identification No:
                                                       -------------------------


                                 SIGNATURE GUARANTEE:

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

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



                                      A-9
<PAGE>   104
                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

         / / Section 4.10              / / Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $________

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

                                Tax Identification No:
                                                      --------------------------

                                SIGNATURE GUARANTEE:

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

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



                                      A-10
<PAGE>   105
               SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

         The initial principal amount of this note is $_________. The following
increases of decreases in this Global Note have been made:

<TABLE>
<CAPTION>

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




                                      A-11





<PAGE>   106
                                   EXHIBIT B


                        FORM OF CERTIFICATE OF TRANSFER

Dura Operating Corp.
4508 IDS Center
Minneapolis, MN  55402
Telecopier No.:  (612) 332-2012
Attention:  Scott D. Rued


U.S. Bank Trust National Association
180 E. 5th Street
St. Paul, Minnesota   55101
Attention:  Corporate Trust Administration

                  Re:      Series C 9% Senior Subordinated Notes due 2009
                           ----------------------------------------------

                  Reference is hereby made to the Indenture, dated as of June
22, 2001 (the "Indenture"), among Dura Operating Corp., as issuer (the
"Company"), the guarantors party thereto and U.S. Bank Trust National
Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

                  ______________, (the "Transferor") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $___________ in such Note[s] or interests (the
"Transfer"), to __________ (the "Transferee"), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

2. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby




                                      B-1
<PAGE>   107
further certifies that (i) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.

3. / / CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY PROVISION
OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is
being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act and any applicable
blue sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

         (a) / / such Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act;

or

         (b) / / such Transfer is being effected to the Company or a subsidiary
thereof;

or

         (c) / / such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act;

or

         (d) / / such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to beneficial interests in a
Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit D to the Indenture and (2) if
such Transfer is in respect of a principal amount of Notes at the time of
transfer of less than $250,000, an Opinion of Counsel provided by the Transferor
or the Transferee (a copy of which the Transferor has attached to this
certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon




                                      B-2
<PAGE>   108
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the IAI Global Note and/or the Definitive Notes and in the
Indenture and the Securities Act.

4. / /  Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note.

         (a) / / CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

         (b) / / CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

         (c) / / CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                           -------------------------------------
                                           [Insert Name of Transferor]

                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:
Dated:            ,
        ----------  -------




                                      B-3
<PAGE>   109
                       ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:

                                             [CHECK ONE OF (a) OR (b)]

         (a)      / /  a beneficial interest in the:

                  (i)      / /  144A Global Note (CUSIP          ), or
                                                        --------

                  (ii)     / /  Regulation S Global Note (CUSIP          ), or
                                                                 --------

          (b)     / /  a Restricted Definitive Note.

2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

         (a)      / /  a beneficial interest in the:

                  (i)      / /  144A Global Note (CUSIP         ), or
                                                        -------
                  (ii)     / /  Regulation S Global Note (CUSIP         ), or
                                                                 -------
                  (iii)    / /  Unrestricted Global Note (CUSIP         ); or
                                                                 -------
         (b)      / /  a Restricted Definitive Note; or

         (c)      / /  an Unrestricted Definitive Note,

              in accordance with the terms of the Indenture.




                                      B-4
<PAGE>   110
                                   EXHIBIT C

                        FORM OF CERTIFICATE OF EXCHANGE

Dura Operating Corp.
4508 IDS Center
Minneapolis, Minnesota  55402
Telecopier No.:  (612) 332-2012
Attention:  Scott D. Rued


U.S. Bank Trust National Association
180 E. 5th Street
St. Paul, Minnesota   55101
Attention:  Corporate Trust Department

                  Re:      Series C 9% Senior Subordinated Notes due 2009
                           ----------------------------------------------

                             (CUSIP ______________)

                  Reference is hereby made to the Indenture, dated as of June
22, 2001 (the "Indenture"), among Dura Operating Corp., as issuer (the
"Company"), the guarantors party thereto and U.S. Bank Trust National
Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

                  ____________ (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

         (a) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

         (b) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes


                                      C-1
<PAGE>   111
and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         (c) / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (d) / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED
GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES

         (a) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

         (b) / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] / / 144A Global Note, / / Regulation S Global Note, / / IAI Global
Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the



                                      C-2
<PAGE>   112
restrictions on transfer enumerated in the Private Placement Legend printed on
the relevant Restricted Global Note and in the Indenture and the Securities Act.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                             -----------------------------------
                                                      [Insert Name of Owner]


                                             By: _______________________________
                                                 Name:
                                                 Title:

Dated:  __________, ____




                                      C-3
<PAGE>   113
                                   EXHIBIT D

                            FORM OF CERTIFICATE FROM
                  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Dura Operating Corp.
4508 IDS Center
Minneapolis, Minnesota  55402
Telecopier No.:  (612) 332-2012
Attention:  Scott D. Rued


U.S. Bank Trust National Association
180 E. 5th Street
St. Paul, Minnesota   55101
Attention:  Corporate Trust Administration

         Re:      9% Senior Subordinated Notes due 2009
                  -------------------------------------

         Reference is hereby made to the Indenture, dated as of June 22, 2001
(the "Indenture"), among Dura Operating Corp., as issuer (the "Company"), the
guarantors party thereto and U.S. Bank Trust National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

         In connection with our proposed  purchase of $____________  aggregate
principal amount of:

         (a)  / / a beneficial interest in a Global Note, or

         (b) / / a Definitive Note,

         we confirm that:

         1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

         2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and,




                                      D-1
<PAGE>   114
if such transfer is in respect of a principal amount of Notes, at the time of
transfer of less than $250,000, an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such transfer is in compliance with
the Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing the Definitive Note or beneficial interest in a Global Note
from us in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.

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

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

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

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


                                      ------------------------------------------
                                      [Insert Name of Accredited Investor]



                                      By: _______________________________
                                          Name:
                                          Title:


Dated: __________________, ____


                                      D-2
<PAGE>   115
                                   EXHIBIT E

                         FORM OF NOTATION OF GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guarantied, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, dated as of June 22, 2001 (the "Indenture"), among
Dura Operating Corp., the Guarantors party thereto and U.S. Bank Trust National
Association, as trustee (the "Trustee"), (a) the due and punctual payment of the
principal of, premium and Liquidated Damages, if any, and interest on the Notes
(as defined in the Indenture), whether at maturity, by acceleration, redemption
or otherwise, the due and punctual payment of interest on overdue principal and
premium and, to the extent permitted by law, interest, and the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee all in accordance with the terms of the Indenture and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Guaranty and the Indenture
are expressly set forth in Article 11 of the Indenture and reference is hereby
made to the Indenture for the precise terms of the Guaranty. The obligations of
the Guarantors will be released only in accordance with the provisions of
Article 11 of the Indenture. Each Holder of a Note, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and directs the
Trustee, on behalf of such Holder, to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and (c)
appoints the Trustee attorney-in-fact of such Holder for such purpose; provided,
however, that the Indebtedness evidenced by this Guaranty shall cease to be so
subordinated and subject in right of payment upon any defeasance of this Note in
accordance with the provisions of the Indenture.



                                          [Name of Guarantors]

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





                                      E-1
<PAGE>   116
                                   EXHIBIT F


                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS


         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Dura Operating Corp. (or its permitted successor), a Delaware
corporation (the "Company"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and U.S. Bank Trust National Association, as
trustee under the indenture referred to below (the "Trustee").

                              W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of June 22, 2001, providing for
the issuance of an aggregate principal amount of up to $600 million of 9% Senior
Subordinated Notes due 2009 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

         WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1.       CAPITALIZED  TERMS.  Capitalized  terms used herein  without
definition  shall have the meanings assigned to them in the Indenture.

         2.       AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiary hereby
agrees as follows:

         (a)      Along with all Guarantors named in the Indenture, to jointly
                  and severally Guarantee to each Holder of a Note authenticated
                  and delivered by the Trustee and to the Trustee and its
                  successors and assigns, the Notes or the obligations of the
                  Company hereunder or thereunder, that:

                  (i)      the principal of and interest on the Notes will be
                           promptly paid in full when due, whether at maturity,
                           by acceleration, redemption or otherwise, and
                           interest on the overdue principal of and interest on
                           the Notes, if any, if lawful, and all other
                           obligations of the Company to the Holders or the
                           Trustee hereunder or thereunder will be promptly paid
                           in full or performed, all in accordance with the
                           terms hereof and thereof; and



                                      F-1
<PAGE>   117
                  (ii)     in case of any extension of time of payment or
                           renewal of any Notes or any of such other
                           obligations, that same will be promptly paid in full
                           when due or performed in accordance with the terms of
                           the extension or renewal, whether at stated maturity,
                           by acceleration or otherwise. Failing payment when
                           due of any amount so guaranteed or any performance so
                           guaranteed for whatever reason, the Guarantors shall
                           be jointly and severally obligated to pay the same
                           immediately.

         (b)      The obligations hereunder shall be unconditional, irrespective
                  of the validity, regularity or enforceability of the Notes or
                  the Indenture, the absence of any action to enforce the same,
                  any waiver or consent by any Holder of the Notes with respect
                  to any provisions hereof or thereof, the recovery of any
                  judgment against the Company, any action to enforce the same
                  or any other circumstance which might otherwise constitute a
                  legal or equitable discharge or defense of a guarantor.


         (c)      The following is hereby waived: diligence, presentment, demand
                  of payment, filing of claims with a court in the event of
                  insolvency or bankruptcy of the Company, any right to require
                  a proceeding first against the Company, protest, notice and
                  all demands whatsoever.


         (d)      This Subsidiary Guarantee shall not be discharged except by
                  complete performance of the obligations contained in the Notes
                  and the Indenture.


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


         (f)      The Guaranteeing Subsidiary shall not be entitled to any right
                  of subrogation in relation to the Holders in respect of any
                  obligations guaranteed hereby until payment in full of all
                  obligations guaranteed hereby.


         (g)      As between the Guarantors, on the one hand, and the Holders
                  and the Trustee, on the other hand, (x) the maturity of the
                  obligations guaranteed hereby may be accelerated as provided
                  in Article 6 of the Indenture for the purposes of this
                  Subsidiary Guarantee, notwithstanding any stay, injunction or
                  other prohibition preventing such acceleration in respect of
                  the obligations guaranteed hereby, and (y) in the event of any
                  declaration of acceleration of such obligations as provided in
                  Article 6 of the Indenture,  such obligations (whether or not
                  due and payable) shall forthwith become due and payable by the
                  Guarantors for the purpose of this Subsidiary Guarantee.



                                      F-2
<PAGE>   118
         (h)      The Guarantors shall have the right to seek contribution from
                  any non-paying Guarantor so long as the exercise of such right
                  does not impair the rights of the Holders under the Guarantee.


         (i)      Pursuant to Section 11.03 of the Indenture, after giving
                  effect to any maximum amount and any other contingent and
                  fixed liabilities that are relevant under any applicable
                  Bankruptcy or fraudulent conveyance laws, and after giving
                  effect to any collections from, rights to receive contribution
                  from or payments made by or on behalf of any other Guarantor
                  in respect of the obligations of such other Guarantor under
                  Article 11 of the Indenture shall result in the obligations of
                  such Guarantor under its Subsidiary Guarantee not constituting
                  a fraudulent transfer or conveyance.

         3.       EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees
that the Subsidiary Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Subsidiary Guarantee.

         4.       GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN
TERMS.

     (a) A Guaranteeing Subsidiary may not sell or otherwise dispose of all
         or substantially all of its assets to, or consolidate with or merge
         with or into (whether or not such Guaranteeing Subsidiary is the
         surviving Person) another Person unless:

         (i)      immediately  after  giving  effect to such  transaction,  no
                  Default or Event of Default exists; and

         (ii)     either:

                  (A)      the Person acquiring the property in any such sale or
                           disposition or the Person formed by or surviving any
                           such consolidation or merger assumes all the
                           obligations of such Guaranteeing Subsidiary under the
                           Indenture, the Guaranty and the Registration Rights
                           Agreement, pursuant to a supplemental indenture
                           satisfactory to the Trustee and appropriate
                           collateral documents satisfactory to the Trustee; or

                  (B)      the Net Proceeds of such sale or other disposition
                           are applied in accordance with the applicable
                           provisions of the Indenture.

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




                                      F-3
<PAGE>   119
                  have the same legal rank and benefit under the Indenture as
                  the Subsidiary Guarantees theretofore and thereafter issued in
                  accordance with the terms of the Indenture as though all of
                  such Subsidiary Guarantees had been issued at the date of the
                  execution hereof.

         (c)      Except as set forth in Articles 4 and 5 of the Indenture, and
                  notwithstanding clauses (a) and (b) above, nothing contained
                  in the Indenture or in any of the Notes shall prevent any
                  consolidation or merger of a Guarantor with or into the
                  Company or another Guarantor, or shall prevent any sale or
                  conveyance of the property of a Guarantor as an entirety or
                  substantially as an entirety to the Company or another
                  Guarantor.

                  5.       RELEASES.

         (a)      The Subsidiary Guarantee of a Guarantor will be released (i)
                  in connection with any sale or other disposition of all or
                  substantially all of the assets of that Guarantor (including
                  by way of merger or consolidation), to a Person that is not
                  (either before or after giving effect to such transaction) a
                  Restricted Subsidiary of the Company, if the Guarantor applies
                  the Net Proceeds of that sale or other disposition in
                  accordance with Section 4.10 of the Indenture; (ii) in
                  connection with any sale of all of the capital stock of a
                  Guarantor to a person that is not (either before or after
                  giving effect to such transaction) a Restricted  Subsidiary of
                  the Company, if the Company applies the Net Proceeds of that
                  sale in accordance with Section 4.10 of the Indenture; or
                  (iii) if the Company properly designates any Restricted
                  Subsidiary that is a Guarantor as an Unrestricted Subsidiary.
                  Upon delivery by the Company to the Trustee of an Officers'
                  Certificate  and an Opinion of Counsel to the effect that such
                  sale or other disposition was made by the Company in
                  accordance with  the  provisions  of the  Indenture, including
                  without limitation Section 4.10 of the Indenture, the Trustee
                  shall execute any documents reasonably required in order to
                  evidence the release of any Guarantor from its obligations
                  under its Subsidiary Guarantee.

         (b)      Any Guarantor not released from its obligations under its
                  Subsidiary Guarantee shall remain liable for the full amount
                  of principal of and interest on the Notes and for the other
                  obligations of any Guarantor under the Indenture as provided
                  in Article 11 of the Indenture.

                  6. NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the Commission that such a waiver is
against public policy.

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




                                      F-4
<PAGE>   120
                  8.       COUNTERPARTS.   The parties may sign any number
of copies of this Supplemental Indenture.  Each signed copy shall be an
original, but all of them together represent the same agreement.

                  9.       EFFECT OF HEADINGS.  The Section headings herein
are for convenience only and shall not affect the construction hereof.

                  10. THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.





                                      F-5
<PAGE>   121
                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.

Dated:  _______________, ____
                                         [Guaranteeing Subsidiary]


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

                                         U.S. BANK TRUST NATIONAL ASSOCIATION,
                                         as Trustee


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





                                      F-6