<PAGE>

                                                                  EXECUTION COPY



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                        DELCO REMY INTERNATIONAL, INC.


                    11% Senior Subordinated Notes Due 2009



              __________________________________________________


                                   INDENTURE



                          Dated as of April 26, 2001


              __________________________________________________



                           FIRST UNION NATIONAL BANK

                                    Trustee





================================================================================
<PAGE>

                               TABLE OF CONTENTS

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<S>                                                                                                   <C>
                                                ARTICLE 1

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


                                                ARTICLE 2

                                              The Securities

SECTION 2.01.  Form and Dating......................................................................    30
SECTION 2.02.  Execution and Authentication.........................................................    30
SECTION 2.03.  Registrar and Paying Agent...........................................................    31
SECTION 2.04.  Paying Agent To Hold Money in Trust..................................................    31
SECTION 2.05.  Securityholder Lists.................................................................    32
SECTION 2.06.  Transfer and Exchange................................................................    32
SECTION 2.07.  Replacement Securities...............................................................    32
SECTION 2.08.  Outstanding Securities...............................................................    33
SECTION 2.09.  Temporary Securities.................................................................    33
SECTION 2.10.  Cancellation.........................................................................    33
SECTION 2.11.  Defaulted Interest...................................................................    34
SECTION 2.12.  CUSIP Numbers........................................................................    34
SECTION 2.13.  Issuance of Additional Securities....................................................    34


                                                ARTICLE 3

                                                Redemption

SECTION 3.01.  Notices to Trustee...................................................................    35
SECTION 3.02.  Selection of Securities To Be Redeemed...............................................    35
SECTION 3.03.  Notice of Redemption.................................................................    36
SECTION 3.04.  Effect of Notice of Redemption.......................................................    37
SECTION 3.05.  Deposit of Redemption Price..........................................................    37
SECTION 3.06.  Securities Redeemed in Part..........................................................    37
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                                                ARTICLE 4

                                                Covenants

SECTION 4.01.  Payment of Securities................................................................    37
SECTION 4.02.  SEC Reports..........................................................................    38
SECTION 4.03.  Limitation on Indebtedness...........................................................    38
SECTION 4.04.  Limitation on Restricted Payments....................................................    42
SECTION 4.05.  Limitation on Restrictions on Distributions from Restricted Subsidiaries.............    47
SECTION 4.06.  Limitation on Sales of Assets and Subsidiary Stock...................................    49
SECTION 4.07.  Limitation on Affiliate Transactions.................................................    53
SECTION 4.08.  Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries.......    55
SECTION 4.09.  Change of Control....................................................................    55
SECTION 4.10.  Limitation on Liens..................................................................    57
SECTION 4.11.  Compliance Certificate...............................................................    58
SECTION 4.12.  Further Instruments and Acts.........................................................    58
SECTION 4.13.  Future Guarantors....................................................................    58


                                                ARTICLE 5

                                            Successor Company

SECTION 5.01.  When Company May Merge or Transfer Assets............................................    58
SECTION 5.02.  When a Subsidiary Guarantor May Merge or Transfer Assets.............................    59


                                                ARTICLE 6

                                          Defaults and Remedies

SECTION 6.01.  Events of Default....................................................................    60
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..................................................................    64
SECTION 6.07.  Rights of Holders to Receive Payment.................................................    65
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
SECTION 6.12.  Waiver of Stay or Extension Laws.....................................................    67
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                                                ARTICLE 7

                                                 Trustee

SECTION 7.01.  Duties of Trustee..................................................................      67
SECTION 7.02.  Rights of Trustee..................................................................      69
SECTION 7.03.  Individual Rights of Trustee.......................................................      69
SECTION 7.04.  Trustee's Disclaimer...............................................................      69
SECTION 7.05.  Notice of Defaults.................................................................      70
SECTION 7.06.  Reports by Trustee to Holders......................................................      70
SECTION 7.07.  Compensation and Indemnity.........................................................      70
SECTION 7.08.  Replacement of Trustee.............................................................      71
SECTION 7.09.  Successor Trustee by Merger........................................................      72
SECTION 7.10.  Eligibility; Disqualification......................................................      73
SECTION 7.11.  Preferential Collection of Claims Against Company..................................      73


                                                ARTICLE 8

                                    Discharge of Indenture; Defeasance

SECTION 8.01.  Discharge of Liability on Securities; Defeasance...................................      73
SECTION 8.02.  Conditions to Defeasance...........................................................      75
SECTION 8.03.  Application of Trust Money.........................................................      76
SECTION 8.04.  Repayment to Company...............................................................      76
SECTION 8.05.  Indemnity for Government Obligations...............................................      77
SECTION 8.06.  Reinstatement......................................................................      77


                                                ARTICLE 9

                                                Amendments

SECTION 9.01.  Without Consent of Holders.........................................................      77
SECTION 9.03.  Compliance with Trust Indenture Act................................................      80
SECTION 9.04.  Revocation and Effect of Consents and Waivers......................................      80
SECTION 9.05.  Notation on or Exchange of Securities..............................................      80

SECTION 9.06.  Trustee To Sign Amendments.........................................................      80
SECTION 9.07.  Payment for Consent................................................................      81


                                                ARTICLE 10

                                              Subordination

SECTION 10.01.  Agreement To Subordinate..........................................................      81
SECTION 10.02.  Liquidation, Dissolution, Bankruptcy..............................................      81
SECTION 10.03.  Default on Senior Indebtedness....................................................      82
SECTION 10.04.  Acceleration of Payment of Securities.............................................      83
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SECTION 10.05.  When Distribution Must Be Paid Over....................................................      83
SECTION 10.06.  Subrogation............................................................................      83
SECTION 10.07.  Relative Rights........................................................................      84
SECTION 10.08.  Subordination May Not Be Impaired by Company...........................................      84
SECTION 10.09.  Rights of Trustee and Paying Agent.....................................................      84
SECTION 10.10.  Distribution or Notice to Representative...............................................      85
SECTION 10.11.  Article 10 Not To Prevent Events of Default or Limit Right To Accelerate...............      85
SECTION 10.12.  Trust Moneys Not Subordinated..........................................................      85
SECTION 10.13.  Trustee Entitled To Rely...............................................................      85
SECTION 10.14.  Trustee To Effectuate Subordination....................................................      86
SECTION 10.15.  Trustee Not Fiduciary for Holders of Senior Indebtedness...............................      86
SECTION 10.16.  Reliance by Holders of Senior Indebtedness on Subordination Provisions.................      86


                                                  ARTICLE 11

                                             Subsidiary Guaranties

SECTION 11.01.  Guaranties.............................................................................      87
SECTION 11.02.  Limitation on Liability................................................................      89
SECTION 11.03.  Successors and Assigns.................................................................      90
SECTION 11.04.  No Waiver..............................................................................      90
SECTION 11.05.  Modification...........................................................................      90
SECTION 11.06.  Release of Subsidiary Guarantor........................................................      90
SECTION 11.07.  Execution of Supplemental Indenture for Future Subsidiary Guarantors...................      91


                                                  ARTICLE 12

                                    Subordination of Subsidiary Guaranties

SECTION 12.01.  Agreement To Subordinate...............................................................      91
SECTION 12.02.  Liquidation, Dissolution, Bankruptcy...................................................      92
SECTION 12.03.  Default on Senior Indebtedness of Subsidiary Guarantor.................................      92
SECTION 12.04.  Demand for Payment.....................................................................      93
SECTION 12.05.  When Distribution Must Be Paid Over....................................................      93
SECTION 12.06.  Subrogation............................................................................      93
SECTION 12.07.  Relative Rights........................................................................      93
SECTION 12.08.  Subordination May Not Be Impaired by Company...........................................      94
SECTION 12.09.  Rights of Trustee and Paying Agent.....................................................      94
SECTION 12.10.  Distribution or Notice to Representative...............................................      95
SECTION 12.11.  Article 12 Not To Prevent Defaults Under a Subsidiary Guaranty or Limit Right To
                  Demand Payment.......................................................................      95
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<S>                                                                                                              <C>
SECTION 12.12.  Trustee Entitled To Rely...................................................................      95
SECTION 12.13.  Trustee To Effectuate Subordination........................................................      96
SECTION 12.14.  Trustee Not Fiduciary for Holders of Senior Indebtedness of Subsidiary Guarantor...........      96
SECTION 12.15.  Reliance by Holders of Senior Indebtedness on Subordination Provisions.....................      96


                                                    ARTICLE 13

                                                   Miscellaneous

SECTION 13.01.  Trust Indenture Act Controls...............................................................      96
SECTION 13.02.  Notices....................................................................................      97
SECTION 13.03.  Communication by Holders with Other Holders................................................      97
SECTION 13.04.  Certificate and Opinion as to Conditions Precedent.........................................      98
SECTION 13.05.  Statements Required in Certificate or Opinion..............................................      98
SECTION 13.06.  When Securities Disregarded................................................................      99
SECTION 13.07.  Rules by Trustee, Paying Agent and Registrar...............................................      99
SECTION 13.08.  Legal Holidays.............................................................................      99

SECTION 13.09.  Governing Law..............................................................................      99
SECTION 13.10.  No Recourse Against Others.................................................................      99
SECTION 13.11.  Successors.................................................................................      99
SECTION 13.12.  Multiple Originals.........................................................................     100
SECTION 13.13.  Table of Contents; Headings................................................................     100
</TABLE>
<PAGE>

                                                                  Contents, p. 8
                                                                            Page
                                                                            ----
Appendix A            Provisions Relating to Initial Securities, Exchange
                      Securities and Private Exchange Securities

Exhibit 1 to          Form of Initial Security
Appendix A

Exhibit A             Form of Exchange Security or Private Exchange Security

Exhibit B             Form of Supplemental Indenture
<PAGE>

                             CROSS-REFERENCE TABLE


           TIA                                                   Indenture
         Section                                                  Section
         -------                                                  -------

        310(a) (1)              ...........................         7.10
           (a) (2)              ...........................         7.10
           (a) (3)              ...........................         N.A.
           (a) (4)              ...........................         N.A.
           (b)                  ...........................    .08; 7.10
           (c)                  ...........................         N.A.
        311(a)                  ...........................         7.11
           (b)                  ...........................         7.11
           (c)                  ...........................          N.A.
        312(a)                  ...........................         2.05
           (b)                  ...........................         3.03
           (c)                  ...........................         3.03
        313(a)                  ...........................         7.06
        (b)(1)                  ...........................         N.A.
        (b)(2)                  ...........................         7.06
           (c)                  ...........................         3.02
           (d)                  ...........................         7.06
        314(a)                  ...........................    .02; 4.11;
                                                                    3.02
           (b)                  ...........................         N.A.
           (c) (1)              ...........................         3.04
           (c) (2)              ...........................         3.04
           (c) (3)              ...........................         N.A.
           (d)                  ...........................         N.A.
           (e)                  ...........................         3.05
           (f)                  ...........................         4.11
        315(a)                  ...........................         7.01
           (b)                  ...........................   .05; 13.02
           (c)                  ...........................         7.01
           (d)                  ...........................         7.01
           (e)                  ...........................         6.11
        316(a) (last sentence)  ...........................        13.06
<PAGE>

          TIA                                                 Indenture
        Section                                                Section
        -------                                                -------

           (a)(1)(A)   ...................................       6.05
           (a)(1)(B)   ...................................       6.04
           (a)(2)      ..................................        N.A.
           (b)         ..................................        6.07
        317(a)(1)      ..................................        6.08
           (a)(2)      ..................................        6.09
           (b)         ..................................        2.04
        318(a)         ..................................        3.01


                          N.A. Means Not Applicable.


Note: This Cross-Reference Table shall not, for any purposes, be deemed to be
part of this Indenture.
<PAGE>

                                                                  EXECUTION COPY

                    INDENTURE dated as of April 26, 2001, among DELCO REMY
               INTERNATIONAL, INC., a Delaware corporation (the "Company"),
                                                                 -------
               certain of the Company's subsidiaries signatory hereto (each, a
               "Subsidiary Guarantor" and, collectively, the "Subsidiary
               ---------------------                          ----------
               Guarantors") and FIRST UNION NATIONAL BANK, a national banking
               ----------
               association (the "Trustee").
                                 -------


          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Company's Initial
Securities, Exchange Securities and Private Exchange Securities (collectively,
the "Securities"):
     ----------


                                   ARTICLE 1

                  Definitions and Incorporation by Reference
                  ------------------------------------------


          SECTION 1.01.  Definitions.
                         ------------

          "Additional Assets" means (i) any property or assets (other than
           -----------------
Indebtedness and Capital Stock) in a Related Business; (ii) the Capital Stock of
a Person that becomes a Restricted Subsidiary as a result of the acquisition of
such Capital Stock by the Company or another Restricted Subsidiary; or (iii)
Capital Stock constituting a minority interest in any Person that at such time
is a Restricted Subsidiary; provided, however, that any such Restricted
                            --------  -------
Subsidiary described in clauses (ii) or (iii) above is primarily engaged in a
Related Business.

          "Additional Securities" means, subject to the Company's compliance
           ---------------------
with Section 4.03, 11% Senior Subordinated Notes Due 2009 issued from time to
time after the Issue Date under the terms of this Indenture (other than pursuant
to Section 2.06, 2.07, 2.09, 3.06 or 9.05 of this Indenture and other than
Exchange Securities or Private Exchange Securities issued pursuant to an
exchange offer for other Securities outstanding under this Indenture).

          "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 the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the
<PAGE>

                                                                               2

ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.  For
purposes of Sections 4.04, 4.06 and 4.07 only, "Affiliate" shall also mean any
beneficial owner of Capital Stock representing 10% or more of the total voting
power of the Voting Stock (on a fully diluted basis) of the Company or of rights
or warrants to purchase such Capital Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.

          "Asset Disposition" means any sale, lease, transfer or other
           -----------------
disposition (or series of related sales, leases, transfers or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by means of
a merger, consolidation or similar transaction (each referred to for the
purposes of this definition as a "disposition"), of (i) any shares of Capital
Stock of a Restricted Subsidiary (other than directors' qualifying shares and,
to the extent required by local ownership laws in foreign countries, shares
owned by foreign shareholders), (ii) all or substantially all the assets of any
division, business segment or comparable line of business of the Company or any
Restricted Subsidiary or (iii) any other assets of the Company or any Restricted
Subsidiary outside of the ordinary course of business of the Company or such
Restricted Subsidiary (other than, in the case of (i), (ii) and (iii) above, (y)
a disposition by a Restricted Subsidiary to the Company or by the Company or a
Restricted Subsidiary to a Wholly Owned Subsidiary and (z) for purposes of
Section 4.06 only, (A) a disposition that constitutes a Permitted Investment or
Restricted Payment permitted by Section 4.04) and (B) a disposition of accounts
receivable (and related assets) in connection with a Permitted Receivables
Financing).

          "Asset Purchase Agreement" means the Asset Purchase Agreement dated
           ------------------------
July 13, 1994, by and among the Company, DRA and General Motors Corporation.

          "Attributable Debt" in respect of a Sale/Leaseback Transaction means,
           -----------------
as at the time of determination, the present value (discounted at the interest
rate borne by the Securities, compounded annually) of the total obligations of
the lessee for rental payments during the remaining term of the lease included
in such Sale/Leaseback Transaction (including any period for which such lease
has been extended).

          "Average Life" means, as of the date of determination, with respect to
           ------------
any Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the
sum of the products of the numbers of years from the date of determination to
the dates of each successive scheduled principal payment of such Indebtedness or
redemption or similar payment with respect to such Preferred Stock multi-
<PAGE>

                                                                               3

plied by the amount of such payment by (ii) the sum of all such payments.

          "Bank Indebtedness" means any and all amounts payable under or in
           -----------------
respect of the Senior Credit Facility including principal, premium (if any),
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceedings), fees, charges,
expenses, reimbursement obligations, Guarantees and all other amounts payable
thereunder or in respect thereof.

          "Board of Directors" means the Board of Directors of the Company or
           ------------------
any committee thereof duly authorized to act on behalf of such Board.

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

          "Capital Lease Obligations" means an obligation that is required to be
           -------------------------
classified and accounted for as a capital lease for financial reporting purposes
in accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.

          "Capital Stock" of any Person means any and all shares, interests,
           -------------
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

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

          (1) prior to the first public offering of common stock of the Company
after the Issue Date, the Permitted Holders cease to be the "beneficial owner"
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of a majority in the aggregate of the total voting power of the
Voting Stock of the Company, whether as a result of issuance of securities of
the Company, any merger, consolidation, liquidation or dissolution of the
Company, any direct or indirect transfer of securities by the Permitted Holders
or otherwise (for purposes of this clause (1) and clause (2) below, the
Permitted Holders shall be deemed to beneficially own any Voting Stock of any
Person (the "specified entity") held by any other Person (the "parent entity")
so long as the Permitted Holders beneficially own (as so defined), directly or
indirectly, in the aggregate a majority of the voting power of the Voting Stock
of the parent entity);
<PAGE>

                                                                               4

          (2) any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act), other than one or more Permitted Holders, is or becomes the
beneficial owner (as defined in clause (1) above, except that for purposes of
this clause (2) such person shall be deemed to have "beneficial ownership" of
all shares that any such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 35% of the total voting power of the Voting Stock of
the Company; provided, however, that the Permitted Holders beneficially own (as
             --------  -------
defined in clause (1) above), directly or indirectly, in the aggregate a lesser
percentage of the total voting power of the Voting Stock of the Company than
such other person and do not have the right or ability by voting power, contract
or otherwise to elect or designate for election a majority of the Board of
Directors (for the purposes of this clause (2), such other person shall be
deemed to beneficially own any Voting Stock of a specified entity held by a
parent entity, if such other person is the beneficial owner (as defined in this
clause (2)), directly or indirectly, of more than 35% of the voting power of the
Voting Stock of such parent entity and the Permitted Holders beneficially own
(as defined in clause (1) above), directly or indirectly, in the aggregate a
lesser percentage of the voting power of the Voting Stock of such parent entity
and do not have the right or ability by voting power, contract or otherwise to
elect or designate for election a majority of the board of directors of such
parent entity);

          (3) individuals who on the Issue Date constituted the Board of
Directors (together with any new directors whose election by such Board of
Directors or whose nomination for election by the stockholders of the Company
was approved by a vote of a majority of the directors of the Company then still
in office who were either directors on the Issue Date or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the Board of Directors then in office;

          (4) the merger or consolidation of the Company with or into another
Person or the merger of another Person with or into the Company, or the sale of
all or substantially all the assets of the Company (determined on a consolidated
basis) to another Person (other than any merger or consolidation with or into,
or any sale to, a Person that is controlled by the Permitted Holders), other
than a transaction following which (A) in the case of a merger or consolidation
transaction, holders of securities that represented 100% of the Voting Stock of
the Company immediately prior to such transaction (or other securities into
which such securities are converted as part of such merger or consolidation
transaction) own directly or indirectly at least a majority of the voting power
of the Voting Stock of the surviving Person in such merger or
<PAGE>

                                                                               5

consolidation transaction immediately after such transaction and (B) in the case
of a sale of assets transaction, the transferee Person becomes the obligor in
respect of the Securities and a Subsidiary of the transferor of such assets; or

          (5) the adoption of a plan relating to the liquidation or dissolution
of the Company.

          "Code" means the Internal Revenue Code of 1986, as amended.
           ----

          "Company" means the party named as such in this Indenture until a
           -------
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the indenture securities.

          "Consolidated Coverage Ratio" as of any date of determination means
           ---------------------------
the ratio of (i) the aggregate amount of EBITDA for the period of the most
recent four consecutive fiscal quarters ending at least 45 days (or, if less,
the number of days after the end of such fiscal quarter as the consolidated
financial statements of the Company shall be provided to the Securityholders
pursuant to the Indenture)  prior to the date of such determination to (ii)
Consolidated Interest Expense for such four fiscal quarters; provided, however,
                                                             --------  -------
that:

          (1) if the Company or any Restricted Subsidiary has Incurred any
Indebtedness since the beginning of such period that remains outstanding on such
date of determination or if the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both,
EBITDA and Consolidated Interest Expense for such period shall be calculated
after giving effect on a pro forma basis to such Indebtedness as if such
Indebtedness had been Incurred on the first day of such period and the discharge
of any other Indebtedness repaid, repurchased, defeased or otherwise discharged
with the proceeds of such new Indebtedness as if such discharge had occurred on
the first day of such period (except that, in the case of Indebtedness used to
finance working capital needs incurred under a revolving credit or similar
arrangement, the amount thereof shall be deemed to be the average daily balance
of such Indebtedness during such four-fiscal-quarter period);

          (2) if since the beginning of such period the Company or any
Restricted Subsidiary shall have made any Asset Disposition, the EBITDA for such
period shall be reduced by an amount equal to the EBITDA (if positive) directly
attributable to the assets which are the subject of such Asset Disposition for
such period, or increased by an amount equal to the EBITDA (if negative),
directly attributable thereto for such period and Consolidated Interest Expense
for such period shall be reduced by an amount equal to the Consolidated Interest
Expense directly
<PAGE>

                                                                               6

attributable to any Indebtedness of the Company or any Restricted Subsidiary
repaid, repurchased, defeased, assumed by a third person (to the extent the
Company and its Restricted Subsidiaries are no longer liable for such
Indebtedness) or otherwise discharged with respect to the Company and its
continuing Restricted Subsidiaries in connection with such Asset Disposition for
such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the
Consolidated Interest Expense for such period directly attributable to the
Indebtedness of such Restricted Subsidiary to the extent the Company and its
continuing Restricted Subsidiaries are no longer liable for such Indebtedness
after such sale);

          (3) if the Company or any Restricted Subsidiary has repaid,
repurchased, defeased or otherwise discharged any Indebtedness since the
beginning of such period or if any Indebtedness is to be repaid, repurchased,
defeased or otherwise discharged (in each case other than Indebtedness Incurred
under any revolving credit facility unless such Indebtedness has been
permanently repaid and has not been replaced) on the date of the transaction
giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and
Consolidated Interest Expense for such period shall be calculated on a pro forma
basis as if such discharge had occurred on the first day of such period and as
if the Company or such Restricted Subsidiary has not earned the interest income
actually earned during such period in respect of cash or Temporary Cash
Investments used to repay, repurchase, defease or otherwise discharge such
Indebtedness;

          (4) if since the beginning of such period the Company or any
Restricted Subsidiary (by merger or otherwise) shall have made an Investment in
any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary)
or an acquisition of assets, which acquisition constitutes all or substantially
all of an operating unit of a business, including any such Investment or
acquisition occurring in connection with a transaction requiring a calculation
to be made hereunder, EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving pro forma effect thereto (including the
Incurrence of any Indebtedness) as if such Investment or acquisition occurred on
the first day of such period; and

          (5) if since the beginning of such period any Person (that
subsequently became a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) shall
have made any Asset Disposition, any Investment or acquisition of assets that
would have required an adjustment pursuant to clause (3) or (4) above if made by
the Company or a Restricted Subsidiary during such period, EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving
pro forma effect thereto as if such
<PAGE>

                                                                               7

Asset Disposition, Investment or acquisition occurred on the first day of such
period.

          For purposes of this definition, whenever pro forma effect is to be
given to an acquisition of assets, the amount of income or earnings relating
thereto and the amount of Consolidated Interest Expense associated with any
Indebtedness Incurred in connection therewith, the pro forma calculations shall
be determined in good faith by a responsible financial or accounting Officer of
the Company.  If any Indebtedness bears a floating rate of interest and is being
given pro forma effect, the interest of such Indebtedness shall be calculated as
if the rate in effect on the date of determination had been the applicable rate
for the entire period (taking in to account any Interest Rate Agreement
applicable to such Indebtedness if such Interest Rate Agreement has a remaining
term in excess of 12 months).

          "Consolidated Interest Expense" means, for any period, the total
           -----------------------------
interest expense of the Company and its consolidated Restricted Subsidiaries,
plus, (a) to the extent not included in such total interest expense, and to the
extent incurred by the Company or its Restricted Subsidiaries, (i) interest
expense attributable to Capital Lease Obligations, (ii) amortization of debt
discount, (iii) capitalized interest, (iv) non-cash interest expenses, (v)
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers' acceptance financing, (vi) net costs associated with
Hedging Obligations (including amortization of fees), (vii) Preferred Stock
dividends in respect of all Preferred Stock held by Persons other than the
Company or a Wholly Owned Subsidiary, (viii) interest incurred in connection
with Investments in discontinued operations, (ix) interest actually paid on any
Indebtedness of any other Person that is Guaranteed by the Company or any
Restricted Subsidiary and (x) the cash contributions to any employee stock
ownership plan or similar trust to the extent such contributions are used by
such plan or trust to pay interest or fees to any Person (other than the Company
or any Wholly Owned Subsidiary) in connection with Indebtedness Incurred by such
plan or trust, minus, (b) to the extent included in such total interest expense,
amortization of deferred financing costs, fees and expenses.
<PAGE>

                                                                               8

          "Consolidated Net Income" means, for any period, the net income of the
           -----------------------
Company and its consolidated Subsidiaries; provided, however, that there shall
                                           --------  -------
not be included in such Consolidated Net Income:

          (i)   any net income (or loss) of any Person if such Person is not a
     Restricted Subsidiary, except that subject to the exclusion contained in
     clause (iv) below, the Company's equity in the net income of any such
     Person for such period shall be included in such Consolidated Net Income up
     to the aggregate amount of cash actually distributed by such Person during
     such period to the Company or a Restricted Subsidiary as a dividend or
     other distribution (subject, in the case of a dividend or other
     distribution paid to a Restricted Subsidiary, to the limitations contained
     in clause (iii) below);

          (ii)  for purposes of subclause (a)(3)(A) of Section 4.04 only, any
     net income (or loss) of any Person acquired by the Company or a Subsidiary
     in a pooling of interests transaction for any period prior to the date of
     such acquisition;

          (iii) any net income of any Restricted Subsidiary if such Restricted
     Subsidiary is subject to restrictions, directly or indirectly, on the
     payment of dividends or the making of distributions by such Restricted
     Subsidiary, directly or indirectly, to the Company, except that (A) subject
     to the exclusion contained in  clause (iv) below, the Company's equity in
     the net income of any such Restricted Subsidiary for such period shall be
     included in such Consolidated Net Income up to the aggregate amount of cash
     that could have been distributed by such Restricted Subsidiary consistent
     with such restriction during such period to the Company or another
     Restricted Subsidiary as a dividend or other distribution (subject, in the
     case of a dividend or other distribution paid to another Restricted
     Subsidiary, to the limitation contained in this clause) and (B) the
     Company's equity in a net loss of any such Restricted Subsidiary for such
     period shall be included in determining such Consolidated Net Income;

          (iv)  any gain (or loss) realized upon the sale or other disposition
     of any assets of the Company or its consolidated Subsidiaries (including
     pursuant to any sale-and-leaseback arrangement) which is not sold or
     otherwise disposed of in the ordinary course of business and any gain (but
     not loss) realized upon the sale or other disposition of any Capital Stock
     of any Person;

          (v)   extraordinary gains or losses;
<PAGE>

                                                                               9

          (vi)  the cumulative effect of a change in accounting principles; and

          (vii) any noncash compensation expense realized for grants of
     performance shares, stock options or other stock awards to officers,
     directors and employees of the Company or any Restricted Subsidiary.

Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall
be excluded from Consolidated Net Income any repurchases, repayments or
redemptions of Investments, proceeds realized on the sale of Investments or
return of capital to the Company or a Restricted Subsidiary to the extent such
repurchases, repayments, redemptions, proceeds or returns increase the amount of
Restricted Payments permitted under such covenant pursuant to clause (a)(3)(D)
thereof.

          "Court Square" means Court Square Capital Limited, a Delaware
           ------------
corporation.

          "Currency Agreement" means with respect to any Person, any foreign
           ------------------
exchange contract, currency swap agreement or other similar agreement as to
which such Person is a party or a beneficiary.

          "CVC" means (i) any Subsidiary of Citigroup Inc., a Delaware
           ---
corporation, including Citicorp Venture Capital Ltd., a New York corporation,
and Court Square; or (ii) any investment vehicle that (A) is sponsored or
managed (whether through ownership of securities having a majority of the voting
power or through the management of investments) by any Subsidiary included in
clause (i) hereof and (B) contains, as a part of its name, "Citigroup," "CVC" or
any variant thereof; or (iii) World Equity Partners, L.P., a Delaware limited
partnership.

          "CVC Investor" means (i) CVC; (ii) any officer, employee, director or
           ------------
general partner of CVC or the general partner of any investment vehicle included
in the definition of CVC; and (iii) any trust, partnership or other entity
established solely for the benefit of the Persons included in (i) or (ii)
hereof.

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

          "Designated Senior Indebtedness" means (i) the Bank Indebtedness and
           ------------------------------
(ii) any other Senior Indebtedness of the Company which, at the date of
determination, has an aggregate principal amount outstanding of, or under which,
at the date of determination, the holders thereof are committed to lend up to,
at least $10 million and is specifically designated by the Company in the
instrument evidencing or governing such Senior Indebtedness as
<PAGE>

                                                                              10

"Designated Senior Indebtedness" for purposes of this Indenture.

          "Disqualified Stock" means, with respect to any Person, any Capital
           ------------------
Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable) or upon the happening of any event
(i) matures or is mandatorily redeemable pursuant to a sinking fund obligation
or otherwise, (ii) is convertible or exchangeable, at the option of the holder
thereof, for Indebtedness or Disqualified Stock or (iii) is redeemable at the
option of the holder thereof, in whole or in part, in each case on or prior to
the first anniversary of the Stated Maturity of the Securities.

          "Domestic Restricted Subsidiary" means any Restricted Subsidiary of
           ------------------------------
the Company other than a Foreign Restricted Subsidiary.

          "DRA" means Delco Remy America, Inc., a Delaware corporation and a
           ---
Wholly Owned Subsidiary.

          "EBITDA" for any period means the sum of Consolidated Net Income, plus
           ------
Consolidated Interest Expense plus the following, without duplication, to the
extent deducted in calculating such Consolidated Net Income:  (a) income tax
expense, (b) depreciation expense, (c) amortization expense and (d) all other
non-cash items reducing Consolidated Net Income (other than items that will
require cash payments and for which an accrual or reserve is, or is required by
GAAP to be, made, other than accruals for post-retirement benefits other than
pensions), less all non-cash items increasing Consolidated Net Income, in each
case for such period.  Notwithstanding the foregoing, the provision for taxes
based on the income or profits of, and the depreciation and amortization of, a
Subsidiary of the Company shall be added to Consolidated Net Income to compute
EBITDA only to the extent (and in the same proportion) that the net income of
such Subsidiary was included in calculating Consolidated Net Income.

          "Excess Proceeds" has the meaning set forth in Section 4.06(a).
           ---------------

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

          "Financing Disposition" means any sale of any accounts receivable, or
           ---------------------
interest therein, by the Company or any Subsidiary to any Receivables
Subsidiary, or by the Receivables Subsidiary, pursuant to a Permitted
Receivables Financing.

          "Foreign Restricted Subsidiary" means any Restricted Subsidiary of the
           -----------------------------
Company which is not organized under the laws of the United States of America or
any State thereof or the District of Columbia.
<PAGE>

                                                                              11

          "GAAP" means generally accepted accounting principles in the United
           ----
States of America as in effect as of the Issue Date, including those set forth
in (i) the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (ii) statements and
pronouncements of the Financial Accounting Standards Board and (iii) such other
statements by such other entity as approved by a significant segment of the
accounting profession.

          "GM Note" means the Contingent Purchase Price Note issued by DRA
           -------
pursuant to the Asset Purchase Agreement.

          "Guarantee" means any obligation, contingent or otherwise, of any
           ---------
Person directly or indirectly guaranteeing any Indebtedness or other obligation
of any other Person and any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or other obligation of such Person
(whether arising by virtue of partnership arrangements, or by agreements to
keep-well, to purchase assets, goods, securities or services, to take-or-pay or
to maintain financial statement conditions or otherwise) or (ii) entered into
for the purpose of assuring in any other manner the obligee of such Indebtedness
or other obligation of the payment thereof or to protect such obligee against
loss in respect thereof (in whole or in part); provided, however, that the term
                                               --------  -------
"Guarantee" shall not include endorsements for collection or deposit in the
ordinary course of business.  The term "Guarantee" used as a verb has a
corresponding meaning.  The term "Guarantor" shall mean any Person Guaranteeing
any obligation.

          "Hedging Obligations" of any Person means the obligations of such
           -------------------
Person pursuant to any Interest Rate Agreement or Currency Agreement.

          "Holder" or "Securityholder" means the Person in whose name a Security
           ------      --------------
is registered on the Registrar's books.

          "Incur" means issue, assume, Guarantee, incur or otherwise become
           -----
liable for; provided, however, that any Indebtedness or Capital Stock of a
            --------  -------
Person existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Subsidiary at the time it becomes a Subsidiary; and provided further, however,
                                                    ----------------  -------
that in the case of a discount security, neither the accrual of interest nor the
accretion of original issue discount shall be considered an Incurrence of
Indebtedness, but the entire face amount of such security shall be deemed
Incurred upon the issuance of such security.  The term "Incurrence" when used as
a noun shall have a correlative meaning.
<PAGE>

                                                                              12

          "Indebtedness" means, with respect to any Person on any date of
           ------------
determination (without duplication):

          (i)    the principal of and premium (if any) in respect of (A)
     indebtedness of such Person for money borrowed and (B) indebtedness
     evidenced by notes, debentures, bonds or other similar instruments for the
     payment of which such Person is responsible or liable;

          (ii)   all Capital Lease Obligations of such Person and all
     Attributable Debt in respect of Sale/Leaseback Transactions entered into by
     such Person;

          (iii)  all obligations of such Person issued or assumed as the
     deferred purchase price of property or services, all conditional sale
     obligations of such Person and all obligations of such Person under any
     title retention agreement (but excluding trade accounts payable arising in
     the ordinary course of business), which purchase price or obligation is due
     more than six months after the date of placing such property in service or
     taking delivery and title thereto or the completion of such services
     (provided that, in the case of obligations of an acquired Person assumed in
      --------
     connection with an acquisition of such Person, such obligations would
     constitute Indebtedness of such Person);

          (iv)   all obligations of such Person for the reimbursement of any
     obligor on any letter of credit, banker's acceptance or similar credit
     transaction (other than obligations with respect to letters of credit
     securing obligations (other than obligations described in clauses (i)
     through (iii) above) entered into in the ordinary course of business of
     such Person to the extent such letters of credit are not drawn upon or, if
     and to the extent drawn upon, such drawing is reimbursed no later than the
     tenth Business Day following receipt by such Person of a demand for
     reimbursement following payment on the letter of credit);

          (v)    the amount of all obligations of such Person with respect to
     the redemption, repayment or other repurchase of any Disqualified Stock or,
     with respect to any Subsidiary of such Person, any Preferred Stock (but
     excluding, in each case, any accrued dividends);

          (vi)   all obligations of the type referred to in clauses (i) through
     (v) of other Persons and all dividends of other Persons for the payment of
     which, in either case, such Person is responsible or liable, directly or
     indirectly, as obligor, guarantor or otherwise, including by means of any
     Guarantee;

          (vii)  all obligations of the type referred to in clauses (i) through
     (vi) of other Persons secured by
<PAGE>

                                                                              13

     any Lien on any property or asset of such Person (whether or not such
     obligation is assumed by such Person), the amount of such obligation being
     deemed to be the lesser of the value of such property or assets or the
     amount of the obligation so secured; and

          (viii) to the extent not otherwise included in this definition,
     Hedging Obligations of such Person.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations as described above at such date;
provided, however, that (A) the amount outstanding at any time of any
--------  -------
Indebtedness issued with original issue discount shall be deemed to be the face
amount of such Indebtedness less the remaining unamortized portion of the
original issue discount of such Indebtedness at such time as determined in
conformity with GAAP and (B) the outstanding principal amount of the GM Note
shall be deemed to be zero until the last day of the fiscal year or other period
with respect to which the amount due thereunder shall be determined.

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

          "Interest Rate Agreement" means any interest rate swap agreement,
           -----------------------
interest rate cap agreement or other financial agreement or arrangement designed
to protect the Company or any Restricted Subsidiary against fluctuations in
interest rates.

          "Investment" in any Person means any direct or indirect advance, loan
           ----------
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of such Person) or other
extensions of credit (including by way of Guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person.  For purposes of the definition of
"Unrestricted Subsidiary", the definition of "Restricted Payment" and Section
4.04, (i) "Investment" shall include the portion (proportionate to the Company's
equity interest in such Subsidiary) of the fair market value of the net assets
of any Subsidiary of the Company at the time that such Subsidiary is designated
an Unrestricted Subsidiary; provided, however, that upon a redesignation of such
                            --------  -------
Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue
to have a permanent "Investment" in an Unrestricted Subsidiary equal to an
amount (if positive) equal to (x) the Company's "Investment" in such Subsidiary
at the time of such redesignation less (y) the portion
<PAGE>

                                                                              14

(proportionate to the Company's equity interest in such Subsidiary) of the fair
market value of the net assets of such Subsidiary at the time of such
redesignation; and (ii) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its fair market value at the time of such
transfer, in each case as determined in good faith by the Board of Directors.

          "Issue Date" means April 26, 2001.
           ----------

          "Joint Venture" means, in respect of any Person, any corporation,
           -------------
association, partnership or other business entity of which not less than 20% and
not more than 80% of the total voting power of shares of Capital Stock or other
interests (including partnership interests) 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
(i) such Person, (ii) such Person and one or more Subsidiaries of such Person or
(iii) one or more Subsidiaries of such Person.

          "Lien" means any mortgage, pledge, security interest, encumbrance,
           ----
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof).

          "Management Investors" means each of the officers, employees and
           --------------------
directors of the Company who own Voting Stock of the Company, in each case so
long as such person shall remain an officer, employee or director of the
Company.

          "Net Available Cash" from an Asset Disposition means cash payments
           ------------------
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring Person of Indebtedness or other
obligations relating to such properties or assets or received in any other
noncash form) in each case net of (i) all legal, title and recording tax
expenses, commissions and other fees and expenses incurred, and all Federal,
state, provincial, foreign and local taxes required to be paid or accrued as a
liability under GAAP, as a consequence of such Asset Disposition, (ii) all
payments made on any Indebtedness which is secured by any assets subject to such
Asset Disposition, in accordance with the terms of any Lien upon or other
security agreement of any kind with respect to such assets, or which must by its
terms, or in order to obtain a necessary consent to such Asset Disposition, or
by applicable law be, repaid out of the proceeds from such Asset Disposition,
(iii) all distributions and other payments required to be made to minority
interest holders in Subsidiaries or Joint Ventures as a result of such Asset
Disposition and (iv) the deduction of appropriate amounts provided by the seller
as a reserve, in accordance with
<PAGE>

                                                                              15

GAAP, against any liabilities associated with the property or other assets
disposed in such Asset Disposition and retained by the Company or any Restricted
Subsidiary after such Asset Disposition.

          "Net Cash Proceeds", with respect to any issuance or sale of Capital
           -----------------
Stock, means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

          "Non-Wholly Owned Subsidiary" means a Restricted Subsidiary all the
           ---------------------------
Capital Stock (other than, to the extent required by local ownership laws in
foreign countries, shares owned by foreign shareholders) of which is owned by
(i) the Company or one or more Wholly Owned Subsidiaries and (ii) any of the
directors, officers, employees or former owners of such Restricted Subsidiary.

          "Officer" means the Chairman of the Board, the Chief Executive
           -------
Officer, the Chief Financial Officer, the President, any Vice President, the
Treasurer or the Secretary of the Company.
          "Officers' Certificate" means a certificate signed by two Officers.
           ---------------------

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

          "Permitted Holders" means the CVC Investors, the Management Investors
           -----------------
and, in the case of any individual who is a Permitted Holder, any Permitted
Transferee (as defined in the Stockholders Agreement except a Permitted
Transferee by virtue of Section 3.5(b)(iv) of the Stockholders Agreement) of
such individual; provided, however, that in no event shall any Persons (other
                 --------  -------
than CVC), collectively, be deemed "Permitted Holders" with respect to more than
30% of the total voting power of all classes of Voting Stock of the Company.

          "Permitted Investment" means an Investment by the Company or any
           --------------------
Restricted Subsidiary in (i) the Company; (ii) a Restricted Subsidiary or a
Person that will, upon the making of such Investment, become a Restricted
Subsidiary; provided, however, that the primary business of such Restricted
            --------  -------
Subsidiary is a Related Business; (iii) another Person if as a result of such
Investment such other Person is merged or consolidated with or into, or
transfers or conveys all or substantially all its assets to, the Company or a
Domestic Restricted Subsidiary; provided, however, that such Person's primary
                                --------  -------
business is a Related Business; (iv) Temporary Cash Investments; (v) receivables
owing to the Company or any Restricted Subsidiary if created or
<PAGE>

                                                                              16

acquired in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms; provided, however, that such trade terms
                                       --------  -------
may include such consessionary trade terms as the Company or any such Restricted
Subsidiary deems reasonable under the circumstances; (vi) payroll, travel and
similar advances to cover matters that are expected at the time of such advances
ultimately to be treated as expenses for accounting purposes and that are made
in the ordinary course of business; (vii) loans or advances to employees made in
the ordinary course of business consistent with past practices of the Company or
such Restricted Subsidiary and not exceeding $2 million in the aggregate
outstanding at any time; (viii) stock, obligations or securities received in
settlement of debts created in the ordinary course of business and owing to the
Company or any Restricted Subsidiary or in satisfaction of judgments; and (ix)
any Person to the extent such Investment represents the non-cash portion of the
consideration received for an Asset Disposition as permitted pursuant to Section
4.06.

          "Permitted Receivables Financing" means any financing pursuant to
           -------------------------------
which the Company or any Restricted Subsidiary may sell, convey or otherwise
transfer to a Receivables Subsidiary or any other Person (in the case of a
transfer by a Receivables Subsidiary), or grant a security interest in, any
accounts receivable (and related assets) of the Company or any Restricted
Subsidiary; provided, however, that (i) the covenants, events of default and
            --------  -------
other provisions applicable to such financing shall be customary for such
transactions and shall be on market terms (as determined in good faith by the
Board of Directors) at the time such financing is entered into, (ii) the
interest rate applicable to such financing shall be a market interest rate (as
determined in good faith by the Board of Directors) at the time such financing
is entered into and (iii) such financing shall be non-recourse to the Company
and its Subsidiaries (other than the Receivables Subsidiary) except to a limited
extent customary for such transactions.

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

          "Preferred Stock", as applied to the Capital Stock of any corporation,
           ---------------
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

          "principal" of a Security means the principal of the Security plus the
           ---------
premium, if any, payable on the
<PAGE>

                                                                              17

Security which is due or overdue or is to become due at the relevant time.

          "Public Equity Offering" means an underwritten primary public offering
           ----------------------
of common stock of the Company (or, for purposes of Section 4.08(D), any
Restricted Subsidiary referred to therein) pursuant to an effective registration
statement under the Securities Act.

          "Public Market" means any time after (i) a Public Equity Offering has
           -------------
been consummated with respect to a Restricted Subsidiary and (ii) at least 10%
of the total issued and outstanding common stock of such Restricted Subsidiary
has been distributed by means of an effective registration statement under the
Securities Act or sales pursuant to Rule 144 under the Securities Act.

          "Purchase Money Indebtedness" mean Indebtedness (i) consisting of the
           ---------------------------
deferred purchase price of property, conditional sale obligations, obligations
under any title retention agreement, other purchase money obligations and
obligations in respect of industrial revenue bonds or similar Indebtedness, in
each case where the maturity of such Indebtedness does not exceed the
anticipated useful life of the asset being financed, and (ii) incurred to
finance the acquisition by the Company or a Restricted Subsidiary of such asset,
including additions and improvements; provided, however, that any Lien arising
                                      --------  -------
in connection with any such Indebtedness shall be limited to the specified asset
being financed or, in the case of real property or fixtures, including additions
and improvements, the real property on which such asset is attached; and
provided further, however, that such Indebtedness is Incurred within 90 days
----------------  -------
after such acquisition of such asset by the Company or Restricted Subsidiary.

          "Receivables Subsidiary" means a bankruptcy-remote, special-purpose
           ----------------------
Wholly Owned Subsidiary formed in connection with a Permitted Receivables
Financing.

          "Refinance" means, in respect of any Indebtedness, to refinance,
           ---------
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such Indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

          "Refinancing Indebtedness" means Indebtedness that Refinances any
           ------------------------
Indebtedness of the Company or any Restricted Subsidiary existing on the Issue
Date or Incurred in compliance with this Indenture, including Indebtedness that
refinances Refinancing Indebtedness; provided, however, that (i) such
                                     --------  -------
Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
Maturity of the Indebtedness being Refinanced, (ii) such Refinancing
Indebtedness has an Average Life at the time such Refinancing Indebtedness is
Incurred that is equal to or greater than the Average Life
<PAGE>

                                                                              18

of the Indebtedness being Refinanced and (iii) such Refinancing Indebtedness has
an aggregate principal amount (or if Incurred with original issue discount, an
aggregate issue price) that is equal to or less than the aggregate principal
amount (or if Incurred with original issue discount, the aggregate accreted
value) then outstanding or committed (plus fees and expenses, including any
premium and defeasance costs) under the Indebtedness being Refinanced; provided
                                                                       --------
further, however, that Refinancing Indebtedness shall not include (x)
-------  -------
Indebtedness of a Subsidiary that Refinances Indebtedness of the Company or (y)
Indebtedness of the Company or a Restricted Subsidiary that Refinances
Indebtedness of an Unrestricted Subsidiary. For purposes of this definition, the
Average Life and the aggregate principal amount of the GM Note at the time of
any Refinancing thereof shall be determined by a responsible financial or
accounting Officer of the Company based on a good faith estimate of the amount
of the contingent payment that will become due and payable under such note and
the timing of the scheduled installments thereof in accordance with the terms of
such note.

          "Related Business" means any business related, ancillary or
           ----------------
complementary (as determined in good faith by the Board of Directors) to the
businesses of the Company and the Restricted Subsidiaries on the Issue Date.

          "Representative" means any trustee, agent or representative (if any)
           --------------
for an issue of Senior Indebtedness of the Company.

          "Restricted Payment" means, with respect to any Person, (i) the
           ------------------
declaration or payment of any dividends or any other distributions on or in
respect of its Capital Stock (including any payment in connection with any
merger or consolidation involving such Person) or similar payment to the holders
of its Capital Stock, except dividends or distributions payable solely in its
Capital Stock (other than Disqualified Stock)) and except dividends or
distributions payable solely to the Company or a Restricted Subsidiary (and, if
such Restricted Subsidiary is not wholly owned, to its other shareholders on a
pro rata basis or on a basis that results in the receipt by the Company or a
Restricted Subsidiary of dividends or distributions of greater value than it
would receive on a pro rata basis), (ii) the purchase, redemption or other
acquisition or retirement for value of any Capital Stock of the Company held by
any Person or of any Capital Stock of a Restricted Subsidiary held by any
Affiliate of the Company (other than a Restricted Subsidiary), including the
exercise of any option to exchange any Capital Stock (other than into Capital
Stock of the Company that is not Disqualified Stock), (iii) the purchase,
repurchase, redemption, defeasance or other acquisition or retirement for value,
prior to scheduled maturity, scheduled repayment or scheduled sinking fund
payment of any Subordinated Obligations (other than the purchase, repurchase, or
other
<PAGE>

                                                                              19

acquisition of Subordinated Obligations purchased in anticipation of satisfying
a sinking fund obligation, principal installment or final maturity, in each case
due within one year of the date of acquisition) or (iv) the making of any
Investment in any Person (other than a Permitted Investment).

          "Restricted Subsidiary" means any Subsidiary of the Company that is
           ---------------------
not an Unrestricted Subsidiary.

          "Sale/Leaseback Transaction" means an arrangement relating to property
           --------------------------
now owned or hereafter acquired whereby the Company or a Restricted Subsidiary
transfers such property to a Person and the Company or a Restricted Subsidiary
leases it from such Person.

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

          "Secured Indebtedness" means any Indebtedness of the Company secured
           --------------------
by a Lien.  "Secured Indebtedness" of any Subsidiary Guarantor has a correlative
             --------------------
meaning.

          "Senior Credit Facility" means the revolving credit facility made
           ----------------------
available pursuant to the Fourth Amended and Restated Financing Agreement, as
amended as of April 19, 2001, among certain subsidiaries of the Company, as
borrowers, the Company and certain subsidiaries of the Company, as guarantors,
the lenders from time to time party thereto and Bank One, Indiana, National
Association, as agent, as the same may be amended, waived, modified, Refinanced
or replaced from time to time (except to the extent that any such amendment,
waiver, modification, replacement or Refinancing would be prohibited by the
terms of the Indenture).

          "Senior Indebtedness" of the Company means (i) Indebtedness of the
           -------------------
Company, whether outstanding on the Issue Date or thereafter Incurred, including
the Guarantees by the Company of all Bank Indebtedness, and (ii) accrued and
unpaid interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not a claim for post-filing interest is allowed in such proceeding) in respect
of (A) indebtedness of the Company for money borrowed and (B) indebtedness
evidenced by notes, debentures, bonds or other similar instruments for the
payment of which the Company is responsible or liable unless, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding, it
is provided that such obligations are subordinate or pari passu in right of
payment to the Securities; provided, however, that Senior Indebtedness shall not
                           --------  -------
include (1) any obligation of the Company to any Subsidiary, (2) any liability
for Federal, state, local or other taxes owed or owing by the Company, (3) any
accounts payable or other liability to trade creditors arising in the ordinary
course of business
<PAGE>

                                                                              20

(including guarantees thereof or instruments evidencing such liabilities), (4)
any Indebtedness of the Company (and any accrued and unpaid interest in respect
thereof) which is subordinate or junior in any respect (other than as a result
of the Indebtedness being unsecured) to any other Indebtedness or other
obligation of the Company including any Senior Subordinated Indebtedness and any
Subordinated Obligations, (5) any obligations with respect to any Capital Stock
or (6) that portion of any Indebtedness which at the time of Incurrence is
Incurred in violation of this Indenture. "Senior Indebtedness" of any Subsidiary
                                          -------------------
Guarantor has a correlative meaning.

          "Senior Subordinated Indebtedness" of the Company means the
           --------------------------------
Securities, the 10-5/8% Senior Subordinated Notes and any other Indebtedness of
the Company that specifically provides that such Indebtedness is to rank pari
passu with the Securities in right of payment and is not subordinated by its
terms in right of payment to any Indebtedness or other obligation of the Company
which is not Senior Indebtedness.  "Senior Subordinated Indebtedness" of any
                                    --------------------------------
Subsidiary Guarantor has a correlative meaning; provided, however, that "Senior
                                                --------  -------
Subordinated Indebtedness" of DRA shall specifically include (i) the Subsidiary
Guaranty of DRA and (ii) the GM Note (and any Senior Subordinated Indebtedness
Incurred to Refinance such note).

          "Significant Subsidiary" means any Restricted Subsidiary that would be
           ----------------------
a "Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC.

          "Stated Maturity" means, with respect to any security, the date
           ---------------
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

          "Stockholders Agreement" means the Securities Transfer,
           ----------------------
Recapitalization and Holders Agreement among the stockholders of the Company as
in effect on the Issue Date.

          "Subordinated Obligation" of the Company means any Indebtedness of the
           -----------------------
Company (whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Securities pursuant to a
written agreement to that effect.  "Subordinated Obligation" of any Subsidiary
                                    -----------------------
Guarantor has a correlative meaning.

          "Subsidiary" means, in respect of any Person, any corporation,
           ----------
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the
<PAGE>

                                                                              21

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
(i) such Person, (ii) such Person and one or more Subsidiaries of such Person or
(iii) one or more Subsidiaries of such Person.

          "Subsidiary Guarantor" means each Subsidiary designated as such on the
           --------------------
signature pages hereto and any other Subsidiary that has issued a Subsidiary
Guaranty.

          "Subsidiary Guaranty" means any Guarantee of the Securities which may
           -------------------
from time to time be executed and delivered pursuant to this Indenture.  Each
such Subsidiary Guaranty shall be in the form prescribed in this Indenture.

          "Temporary Cash Investments" means any of the following:  (i) any
           --------------------------
investment in direct obligations of the United States of America or any agency
thereof or obligations guaranteed by the United States of America or any agency
thereof, (ii) investments in time deposit accounts, certificates of deposit and
money market deposits maturing within 180 days of the date of acquisition
thereof issued by a bank or trust company which is organized under the laws of
the United States of America, any state thereof or any foreign country
recognized by the United States, and which bank or trust company has capital,
surplus and undivided profits aggregating in excess of $50,000,000 (or the
foreign currency equivalent thereof) and has outstanding debt which is rated "A"
(or such similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the
Securities Act) or any money-market fund sponsored by a registered broker dealer
or mutual fund distributor, (iii) repurchase obligations with a term of not more
than 30 days for underlying securities of the types described in clause (i)
above entered into with a bank meeting the qualifications described in clause
(ii) above, (iv) investments in commercial paper, maturing not more than 90 days
after the date of acquisition, issued by a corporation (other than an Affiliate
of the Company) organized and in existence under the laws of the United States
of America, any State thereof or the District of Columbia or any foreign country
recognized by the United States of America with a rating at the time as of which
any investment therein is made of "P-1" (or higher) according to Moody's
Investors Service, Inc. or "A-1" (or higher) according to Standard and Poor's
Ratings Group, and (v) investments in securities with maturities of six months
or less from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States of America, or by any political
subdivision or taxing authority thereof, and rated at least "A" by Standard &
Poor's Ratings Group or "A" by Moody's Investors Service, Inc.
<PAGE>

                                                                              22

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

          "Total Assets" means at any time the total consolidated assets
           ------------
(determined in accordance with GAAP) of the Company and the Restricted
Subsidiaries, as of the most recent date for which the Company prepares a
consolidated balance sheet in the ordinary course of business.

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

          "Trust Officer" means the Chairman of the Board, the President or any
           -------------
other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

          "Uniform Commercial Code" means the New York Uniform Commercial Code
           -----------------------
as in effect from time to time.

          "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that
           -----------------------
at the time of determination shall be designated an Unrestricted Subsidiary by
the Board of Directors in the manner provided below; (ii) any Subsidiary of an
Unrestricted Subsidiary; and (iii) Autovill Holdings, Inc., Remy Mexico
Holdings, Inc., Remy South America Holdings, Inc., Remy Korea Holdings, Inc.,
Kraftube, Inc. and Electro Diesel Rebuild bvba (in each case as to which the
Company represents and warrants that such Subsidiary is an Unrestricted
Subsidiary under the indentures for the 8% Senior Notes and the 10% Senior
Subordinated Notes).  The Board of Directors may designate any Subsidiary of the
Company (including any newly acquired or newly formed Subsidiary of the Company)
to be an Unrestricted Subsidiary unless such Subsidiary or any of its
Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any
property of, the Company or any other Subsidiary of the Company that is not a
Subsidiary of the Subsidiary to be so designated; provided, however, that either
                                                  --------  -------
(A) the Subsidiary to be so designated has total assets of $1,000 or less or (B)
if such Subsidiary has assets greater than $1,000, such designation would be
permitted under Section 4.04.  The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that
                                                       --------  -------
immediately after giving effect to such designation (x) the Company could Incur
$1.00 of additional Indebtedness under Section 4.03(a) and (y) no Default shall
have occurred and be continuing.  Any such designation by the Board of Directors
shall be evidenced to the Trustee by promptly filing with the Trustee a 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 provisions.
<PAGE>

                                                                              23

          "U.S. Government Obligations" means direct obligations (or
           ---------------------------
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable at the issuer's option.

          "Voting Stock" of a Person means all classes of Capital Stock or other
           ------------
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

          "Wholly Owned Subsidiary" means a Restricted Subsidiary all the
           -----------------------
Capital Stock of which (other than directors' qualifying shares is owned by the
Company and/or one or more Wholly Owned Subsidiaries.

          "8-5/8% Senior Notes" means the Company's 8-5/8% Senior Notes due 2007
           -------------------
issued under an indenture dated as of December 22, 1997.

          "10-5/8% Senior Subordinated Notes" means the Company's 10-5/8% Senior
           ---------------------------------
Subordinated Notes due 2006 issued under an indenture dated as of August 1,
1996.

          SECTION 1.02.  Other Definitions.
                         ------------------

<TABLE>
<CAPTION>
                                                   Defined in
                       Term                     Section
                       ----                   -----------
     <S>                                        <C>       <C>                            <C>    <C>                            <C>
     "Affiliate Transaction".................    4.07
     "Bankruptcy Law"........................    6.01
     "Blockage Notice".......................   10.03
     "Change of Control Offer"...............    4.09(b)
     "covenant defeasance option"............    8.01(b)
     "Custodian".............................    6.01
     "Event of Default"......................    6.01
     "legal defeasance option"...............    8.01(b)
     "Legal Holiday..........................   13.08
     "Obligations"...........................   11.01
     "Offer".................................    4.06     "Offer Amount"..............    4.06
     "Offer Period"..........................    4.06     "pay the Securities"........   10.03  "pay its Subsidiary Guaranty"  12.03
     "Paying Agent"..........................    2.03
     "Payment Blockage Period"...............   10.03
     "Purchase Date".........................    4.06     "Registrar".................    2.03
     "Successor Company".....................    5.01
</TABLE>

          SECTION 1.03.  Incorporation by Reference of Trust Indenture Act.
                         --------------------------------------------------
This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture.  The following
TIA terms have the following meanings:

          "Commission" means the SEC.
           ----------
<PAGE>

                                                                              24

          "indenture securities" means the Securities.
           --------------------

          "indenture security holder" means a Securityholder.
           -------------------------

          "indenture to be qualified" means this Indenture.
           -------------------------

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

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

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

          SECTION 1.04.  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) "including" means including without limitation;

          (5) words in the singular include the plural and words in the plural
     include the singular;

          (6) unsecured Indebtedness shall not be deemed to be subordinate or
     junior to Secured Indebtedness merely by virtue of its nature as unsecured
     Indebtedness;

          (7) the principal amount of any noninterest bearing or other discount
     security at any date shall be the principal amount thereof that would be
     shown on a balance sheet of the issuer dated such date prepared in
     accordance with GAAP;

          (8) the principal amount of any Preferred Stock shall be (i) the
     maximum liquidation value of such Preferred Stock or (ii) the maximum
     mandatory redemption or mandatory repurchase price with respect to such
     Preferred Stock, whichever is greater; and

          (9) all references to the date the Securities were originally issued
     shall refer to the Issue Date.
<PAGE>

                                                                              25

                                   ARTICLE 2

                                The Securities
                                --------------


          SECTION 2.01.  Form and Dating.  Provisions relating to the Initial
                         ----------------
Securities, the Exchange Securities and the Private Exchange Securities are set
forth in Appendix A, which is hereby incorporated in and expressly made part of
this Indenture.  The Initial Securities and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit 1 to Appendix A
which is hereby incorporated in and expressly made a part of this Indenture.
The Exchange Securities, the Private Exchange Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A,
which is hereby incorporated in and expressly made a part of this Indenture.
The Securities may have notations, legends or endorsements required by law,
stock exchange rule, agreements to which the Company is subject, if any, or
usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Company).  Each Security shall be dated the date of its
authentication.  The terms of the Securities set forth in Exhibit 1 to Appendix
A and Exhibit A are part of the terms of this Indenture.

          SECTION 2.02.  Execution and Authentication.  Two Officers shall sign
                         -----------------------------
the Securities for the Company by manual or facsimile signature.  The Company's
seal shall be impressed, affixed, imprinted or reproduced on the Securities and
may be in facsimile form.

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

          A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security.  The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

          The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate the Securities.  Unless limited by the terms of
such appointment, an authenticating agent may authenticate Securities 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 any Registrar (as defined below), Paying Agent (as defined
below) or agent for service of notices and demands.

          SECTION 2.03.  Registrar and Paying Agent.  The Company shall maintain
                         ---------------------------
an office or agency where Securities may be presented for registration of
transfer or for
<PAGE>

                                                                              26

exchange (the "Registrar") and an office or agency where Securities may be
               ---------
presented for payment (the "Paying Agent"). The Registrar shall keep a register
                            ------------
of the Securities and of their transfer and exchange. The Company may have one
or more co-registrars and one or more additional paying agents. The term "Paying
                                                                          ------
Agent" includes any additional paying agent.
-----

          The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA.  The agreement shall implement the
provisions of this Indenture that relate to such agent.  The Company shall
notify the Trustee of the name and address of any such agent.  If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to Section 7.07.
The Company or any of its domestically incorporated Wholly Owned Subsidiaries
may act as Paying Agent, Registrar, co-registrar or transfer agent.

          The Company initially appoints the Trustee as Registrar and Paying
Agent in connection with the Securities.

          SECTION 2.04.  Paying Agent To Hold Money in Trust.  Prior to each due
                         ------------------------------------
date of the principal and interest on any Security, the Company shall deposit
with the Paying Agent a sum sufficient to pay such principal and interest when
so becoming due.  The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Securityholders or the Trustee all money held by the Paying Agent for
the payment of principal of or interest on the Securities and shall notify the
Trustee of any default by the Company in making any such payment.  If the
Company or a Subsidiary acts as Paying Agent, it shall segregate the money held
by it as Paying Agent and hold it as a separate trust fund.  The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee and
to account for any funds disbursed by the Paying Agent.  Upon complying with
this Section, the Paying Agent shall have no further liability for the money
delivered to the Trustee.

          SECTION 2.05.  Securityholder 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 Securityholders.  If the Trustee is not the
Registrar, the Company shall furnish to the Trustee, in writing at least five
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 Securityholders.

          SECTION 2.06.  Transfer and Exchange.  The Securities shall be issued
                         ----------------------
in registered form and shall be
<PAGE>

                                                                              27

transferable only upon the surrender of a Security for registration of transfer
and in compliance with Appendix A. When a Security is presented to the Registrar
or a co-registrar with a request to register a transfer, the Registrar shall
register the transfer as requested if the requirements of this Indenture and
Section 8-401(1) of the Uniform Commercial Code are met. When Securities are
presented to the Registrar or a co-registrar with a request to exchange them for
an equal principal amount of Securities of other denominations, the Registrar
shall make the exchange as requested if the same requirements are met.

          SECTION 2.07.  Replacement Securities.  If a mutilated Security is
                         -----------------------
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies
any other reasonable requirements of the Trustee.  If required by the Trustee or
the Company, such Holder shall furnish an indemnity bond sufficient in the
judgment of the Company and the Trustee to protect the Company, the Trustee, the
Paying Agent, the Registrar and any co-registrar from any loss which any of them
may suffer if a Security is replaced.  The Company and the Trustee may charge
the Holder for their expenses in replacing a Security.
          Every replacement Security is an additional obligation of the Company.

          SECTION 2.08.  Outstanding Securities.  Securities outstanding at any
                         -----------------------
time are all Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation and those described in this
Section as not outstanding.  A Security does not cease to be outstanding because
the Company or an Affiliate of the Company holds the Security.

          If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser, in which event
the replacement Security shall cease to be outstanding, subject to the
provisions of Section 8-405 of the Uniform Commercial Code.

          If the Paying Agent segregates and holds in trust, in accordance with
this Indenture, on a redemption date or maturity date money sufficient to pay
all principal and interest payable on that date with respect to the Securities
(or portions thereof) to be redeemed or maturing, as the case may be, and the
Paying Agent is not prohibited from paying such money to the Securityholders on
that date pursuant to the terms of this Indenture, then on and after that date
such Securities (or portions thereof) cease to be outstanding and interest on
them ceases to accrue.
<PAGE>

                                                                              28

          SECTION 2.09.  Temporary Securities.  Until definitive Securities are
                         ---------------------
ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities.  Temporary Securities shall be substantially in the form
of definitive Securities but may have variations that the Company considers
appropriate for temporary Securities.  Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities and
deliver them in exchange for temporary Securities.

          SECTION 2.10.  Cancellation.  The Company at any time may deliver
                         -------------
Securities to the Trustee for cancellation.  The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment.  The Trustee and no one else shall cancel and
destroy (subject to the record retention requirements of the Exchange Act) all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and deliver a certificate of such destruction to the Company.  The
Company may not issue new Securities to replace Securities it has redeemed, paid
or delivered to the Trustee for cancellation.

          SECTION 2.11.  Defaulted Interest.  If the Company defaults in a
                         -------------------
payment of interest on the Securities, the Company shall pay defaulted interest
(plus interest on such defaulted interest to the extent lawful) in any lawful
manner.  The Company may pay the defaulted interest to the persons who are
Securityholders on a subsequent special record date.  The Company shall fix or
cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail to each
Securityholder a notice that states the special record date, the payment date
and the amount of defaulted interest to be paid.

          SECTION 2.12.  CUSIP Numbers.  The Company in issuing the Securities
                         --------------
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, however, that any such notice may state that no representation is made
--------  -------
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.

          SECTION 2.13.  Issuance of Additional Securities.  The Company shall
                         ----------------------------------
be entitled, subject to its compliance with Section 4.03, to issue Additional
Securities under this Indenture which shall have identical terms as the Initial
Securities issued on the Issue Date, other than with respect to the date of
issuance and issue price.  The Initial Securities issued on the Issue Date, any
Additional Securities and all Exchange Securities or Private Exchange
<PAGE>

                                                                              29

Securities issued in exchange therefor shall be treated as a single class for
all purposes under this Indenture.

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

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

          (2) the issue price, the issue date and the CUSIP number of such
     Additional Securities; provided, however, that no Additional Securities may
                            --------  -------
     be issued at a price that would cause such Additional Securities to have
     "original issue discount" within the meaning of Section 1273 of the Code;
     and

          (3) whether such Additional Securities shall be Transfer Restricted
     Securities and issued in the form of Initial Securities as set forth in the
     Appendix to this Indenture or shall be issued in the form of Exchange
     Securities as set forth in Exhibit A.


                                   ARTICLE 3

                                  Redemption
                                  ----------

          SECTION 3.01.  Notices to Trustee.  If the Company elects to redeem
                         -------------------
Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the redemption date, the principal amount of Securities to
be redeemed and the paragraph of the Securities pursuant to which the redemption
will occur.

          The Company shall give each notice to the Trustee provided for in this
Section at least 45 days before the redemption date unless the Trustee consents
to a shorter period.  Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein.

          SECTION 3.02.  Selection of Securities To Be Redeemed.  If fewer than
                         ---------------------------------------
all the Securities are to be redeemed, the Trustee shall select the Securities
to be redeemed pro rata or by lot or by a method that complies with applicable
legal and securities exchange requirements, if any, and that the Trustee
considers fair and appropriate and in accordance with methods generally used at
the time of selection by fiduciaries in similar circumstances.  The Trustee
shall make the selection from outstanding Securities not previously called for
redemption.  The Trustee may select for redemption portions of the principal of
Secur-
<PAGE>

                                                                              30

ities that have denominations larger than $1,000. Securities and portions of
them the Trustee selects shall be in amounts of $1,000 or a whole multiple of
$1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed.

          SECTION 3.03.  Notice of Redemption.  At least 30 days but not more
                         ---------------------
than 60 days before a date for redemption of Securities, the Company shall mail
a notice of redemption by first-class mail to each Holder of Securities to be
redeemed.

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

          (1) the redemption date;

          (2) the redemption price;

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

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

          (5) if fewer than all the outstanding Securities are to be redeemed,
     the identification and principal amounts of the particular Securities to be
     redeemed;

          (6) that, unless the Company defaults in making such redemption
     payment or the Paying Agent is prohibited from making such payment pursuant
     to the terms of this Indenture, interest on Securities (or portion thereof)
     called for redemption ceases to accrue on and after the redemption date;
     and

          (7) 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
     Securities.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense.  In such event,
the Company shall provide the Trustee with the information required by this
Section at least 45 days before the redemption date.

          SECTION 3.04.  Effect of Notice of Redemption.  Once notice of
                         -------------------------------
redemption is mailed, Securities called for redemption become due and payable on
the redemption date and at the redemption price stated in the notice.  Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the related interest payment date).  Failure
<PAGE>

                                                                              31

to give notice or any defect in the notice to any Holder shall not affect the
validity of the notice to any other Holder.

          SECTION 3.05.  Deposit of Redemption Price.  Prior to the redemption
                         ----------------------------
date, the Company shall deposit with the Paying Agent (or, if the Company or a
Subsidiary is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the redemption price of and accrued interest on all Securities
to be redeemed on that date other than Securities or portions of Securities
called for redemption which have been delivered by the Company to the Trustee
for cancellation.

          SECTION 3.06.  Securities Redeemed in Part.  Upon surrender of a
                         ----------------------------
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in principal amount to the unredeemed portion of the Security surrendered.


                                   ARTICLE 4

                                   Covenants
                                   ---------

          SECTION 4.01.  Payment of Securities.  The Company shall promptly pay
                         ----------------------
the principal of and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture.  Principal and interest shall
be considered paid on the date due if on such date the Trustee or the Paying
Agent holds in accordance with this Indenture money sufficient to pay all
principal and interest then due and the Trustee or the Paying Agent, as the case
may be, is not prohibited from paying such money to the Securityholders on that
date pursuant to the terms of this Indenture.

          The Company shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

          SECTION 4.02.  SEC Reports.  Notwithstanding that the Company may not
                         ------------
be subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall file with the SEC and provide the Trustee and
Securityholders with annual reports and information, documents and other reports
as are specified in those Sections and applicable to a U.S. corporation subject
to those Sections, the information, documents and other reports to be so filed
and provided at the times specified for the filing of the information, documents
and reports under those Sections; provided, however, that the Company shall not
be required to file any report, document or other information with the SEC if
the SEC does not permit the filing.  In addition, the Company shall furnish to
the Securityholders
<PAGE>

                                                                              32

and to prospective investors, upon the requests of such Securityholders, any
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act so long as any Securities are not freely transferable under the
Securities Act. The Company also shall comply with the other provisions of TIA
(S) 314(a).

          SECTION 4.03.  Limitation on Indebtedness.
                         ---------------------------
(a)  The Company shall not, and shall not permit any Restricted
Subsidiary to, Incur, directly or indirectly, any Indebtedness unless, on the
date of such Incurrence, the Consolidated Coverage Ratio exceeds 2.00 to 1.

          (b)  Notwithstanding the foregoing paragraph (a), the Company and its
Restricted Subsidiaries may Incur any or all of the following Indebtedness:

          (1)  Indebtedness Incurred pursuant to the Senior Credit Facility or
     any Permitted Receivables Financing; provided, however, that, after giving
                                          --------  -------
     effect to any such Incurrence, the aggregate principal amount of such
     Indebtedness then outstanding does not exceed the greater of (i) $300
     million (less any permanent reductions in the amount of available
     borrowings thereunder) and (ii) the sum of (x) 75% of the book value of the
     inventory of the Company and its Restricted Subsidiaries and (y) 85% of the
     book value of the accounts receivable of the Company and its Restricted
     Subsidiaries, in each case determined in accordance with GAAP;

          (2)  Indebtedness of the Company owed to and held by any Wholly Owned
     Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by
     the Company or a Wholly Owned Subsidiary; provided, however, that any
                                               --------  -------
     subsequent issuance or transfer of any Capital Stock which results in any
     such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any
     subsequent transfer of such Indebtedness (other than to the Company or a
     Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the
     Incurrence of such Indebtedness of the issuer thereof;

          (3)  Indebtedness of the Company or a Restricted Subsidiary owed to
     and held by any Non-Wholly Owned Subsidiary; provided, however, that (i)
                                                  --------  -------
     any such Indebtedness shall be unsecured Subordinated Obligations of the
     Company or such Restricted Subsidiary, as applicable and (ii) any
     subsequent issuance or transfer of any Capital Stock of such Non-Wholly
     Owned Subsidiary or any subsequent transfer of such Indebtedness (other
     than to the Company, a Wholly Owned Subsidiary or another Non-Wholly Owned
     Subsidiary) shall be deemed to constitute the Incurrence of such
     Indebtedness by the issuer thereof;
<PAGE>

                                                                              33

          (4)  Indebtedness of the Company represented by the Securities (other
     than any Additional Securities);

          (5)  Indebtedness outstanding on the Issue Date (other than
     Indebtedness described in clause (1), (2) or (3) of this Section 4.03(b);

          (6)  Refinancing Indebtedness in respect of Indebtedness Incurred
     pursuant to Section 4.03(a) or pursuant to clause (4), (5), (9) or (12) of
     this Section 4.03(b) or this clause (6);

          (7)  Indebtedness in respect of performance bonds, bankers'
     acceptances, letters of credit and surety or appeal bonds entered into by
     the Company and the Restricted Subsidiaries in the ordinary course of their
     business;

          (8)  Hedging Obligations consisting of Interest Rate Agreements and
     Currency Agreements entered into in the ordinary course of business and not
     for the purpose of speculation; provided, however, that such Interest Rate
                                     --------  -------
     Agreements and Currency Agreements do not increase the Indebtedness of the
     Company outstanding at any time other than as a result of fluctuations in
     foreign currency exchange rates or interest rates or by reason of fees,
     indemnities and compensation payable thereunder;

          (9)  Purchase Money Indebtedness and Capital Lease Obligations
     Incurred to finance the acquisition by the Company or a Restricted
     Subsidiary of any assets in the ordinary course of business and which,
     together with all Refinancing Indebtedness Incurred in respect of
     Indebtedness previously Incurred pursuant to this clause (9), do not exceed
     $50 million in the aggregate at any time outstanding;

          (10) Indebtedness represented by the Subsidiary Guaranties and
     Guarantees of Indebtedness Incurred pursuant to clauses (1), (4), (5) and
     (6) above;

          (11) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     (except in the case of daylight overdrafts) drawn against insufficient
     funds in the ordinary course of business, provided that such Indebtedness
                                               --------
     is extinguished within five Business Days of Incurrence;

          (12) Indebtedness of the Company and its Restricted Subsidiaries, to
     the extent the proceeds thereof are immediately used after the Incurrence
     thereof to purchase Securities tendered in an offer to purchase made as a
     result of a Change of Control;
<PAGE>

                                                                              34

          (13) Indebtedness of the Company and its Restricted Subsidiaries
     arising from agreements providing for indemnification, adjustment of
     purchase price or similar obligations, in any case Incurred in connection
     with the disposition of any assets of the Company or any Restricted
     Subsidiary (other than Guarantees of Indebtedness Incurred by any Person
     acquiring all or any portion of such assets for the purpose of financing
     such acquisition), in a principal amount not to exceed the gross proceeds
     actually received by the Company or any Restricted Subsidiary in connection
     with such disposition; and

          (14) Indebtedness in an aggregate principal amount which, together
     with all other Indebtedness of the Company outstanding on the date of such
     Incurrence (other than Indebtedness permitted by clauses (1) through (13)
     of this Section 4.03(b) or Section 4.03(a)) does not exceed $100 million.

          (c)  Notwithstanding the foregoing, the Company shall not, and shall
not permit any Restricted Subsidiary to, Incur any Indebtedness pursuant to
Section 4.03(b) if the proceeds thereof are used, directly or indirectly, to
Refinance (i) any Subordinated Obligations unless such Indebtedness shall be
subordinated to the Securities and the Subsidiary Guaranties, as applicable, to
at least the same extent as such Subordinated Obligations or (ii) any Senior
Subordinated Indebtedness unless such Indebtedness shall be Senior Subordinated
Indebtedness or shall be subordinated to the Securities and the Subsidiary
Guaranties, as applicable; provided, however, that clause (ii) above shall not
                           --------  -------
prohibit the Refinancing of all or any part of the GM Note with Refinancing
Indebtedness if, at the time of such Incurrence, no Default shall have occurred
and be continuing (or would result therefrom).

          (d)  For purposes of determining compliance with this Section 4.03,
(i) in the event that an item of Indebtedness meets the criteria of more than
one of the types of Indebtedness described in this Section, the Company, in its
sole discretion, will classify such item of Indebtedness at the time of
Incurrence and only be required to include the amount and type of such
Indebtedness in one of the above clauses (provided that any Indebtedness
classified as Incurred pursuant to clause (b)(14) above may later be
reclassified as having been Incurred pursuant to Section 4.03(a) to the extent
that such reclassified Indebtedness could be Incurred pursuant to Section
4.03(a) at the time of such reclassification) and (ii) an item of Indebtedness
may be divided and classified in more than one of the types of Indebtedness
described herein.

          (e)  Notwithstanding Section 4.03(a) or 4.03(b), the Company shall
not, and shall not permit any Subsidiary Guarantor to, Incur (i) any
Indebtedness if such Indebtedness is subordinate or junior in ranking in any
<PAGE>

                                                                              35

respect to any Senior Indebtedness of the Company or any Subsidiary Guarantor,
as applicable, unless such Indebtedness is Senior Subordinated Indebtedness or
is expressly subordinated in right of payment to Senior Subordinated
Indebtedness or (ii) any Secured Indebtedness that is not Senior Indebtedness of
the Company or any Subsidiary Guarantor, as applicable, unless contemporaneously
therewith effective provision is made to secure the Securities or Subsidiary
Guaranty, as applicable equally and ratably with such Secured Indebtedness for
so long as such Secured Indebtedness is secured by a Lien.

          SECTION 4.04.  Limitation on Restricted Payments.  (a)  The Company
                         ----------------------------------
shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to make a Restricted Payment if at the time the Company or such
Restricted Subsidiary makes such Restricted Payment:

          (1) a Default shall have occurred and be continuing (or would result
     therefrom);

          (2) the Company is not able to Incur an additional $1.00 of
     Indebtedness pursuant to Section 4.03(a); or

          (3) the aggregate amount of such Restricted Payment together with all
     other Restricted Payments (the amount of any payments made in property
     other than in cash to be valued at the fair market value of such property,
     as determined in good faith by the Board of Directors) declared or made
     since the Issue Date would exceed the sum (without duplication) of:

               (A) 50% of the Consolidated Net Income accrued during the period
          (treated as one accounting period) from the beginning of the fiscal
          quarter immediately following the fiscal quarter during which the
          Initial Securities are originally issued to the end of the most recent
          fiscal quarter ending at least 45 days (or, if less, the number of
          days after the end of such fiscal quarter as the consolidated
          financial statements of the Company shall be provided to the
          Securityholders pursuant to the Indenture) prior to the date of such
          Restricted Payment (or, in case such Consolidated Net Income accrued
          during such period (treated as one accounting period) shall be a
          deficit, minus 100% of such deficit);

               (B) the aggregate Net Cash Proceeds received by the Company from
          the issuance or sale of its Capital Stock (other than Disqualified
          Stock) subsequent to the Issue Date (other than an issuance or sale to
          a Subsidiary of the Company and other than an issuance or sale to an
          employee stock ownership plan or to a trust established by the Company
          or any of its Subsidiaries for the benefit of their employees to the
          extent that the
<PAGE>

                                                                              36

          purchase by such plan or trust is financed by Indebtedness of such
          plan or trust to the Company or any Subsidiary or for which the
          Company or any Subsidiary is liable, directly or indirectly, as a
          guarantor or otherwise (including by the making of cash contributions
          to such plan or trust which are used to pay interest or principal on
          such Indebtedness));

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

               (D) an amount equal to the sum of (i) the net reduction in
          Investments (other than Permitted Investments) made by the Company or
          any Restricted Subsidiary in any Person resulting from repurchases,
          repayments or redemptions of such Investments by such Person, proceeds
          realized on the sale of such Investments and proceeds representing the
          return of capital (excluding dividends and distributions), in each
          case received by the Company or any Restricted Subsidiary, and (ii) to
          the extent such Person is an Unrestricted Subsidiary, the portion
          (proportionate to the Company's equity interest in such Subsidiary) of
          the fair market value of the net assets of an Unrestricted Subsidiary
          at the time such Unrestricted Subsidiary is designated a Restricted
          Subsidiary; provided, however, that the foregoing sum shall not
                      --------  -------
          exceed, in the case of any Person or Unrestricted Subsidiary, the
          amount of Investments (other than Permitted Investments) previously
          made (and treated as a Restricted Payment) by the Company or any
          Restricted Subsidiary in such Person or Unrestricted Subsidiary.

          (b)  The provisions of Section 4.04(a) shall not prohibit:

          (1)  any purchase or redemption of Capital Stock or Subordinated
     Obligations of the Company or any Restricted Subsidiary made by exchange
     for, or out of the proceeds of the substantially concurrent sale of,
     Capital Stock of the Company (other than Disqualified Stock and other than
     Capital Stock issued or sold to a Subsidiary of the Company or an employee
     stock
<PAGE>

                                                                              37

     ownership plan or to a trust established by the Company or any of its
     Subsidiaries for the benefit of their employees to the extent that the
     purchase by such plan or trust is financed by Indebtedness of such plan or
     trust to the Company or any Subsidiary or for which the Company or any
     Subsidiary is liable, directly or indirectly, as a guarantor or otherwise
     (including by the making of cash contributions to such plan or trust which
     are used to pay interest or principal on such Indebtedness)); provided,
                                                                   --------
     however, that (A) such purchase or redemption shall be excluded in the
     -------
     calculation of the amount of Restricted Payments and (B) the Net Cash
     Proceeds from such sale shall be excluded from the calculation of amounts
     under Section 4.04(a)(3)(B);

          (2)  any purchase or redemption of (A) Subordinated Obligations of the
     Company made by exchange for, or out of the proceeds of the substantially
     concurrent sale of, Indebtedness of the Company which is permitted to be
     Incurred pursuant to paragraphs (b) and (c) of Section 4.03 or (B)
     Subordinated Obligations of a Restricted Subsidiary made by exchange for,
     or out of the proceeds of the substantially concurrent sale of,
     Indebtedness of such Restricted Subsidiary or the Company which is
     permitted to be Incurred pursuant to paragraphs (b) and (c) of Section
     4.03; provided, however, that such purchase or redemption shall be excluded
           --------  -------
     in the calculation of the amount of Restricted Payments;

          (3)  any purchase or redemption of (A) Disqualified Stock of the
     Company made by exchange for, or out of the proceeds of the substantially
     concurrent sale of, Disqualified Stock of the Company or (B) Disqualified
     Stock of a Restricted Subsidiary made by exchange for, or out of the
     proceeds of the substantially concurrent sale of, Disqualified Stock of
     such Restricted Subsidiary or the Company; provided, however, that (i) at
                                                --------  -------
     the time of such exchange, no Default shall have occurred and be continuing
     or would result therefrom and (ii) such purchase or redemption will be
     excluded in the calculation of the amount of Restricted Payments;

          (4)  any purchase or redemption of Subordinated Obligations from Net
     Available Cash to the extent permitted by Section 4.06; provided, however,
                                                             --------  -------
     that such purchase or redemption will be excluded in the calculation of the
     amount of Restricted Payments;

          (5)  upon the occurrence of a Change of Control and within 60 days
     after the completion of the offer to repurchase the Securities pursuant to
     Section 4.09 (including the purchase of all Securities tendered), any
     purchase or redemption of Subordinated Obligations required pursuant to the
     terms thereof as a result of
<PAGE>

                                                                              38

     such Change of Control at a purchase or redemption price not to exceed the
     outstanding principal amount thereof, plus accrued and unpaid interest
     thereon, if any; provided, however, that (A) at the time of such purchase
                      --------  -------
     or redemption, no Default shall have occurred and be continuing (or would
     result therefrom), (B) the Company would be able to Incur an additional
     $1.00 of Indebtedness pursuant to Section 4.03(a) after giving pro forma
     effect to such Restricted Payment, (C) such purchase or redemption is not
     made, directly or indirectly, from the proceeds of (or made in anticipation
     of) any Issuance of Indebtedness by the Company or any Subsidiary and (D)
     such purchase or redemption will be included in the calculation of the
     amount of Restricted Payments;

          (6)  dividends paid within 60 days after the date of declaration
     thereof if at such date of declaration such dividend would have complied
     with Section 4.04(a); provided, however, that at the time of payment of
                           --------  -------
     such dividend, no other Default shall have occurred and be continuing (or
     would result therefrom); provided further, however, that such dividend
                              ----------------  -------
     shall be included in the calculation of the amount of Restricted Payments;

          (7)  the repurchase of shares of, or options to purchase shares of,
     common stock of the Company or any of its Subsidiaries from employees,
     former employees, directors or former directors of the Company or any of
     its Subsidiaries (or permitted transferees of such employees, former
     employees, directors or former directors), pursuant to the terms of the
     agreements (including employment agreements) or plans (or amendments
     thereto) approved by the Board of Directors under which such individuals
     purchase or sell or are granted the option to purchase or sell, shares of
     such common stock; provided, however, that the aggregate amount of such
                        --------  -------
     repurchases shall not exceed the sum of (i) $10 million and (ii) the
     aggregate amount of cash received by the Company after the Issue Date from
     the sale of such shares to, or the exercise of options to purchase such
     shares by, employees or directors of the Company or any of its
     Subsidiaries; provided further, however, that such repurchases shall be
                   ----------------  -------
     included in the calculation of the amount of Restricted Payments;

          (8)  any Investment in any Person engaged in a Related Business in an
     aggregate amount which, when added together with the amount of all the
     Investments made pursuant to this clause (8) which at such time have not
     been repaid through repayments of loans or advances or other transfers of
     assets, does not exceed the greater of $35 million or 3.5% of Total Assets
     (with the fair market value of each Investment being measured at the time
     made and without giving effect to subsequent changes in value); provided,
                                                                     --------
     however, that
     -------
<PAGE>

                                                                              39

     such Investments shall be excluded in the calculation of the amount of
     Restricted Payments; or

          (9)  the distribution, as a dividend or otherwise, of shares of
     Capital Stock or assets of an Unrestricted Subsidiary provided that the
     fair market value (as determined in good faith by the Board of Directors of
     the Company) of such shares of Capital Stock or assets shall not exceed the
     amount of the Investments that were made (and not subsequently reduced
     pursuant to clause 3(D) of Section 4.04(a)) by the Company in such
     Unrestricted Subsidiary (and its Subsidiaries after giving effect to such
     distribution) and were treated as Restricted Payments or were included in
     the calculation of the amount of the Restricted Payments previously made;
     provided, however, that (A) such distributions shall be excluded in the
     --------  -------
     calculation of the amount of Restricted Payments, and (B) any net reduction
     in Investments in such Unrestricted Subsidiary resulting from such
     distribution shall be excluded from the calculation of amounts under clause
     3(D) of Section 4.04(a).

          SECTION 4.05.  Limitation on Restrictions on Distributions from
                         ------------------------------------------------
Restricted Subsidiaries.  The Company shall not, and shall not permit any
------------------------
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or consensual 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 a Restricted Subsidiary or pay any
Indebtedness owed to the Company, (ii) make any loans or advances to the Company
or (iii) transfer any of its property or assets to the Company, except:

          (1)  any encumbrance or restriction pursuant to an agreement in effect
     at or entered into on the Issue Date;

          (2)  any encumbrance or restriction with respect to a Restricted
     Subsidiary pursuant to an agreement relating to any Indebtedness Incurred
     by such Restricted Subsidiary which was entered into on or prior to the
     date on which such Restricted Subsidiary was acquired by the Company (other
     than as consideration in, or to provide all or any portion of the funds or
     credit support utilized to consummate, the transaction or series of related
     transactions pursuant to which such Restricted Subsidiary became a
     Restricted Subsidiary or was acquired by the Company) and outstanding on
     such date;

          (3)  any encumbrance or restriction pursuant to an agreement effecting
     a Refinancing of Indebtedness Incurred pursuant to an agreement referred to
     in clause (1) or (2) of this Section 4.05 (or effecting a Refinancing of
     such Refinancing Indebtedness pursuant
<PAGE>

                                                                              40

     to this clause (3)) or contained in any amendment to an agreement referred
     to in clause (1) or (2) of this Section 4.05 or this clause (3); provided,
                                                                      --------
     however, that the encumbrances and restrictions with respect to such
     -------
     Restricted Subsidiary contained in any such refinancing agreement or
     amendment are no more restrictive in any material respect than the
     encumbrances and restrictions with respect to such Restricted Subsidiary
     contained in such agreements;

          (4)  any encumbrance or restriction consisting of customary
     nonassignment provisions in leases governing leasehold interests to the
     extent such provisions restrict the transfer of the lease or the property
     leased thereunder;

          (5)  in the case of clause (iii) of this Section 4.05, any restriction
     contained in security agreements or mortgages securing Indebtedness of a
     Restricted Subsidiary to the extent such restrictions restrict the transfer
     of the property subject to such security agreements or mortgages;

          (6)  any restriction with respect to a Restricted Subsidiary imposed
     pursuant to an agreement entered into for the sale or disposition of all or
     substantially all the Capital Stock or assets of such Restricted Subsidiary
     pending the closing of such sale or disposition;

          (7)  any encumbrance or restriction with respect to any Receivables
     Subsidiary pursuant to an agreement related to Indebtedness of the
     Receivables Subsidiary which is permitted under Section 4.03 or pursuant to
     any agreement relating to a Financing Disposition to or by the Receivables
     Subsidiary;

          (8)  any encumbrance or restriction with respect to the disposition or
     distribution of assets or property and contained in joint venture
     agreements and other similar agreements entered into in the ordinary course
     of business; and

          (9)  any restriction contained in any agreement or instrument
     governing Capital Stock (other than Disqualified Stock) of any Restricted
     Subsidiary that is in effect on the date such Restricted Subsidiary is
     acquired by the Company or a Restricted Subsidiary.

          SECTION 4.06.  Limitation on Sales of Assets and Subsidiary Stock.
                         ---------------------------------------------------
(a)  The Company shall not, and shall not permit any Restricted Subsidiary to,
consummate any Asset Disposition unless (i) the Company or such Restricted
Subsidiary receives consideration at the time of such Asset Disposition at least
equal to the fair market value (including as to the value of all noncash
consideration), as determined in good faith by the Board of Directors, of the
<PAGE>

                                                                              41

shares and assets subject to such Asset Disposition, and (ii) at least 75% (or
100% in the case of lease payments) of the consideration thereof received by the
Company or such Restricted Subsidiary is in the form of cash or cash
equivalents.  In the event and to the extent that the aggregate Net Available
Cash received by the Company or any Restricted Subsidiary from one or more Asset
Dispositions occurring on or after the Issue Date exceeds $10 million, then the
Company or such Restricted Subsidiary shall: (A) within 360 days after the date
such Net Available Cash so received exceeds $10 million and to the extent the
Company or such Restricted Subsidiary elects (or is required by the terms of any
Senior Indebtedness) to (1) apply an amount equal to such excess Net Available
Cash to prepay, repay or purchase Senior Indebtedness of the Company or such
Restricted Subsidiary, in each case owing to a Person other than the Company or
any Affiliate of the Company or (2) invest (or enter into a binding commitment
to invest, provided that such commitment shall be subject only to customary
           --------
conditions (other than financing) and such investment shall be consummated
within 360 days after the end of such 360-day period) an equal amount, or the
amount not so applied pursuant to clause (1), in Additional Assets (including by
means of an Investment in Additional Assets by a Restricted Subsidiary with Net
Available Cash received by the Company or another Restricted Subsidiary) and (B)
apply such excess Net Available Cash (to the extent not applied pursuant to
clause (A)), to make an Offer (as defined below) to the holders of the
Securities (and to holders of other Senior Subordinated Indebtedness of the
Company designated by the Company) to purchase Securities (and such other Senior
Subordinated Indebtedness) pursuant to and subject to the conditions of Section
4.06(b); provided, however that in connection with any prepayment, repayment or
         --------  -------
purchase of Senior Indebtedness pursuant to clause (A) above, the Company or
such Restricted Subsidiary shall retire such Senior Indebtedness and shall cause
the related loan commitment (if any) to be permanently reduced in an amount
equal to the principal amount so prepaid, repaid or purchased.  The amount of
such excess Net Available Cash required to be applied pursuant to clause (B)
above and not theretofore so applied shall constitute "Excess Proceeds".
Pending application of Net Available Cash pursuant to this covenant, such Net
Available Cash shall be invested in Temporary Cash Investments.

          For the purposes of this Section 4.06(a)(ii), the following are deemed
to be cash:  (x) the assumption of Senior Indebtedness of the Company or any
Restricted Subsidiary and the release of the Company or such Restricted
Subsidiary from all liability on such Indebtedness in connection with such Asset
Disposition and (y) securities received by the Company or any Restricted
Subsidiary from the transferee that are promptly converted by the Company or
such Restricted Subsidiary into cash.
<PAGE>

                                                                              42

          (b)  In the event of an Asset Disposition that requires the purchase
of Securities (and other Senior Subordinated Indebtedness) pursuant to clause
(B) of Section 4.06(a), the Company shall be required to purchase an aggregate
principal amount of Securities (and such other Senior Indebtedness Subordinated
Indebtedness) equal to the Excess Proceeds (rounded down to the nearest multiple
of $1,000), which have been tendered pursuant to an offer, commenced within 30
days following the expiration of the applicable period referred to clause (A) of
Section 4.06(a) (or, if the Company so elects, at any time within such period),
by the Company for the Securities (and such other Senior Indebtedness
Subordinated Indebtedness) (the "Offer") at a purchase price of 100% of their
                                 -----
principal amount (or, if other than the Securities, 100% of their principal
amount or, in the event such other Senior Subordinated Indebtedness was issued
with significant original issue discount, 100% of the accreted value thereof),
without premium, plus accrued but unpaid interest to the date of purchase (or,
in respect of such other Senior Subordinated Indebtedness, such lesser price, if
any, as may be provided for by the terms of such Senior Subordinated
Indebtedness) in accordance with the procedures (including prorationing in the
event of oversubscription) set forth in Section 4.06(c).  If the aggregate
purchase price of Securities (and any other Senior Subordinated Indebtedness)
tendered pursuant to the Offer is less than the Net Available Cash allotted to
the purchase of the Securities (and such other Senior Subordinated
Indebtedness), such remaining Net Available Cash may be used by the Company for
any corporate purpose (to the extent not otherwise prohibited by the Indenture).
The Company shall not be required to make an Offer to purchase Securities (and
other Senior Subordinated Indebtedness) pursuant to this Section 4.06 if the Net
Available Cash available therefor (after application of the proceeds as provided
in clause (A) of Section 4.06(a)) is less than $10 million (which lesser amount
shall be carried forward for purposes of determining whether such an Offer is
required with respect to the Net Available Cash from any subsequent Asset
Disposition).

          (c)  (1)  Promptly, and in any event within 30 days after the Company
becomes obligated to make an Offer, the Company shall be obligated to deliver to
the Trustee and send, by first-class mail to each Holder, a written notice
stating that the Holder may elect to have his Securities purchased by the
Company either in whole or in part (subject to prorationing as described in
Section 4.06(c)(3) in the event the Offer is oversubscribed) in integral
multiples of $1,000 of principal amount, at the applicable purchase price.  The
notice shall specify a purchase date not less than 30 days nor more than 60 days
after the date of such notice (the "Purchase Date") and shall contain such
                                    -------------
information concerning the business of the Company which the Company in good
faith believes will enable such Holders to make an informed decision (which at a
minimum will include (i) the most recently filed Annual Report on Form 10-K
(including audited consolidated financial statements) of the
<PAGE>

                                                                              43

Company, the most recent subsequently filed Quarterly Report on Form 10-Q and
any Current Report on Form 8-K of the Company filed subsequent to such Quarterly
Report, other than Current Reports describing Asset Dispositions otherwise
described in the offering materials, or corresponding successor reports (or,
until such time as the Company shall become subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, corresponding reports
prepared pursuant to Section 4.02), (ii) a description of material developments
in the Company's business subsequent to the date of the latest of such reports,
and (iii) if material, appropriate pro forma financial information) and all
instructions and materials necessary to tender Securities pursuant to the Offer,
together with the information contained in clause (2).

          (2)  Not later than the date upon which written notice of an Offer is
delivered to the Trustee as provided above, the Company shall deliver to the
Trustee an Officers' Certificate as to (i) the amount of the Offer (the "Offer
                                                                         -----
Amount"), including information as to any other Senior Subordinated Indebtedness
------
included in the Offer, (ii) the allocation of the Net Available Cash from the
Asset Dispositions pursuant to which such Offer is being made and (iii) the
compliance of such allocation with the provisions of Section 4.06(a) and (b).
On such date, the Company shall also irrevocably deposit with the Trustee or
with a paying agent (or, if the Company is acting as its own paying agent,
segregate and hold in trust) in Temporary Cash Investments, maturing on the last
day prior to the Purchase Date or on the Purchase Date if funds are immediately
available by open of business, an amount equal to the Offer Amount to be held
for payment in accordance with the provisions of this Section.  If the Offer
includes other Senior Subordinated Indebtedness, the deposit described in the
preceding sentence may be made with any other paying agent pursuant to
arrangements satisfactory to the Trustee.  Upon the expiration of the period for
which the Offer remains open (the "Offer Period"), the Company shall deliver to
                                   ------------
the Trustee for cancellation the Securities or portions thereof which have been
properly tendered to and are to be accepted by the Company.  The Trustee shall,
on the Purchase Date, mail or deliver payment to each tendering Holder in the
amount of the purchase price.  In the event that the aggregate purchase price of
the Securities delivered by the Company to the Trustee is less than the Offer
Amount, the Trustee shall deliver the excess to the Company immediately after
the expiration of the Offer Period for application in accordance with this
Section.

          (3)  Holders electing to have a Security purchased shall be required
to surrender the Security, with an appropriate form duly completed, to the
Company at the address specified in the notice at least three Business Days
prior to the Purchase Date.  Holders shall be entitled to withdraw their
election if the Trustee or the Company receives not later than one Business Day
prior to the Purchase Date, a
<PAGE>

                                                                              44

telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Security which was delivered for purchase by
the Holder and a statement that such Holder is withdrawing his election to have
such Security purchased. If the aggregate purchase price of Securities (and any
other Senior Subordinated Indebtedness) tendered pursuant to the Offer exceeds
the Net Available Cash allotted to their purchase, the Company shall select the
Securities and other Senior Subordinated Indebtedness to be purchased on a pro
rata basis but in round denominations, which in the case of the Securities will
be denominations of $1,000 principal amount or multiples thereof. Holders whose
Securities are purchased only in part shall be issued new Securities equal in
principal amount to the unpurchased portion of the Securities surrendered.

          (4)  At the time the Company delivers Securities to the Trustee which
are to be accepted for purchase, the Company shall also deliver an Officers'
Certificate stating that such Securities are to be accepted by the Company
pursuant to and in accordance with the terms of this Section 4.06.  A Security
shall be deemed to have been accepted for purchase at the time the Trustee,
directly or through an agent, mails or delivers payment therefor to the
surrendering Holder.

          (d)  The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
Section.  To the extent that the provisions of any securities laws or
regulations conflict with the provisions of this Section, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section by virtue thereof.

          SECTION 4.07.  Limitation on Affiliate Transactions.  (a)  The Company
                         -------------------------------------
shall not, and shall not permit any Restricted Subsidiary to, enter into or
permit to exist any transaction (including the purchase, sale, lease or exchange
of any property, employee compensation arrangements or the rendering of any
service) with any Affiliate of the Company (an "Affiliate Transaction") unless
                                                ---------------------
(i) the terms thereof are no less favorable to the Company or such Restricted
Subsidiary than those that could be obtained at the time of such transaction in
arm's-length dealings with a Person who is not such an Affiliate, (ii) if such
Affiliate Transaction involves an amount in excess of $5 million, the terms
thereof (1) are set forth in writing, (2) comply with clause (i) and (3) have
been approved by a majority of disinterested members of the Board of Directors
and (iii) if such Affiliate Transaction involves an amount in excess of $10
million, the terms thereof (A) comply with clause (ii) and (B) have been
determined by a nationally recognized investment banking firm to be fair, from a
<PAGE>

                                                                              45

financial standpoint, to the Company and or such Restricted Subsidiary, as the
case may be; provided, however, that no such opinion shall be required with
             --------  -------
respect to any Financing Disposition.

          (b)  The provisions of Section 4.07(a) shall not prohibit (i) any
Restricted Payment permitted to be paid pursuant to Section 4.04, (ii) any
issuance of securities, or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment arrangements, stock
options and stock ownership plans in the ordinary course of business and
approved by the Board of Directors, (iii) the grant of stock options or similar
rights to employees and directors of the Company in the ordinary course of
business pursuant to plans approved by the Board of Directors, (iv) loans or
advances to employees in the ordinary course of business of the Company or its
Restricted Subsidiaries, (v) fees, compensation or employee benefit arrangements
paid to and indemnity provided for the benefit of directors, officers or
employees of the Company or any Subsidiary in the ordinary course of business,
(vi) management fees or compensation paid to any CVC Investor; provided,
                                                               --------
however, that the amount of such fees and compensation payable to all CVC
-------
Investors in any twelve-month period shall not exceed $1.5 million in the
aggregate, (vii) the issuance or sale of any Capital Stock (other than
Disqualified Stock) of the Company or (viii) any Affiliate Transaction between
the Company and a Restricted Subsidiary or between Restricted Subsidiaries in
the ordinary course of business (so long as the other stockholders of any
participating Restricted Subsidiaries which are not Wholly Owned Restricted
Subsidiaries and are not themselves Affiliates of the Company).

          SECTION 4.08.  Limitation on the Sale or Issuance of Capital Stock of
                         ------------------------------------------------------
Restricted Subsidiaries.  The Company shall not (i) sell, pledge, hypothecate or
------------------------
otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary
(other than pledges of Capital Stock securing Indebtedness under clause (1) of
Section 4.03(b)), or (ii) permit any Restricted Subsidiary, directly or
indirectly, to issue or sell or otherwise dispose of any shares of its Capital
Stock other than (A) to the Company or a Wholly Owned Subsidiary, (B) directors'
qualifying shares, (C) if, immediately after giving effect to such issuance,
sale or other disposition, such Restricted Subsidiary would no longer constitute
a Restricted Subsidiary or (D) with respect to the common stock of any
Restricted Subsidiary, in a Public Equity Offering as a result of or after which
a Public Market exists; provided, however, that, in the case of clauses (C) and
                        --------  -------
(D), such issuance, sale or disposition or Public Equity Offering complies with
Section 4.06.  Upon any issuance or sale of Capital Stock pursuant to clause (C)
above and delivery of a supplemental indenture to the Trustee in accordance with
the terms of the Indenture, any such Restricted Subsidiary that is a Subsidiary
Guarantor shall
<PAGE>

                                                                              46

be released from all its obligations under its Subsidiary Guarantee.

          SECTION 4.09.  Change of Control.  (a)  Upon the occurrence of a
                         ------------------
Change of Control, each Holder shall have the right to require that the Company
repurchase such Holder's Securities at a purchase price in cash equal to 101% of
the principal amount thereof on the date of repurchase plus accrued and unpaid
interest, if any, to the date of repurchase (subject to the right of holders of
record on the relevant record date to receive interest on the relevant interest
payment date), in accordance with the terms contemplated in Section 4.09(b).  In
the event that at the time of such Change of Control the terms of the Senior
Indebtedness of the Company restrict or prohibit the repurchase of Securities
pursuant to this Section, then prior to the mailing of the notice to Holders
provided for in Section 4.09(b) below but in any event within 30 days following
any Change of Control, the Company shall (i) repay in full all such Senior
Indebtedness or offer to repay in full all such Senior Indebtedness and repay
such Senior Indebtedness of each lender who has accepted such offer or (ii)
obtain the requisite consent under the agreements governing such Senior
Indebtedness to permit the repurchase of the Securities as provided for in
Section 4.09(b).  The Company must first comply with the covenant described in
the preceding sentence before it will be required to purchase Securities in the
event of a Change of Control.

          (b)   Within 30 days following any Change of Control (but subject to
compliance with Section 4.09(e)), the Company shall mail a notice to each Holder
with a copy to the Trustee (the "Change of Control Offer") stating:
                                 -----------------------

          (1) that a Change of Control has occurred and that such Holder has the
     right to require the Company to repurchase such Holder's Securities at a
     purchase price in cash equal to 101% of the principal amount thereof plus
     accrued and unpaid interest, if any, to the date of repurchase (subject to
     the right of Holders of record on the relevant record date to receive
     interest on the relevant interest payment date);

          (2) that any Securities (or portions thereof) repurchased pursuant to
     the Change of Control Offer shall cease to accrue interest on the date of
     repurchase;

          (3) that any Securities (or portions thereof) not properly tendered
     shall continue to accrue interest;

          (4) the circumstances and relevant facts regarding such Change of
     Control (including relevant financial information);
<PAGE>

                                                                              47

          (5) the purchase date (which shall be no earlier than 30 days nor
     later than 60 days from the date such notice is mailed); and

          (6) the instructions determined by the Company, consistent with this
     Section, that a Holder must follow in order to have its Securities
     purchased.

          (c)  Holders electing to have a Security purchased will be required to
surrender the Security, with an appropriate form duly completed, to the Company
at the address specified in the notice at least three Business Days prior to the
purchase date.  Holders will be entitled to withdraw their election if the
Trustee or the Company receives not later than one Business Day prior to the
purchase date, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Security which was delivered
for purchase by the Holder and a statement that such Holder is withdrawing his
election to have such Security purchased.

          (d)  On the purchase date, all Securities purchased by the Company
under this Section shall be delivered by the Company to the Trustee for
cancellation, and the Company shall pay the purchase price plus accrued and
unpaid interest, if any, to the Holders entitled thereto.

          (e)  Notwithstanding the foregoing provisions of this Section, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Indenture applicable to a Change of Control Offer made by the Company and
purchases all Securities validly tendered and not withdrawn under such Change of
Control Offer.

          (f)  The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations  in connection with the repurchase of Securities pursuant to this
Section.  To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under this Section by virtue of its compliance
with such securities laws or regulations.

          SECTION 4.10.  Limitation on Liens.  The Company shall not, and shall
                         --------------------
not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit
to exist any Lien of any nature whatsoever on any property of the Company or any
Restricted Subsidiary (including Capital Stock of a Restricted Subsidiary),
whether owned at the Issue Date or thereafter acquired, which secures
Indebtedness that ranks pari passu with or subordinated to the Securities or the
Subsidiary Guaranty, as applicable, unless (i) if such Lien
<PAGE>

                                                                              48

secures Indebtedness that ranks pari passu with the Securities or the Subsidiary
Guaranty, as applicable, the Securities are secured on an equal and ratable
basis with the obligations so secured until such time as such obligation is no
longer secured by a Lien or (ii) if such Lien secures Indebtedness that is
subordinated to the Securities or the Subsidiary Guaranty, as applicable, such
Lien shall be subordinated to a Lien granted to the Securityholders in the same
collateral as that securing such Lien to the same extent as such subordinated
Indebtedness is subordinated to the Securities or the Subsidiary Guaranty, as
applicable.

          SECTION 4.11.  Compliance Certificate.  The Company shall deliver to
                         -----------------------
the Trustee within 120 days after the end of each fiscal year of the Company an
Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default and whether or not the signers know of any Default that
occurred during such period.  If they do, the certificate shall describe the
Default, its status and what action the Company is taking or proposes to take
with respect thereto.  The Company also shall comply with TIA (S) 314(a)(4).

          SECTION 4.12.  Further Instruments and Acts.  Upon request of the
                         -----------------------------
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

          SECTION 4.13.  Future Guarantors.  After the date of this Indenture,
                         ------------------
the Company shall cause each Domestic Restricted Subsidiary (other than each
such Subsidiary that is a party hereto) to execute and deliver to the Trustee a
supplemental indenture in the form of Exhibit B hereto pursuant to which such
Restricted Subsidiary shall Guarantee payment of the Securities as provided in
Section 11.07.


                                   ARTICLE 5

                               Successor Company
                               -----------------

          SECTION 5.01.  When Company May Merge or Transfer Assets.  The Company
                         ------------------------------------------
shall not consolidate with or merge with or into, or convey, transfer or lease,
in one transaction or a series of transactions, all or substantially all its
assets to, any Person, unless:

          (i) the resulting, surviving or transferee Person (the "Successor
                                                                  ---------
     Company") shall be a Person organized and existing under the laws of the
     -------
     United States of America, any State thereof or the District of Columbia and
     the Successor Company (if not the Company) shall expressly assume, by an
     indenture supplemental hereto, executed and delivered to the Trustee, in
     form
<PAGE>

                                                                              49

     satisfactory to the Trustee, all the obligations of the Company under the
     Securities and this Indenture;

          (ii)  immediately after giving effect to such transaction (and
     treating any Indebtedness which becomes an obligation of the Successor
     Company or any Subsidiary as a result of such transaction as having been
     Incurred by the Successor Company or such Subsidiary at the time of such
     transaction), no Default shall have occurred and be continuing;

          (iii) except in the case of a merger the sole purpose of which is to
     change the Company's jurisdiction of incorporation, immediately after
     giving effect to such transaction, the Successor Company would be able to
     Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a); and

          (iv)  the Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger or transfer and such supplemental indenture (if any)
     comply with this Indenture.

          Notwithstanding the foregoing clauses (ii) and (iii), any Restricted
Subsidiary may consolidate with, merge into or transfer all or part of its
properties and assets to the Company.

          The Successor Company shall be the successor to the Company and shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture, but the predecessor Company in the case of a
conveyance, transfer or lease shall not be released from the obligation to pay
the principal of and interest on the Securities.

          SECTION 5.02.  When a Subsidiary Guarantor May Merge or Transfer
                         -------------------------------------------------
Assets.  The Company shall not permit any Subsidiary Guarantor to consolidate
-------
with or merge with or into, or convey, transfer or lease, in one transaction or
series of transactions, all or substantially all of its assets to any Person
unless:

          (i)  the resulting, surviving or transferee Person (if not such
     Subsidiary) shall be a Person organized and existing under the laws of the
     jurisdiction under which such Subsidiary was organized or under the laws of
     the United States of America, or any State hereof or the District of
     Columbia, and such Person shall expressly assume, by supplemental
     indenture, in a form acceptable to the Trustee, all the obligations of such
     Subsidiary, if any, under its Subsidiary Guaranty;

          (ii) immediately after giving effect to such transaction or
     transactions on a pro forma basis (and treating any Indebtedness which
     becomes an obligation
<PAGE>

                                                                              50

     of the resulting, surviving or transferee Person as a result of such
     transaction as having been Incurred by such Person at the time of such
     transaction), no Default shall have occurred and be continuing; and

          (iii) the Company delivers to the Trustee an Officers' Certificate and
     an Opinion of Counsel, each stating that such consolidation, merger or
     transfer and such supplemental indenture, if any, complies with this
     Indenture;

provided, however, that the foregoing clauses (i) and (iii) shall not apply to
--------  -------
any transaction which constitutes an Asset Disposition if the Company has
complied with the applicable provisions of Section 4.06 with respect to such
Asset Disposition.


                                   ARTICLE 6

                             Defaults and Remedies
                             ---------------------

          SECTION 6.01.  Events of Default.  An "Event of Default" occurs if:
                         ------------------      ----------------

          (1) the Company defaults in any payment of interest on any Security
     when the same becomes due and payable, whether or not such payment shall be
     prohibited by Article 10, and such default continues for a period of 30
     days;

          (2) the Company defaults in the payment of the principal of any
     Security when the same becomes due and payable at its Stated Maturity, upon
     optional redemption, upon required repurchase, upon declaration or
     otherwise, whether or not such payment shall be prohibited by Article 10;

          (3) the Company fails to comply with Section 5.01;

          (4) the Company fails to comply with Section 4.02, 4.03, 4.04, 4.05,
     4.06, 4.07, 4.08, 4.09, 4.10 or 4.13 (other than a failure to purchase
     Securities when required under Section 4.06 or 4.09) and such failure
     continues for 30 days after the notice specified below;

          (5) the Company or any Subsidiary Guarantor fails to comply with any
     of its agreements in the Securities or this Indenture (other than those
     referred to in clause (1), (2), (3) or (4) above) and such failure
     continues for 30 days after the notice specified below;

          (6) Indebtedness of the Company or any Significant Subsidiary is not
     paid within any applicable grace period after final maturity or is
     accelerated by the holders thereof because of a default and the total
     amount of such Indebtedness unpaid or accelerated
<PAGE>

                                                                              51

     exceeds $10 million or its foreign currency equivalent at the time and such
     non-payment or acceleration continues for 10 days after the notice
     specified below;

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

                (A) commences a voluntary case;

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

                (C) consents to the appointment of a Custodian of it or for any
          substantial part of its property; or

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

     or takes any comparable action under any foreign laws relating to
     insolvency;

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

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

                (B) appoints a Custodian of the Company or any Significant
          Subsidiary or for any substantial part of its property;

                (C) orders the winding up or liquidation of the Company or any
          Significant Subsidiary; or

                (D) any similar relief is granted under any foreign laws;

     and in each such case the order or decree remains unstayed and in effect
     for 60 days;

          (9)  any judgment or decree for the payment of money in excess of $10
     million or its foreign currency equivalent at the time is entered against
     the Company or any Significant Subsidiary, remains outstanding for a period
     of 60 days following the entry of such judgment or decree and is not
     discharged, waived or the execution thereof stayed within 10 days after the
     notice specified below; or

          (10) a Subsidiary Guaranty ceases or otherwise fails to be in full
     force and effect (other than in accordance with the terms of such
     Subsidiary Guaranty) or a Subsidiary Guarantor denies or disaffirms its
     obligations under its Subsidiary Guaranty and such
<PAGE>

                                                                              52

     Default continues for a period of 10 days after the notice specified below.

          The foregoing will constitute Events of Default whatever the reason
for any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.

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

          A Default under clause (4), (5), (6) or (9) is not an Event of Default
until the Trustee or the Holders of at least 25% in principal amount of the
Securities notify the Company of the Default and the Company does not cure such
Default within the time specified after receipt of such notice.  Such notice
must specify the Default, demand that it be remedied and state that such notice
is a "Notice of Default" (and, if given by the Holders, a copy of such notice
shall also be given to the Trustee).

          The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any Event of Default under clause (3), (7) or (10) and any event which with the
giving of notice or the lapse of time would become an Event of Default under
clause (4), (5), (6), (8) or (9), its status and what action the Company is
taking or proposes to take with respect thereto.

          SECTION 6.02.  Acceleration.  If an Event of Default (other than an
                         -------------
Event of Default specified in Section 6.01(7) or (8) with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in principal amount of the Securities by notice to the
Company and the Trustee, may declare the principal of and accrued interest on
all the Securities to be due and payable.  Upon such a declaration, such
principal and interest shall be due and payable immediately.  If an Event of
Default specified in Section 6.01(7) or (8) with respect to the Company occurs,
the principal of and interest on all the Securities shall ipso facto become and
                                                          ---- -----
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Securityholders.  The Holders of a majority in principal
amount of the Securities by notice to the Trustee may rescind an acceleration
and its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of
acceleration.  No such
<PAGE>

                                                                              53

rescission shall affect any subsequent Default or impair any right consequent
thereto.

          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 of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

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

          SECTION 6.04.  Waiver of Past Defaults.  The Holders of a majority in
                         ------------------------
principal amount of the Securities by notice to the Trustee may waive an
existing Default and its consequences except (i) a Default in the payment of the
principal of or interest on a Security or (ii) a Default in respect of a
provision that under Section 9.02 cannot be amended without the consent of each
Securityholder affected.  When a Default is waived, it is deemed cured, but no
such waiver shall extend to any subsequent or other Default or impair any
consequent right.

          SECTION 6.05.  Control by Majority.  The Holders of a majority in
                         --------------------
principal amount of the Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee.  However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
           --------  -------
proper by the Trustee that is not inconsistent with such direction.  Prior to
taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses and expenses caused
by taking or not taking such action.

          SECTION 6.06.  Limitation on Suits.  A Securityholder may not pursue
                         --------------------
any remedy with respect to this Indenture or the Securities unless:

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

          (2) the Holders of at least 25% in principal amount of the Securities
     make a written request to the Trustee to pursue the remedy;
<PAGE>

                                                                              54

          (3) such Holder or Holders offer to the Trustee reasonable security or
     indemnity against any loss, liability or expense;

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

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

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

          SECTION 6.07.  Rights of Holders to Receive Payment.  Notwithstanding
                         -------------------------------------
any other provision of this Indenture, the right of any Holder to receive
payment of principal of and interest on the Securities held by such Holder, on
or after the respective due dates expressed in the Securities, 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(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount then due and owing (together with interest on any
unpaid interest to the extent lawful) and the amounts provided for in Section
7.07.

          SECTION 6.09.  Trustee May File Proofs of Claim.  The Trustee may file
                         ---------------------------------
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its creditors or
its property and, unless prohibited by law or applicable regulations, may vote
on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under Section
7.07.
<PAGE>

                                                                              55

          SECTION 6.10.  Priorities.  If the Trustee collects any money or
                         -----------
property pursuant to this Article 6, it shall pay out the money or property in
the following order:

          FIRST:  to the Trustee for amounts due under Section 7.07;

          SECOND: to holders of Senior Indebtedness of the Company to the
     extent required by Article 10;

          THIRD:  to Securityholders for amounts due and unpaid on the
     Securities for principal and interest, ratably, without preference or
     priority of any kind, according to the amounts due and payable on the
     Securities for principal and interest, respectively; and

          FOURTH: to the Company.

          The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section.  At least 15 days before such record
date, the Company shall mail to each Securityholder and the Trustee a notice
that states the record date, the payment date and amount to be paid.

          SECTION 6.11.  Undertaking for Costs.  In any suit for the enforcement
                         ----------------------
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, 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 pursuant to Section 6.07 or a suit by Holders of
more than 10% in principal amount of the Securities.

          SECTION 6.12.  Waiver of Stay or Extension Laws.  The Company (to the
                         ---------------------------------
extent it may lawfully do so) shall not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and shall not 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 had been enacted.
<PAGE>

                                                                              56

                                   ARTICLE 7

                                    Trustee
                                    -------

          SECTION 7.01.  Duties of Trustee.  (a)  If an Event of Default has
                         ------------------
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person's own affairs.

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

          (1) the Trustee undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture and no implied covenants or
     obligations shall be read into this Indenture against the Trustee; and

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture.  However,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they conform to the requirements of this Indenture (but need
     not confirm or investigate the accuracy of mathematical calculations or
     other facts stated therein).

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

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

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

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

          (d)  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)  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.
<PAGE>

                                                                              57

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

          (g)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

          (h)  Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

          SECTION 7.02.  Rights of Trustee.  (a)  The Trustee may conclusively
                         ------------------
rely on any document believed by it to be genuine and to have been signed or
presented by the proper person.  The Trustee need not investigate any fact or
matter stated in the document.

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

          (c)  The Trustee may act through 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 which it believes to be authorized or within its rights or
powers; provided, however, that the Trustee's conduct does not constitute wilful
       ---------  -------
misconduct or negligence.

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

          SECTION 7.03.  Individual Rights of Trustee.  The Trustee in its
                         -----------------------------
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee.  Any Paying Agent, Registrar, co-registrar
or co-paying agent may do the same with like rights.  However, the Trustee must
comply with Sections 7.10 and 7.11.
<PAGE>

                                                                              58

          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 Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement of the Company in the Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication.

          SECTION 7.05.  Notice of Defaults.  If a Default occurs and is
                         -------------------
continuing and if it is known to the Trustee, the Trustee shall mail to each
Securityholder notice of the Default within 90 days after it occurs or, if
later, within 30 days after the Trustee has actual knowledge thereof.  Except in
the case of a Default in payment of principal of or interest on any Security
(including payments pursuant to the mandatory redemption provisions of such
Security, if any), the Trustee may withhold the notice if and so long as the
Trustee in good faith determines that withholding the notice is in the interests
of Securityholders.

          SECTION 7.06.  Reports by Trustee to Holders.  As promptly as
                         ------------------------------
practicable after each May 15 beginning with the May 15 following the date of
this Indenture, and in any event prior to July 15 in each year, the Trustee
shall mail to each Securityholder a brief report dated as of such date that
complies with TIA (S) 313(a).  The Trustee also shall comply with TIA (S)
313(b).

          A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each stock exchange (if any) on which the
Securities are listed.  The Company agrees to notify promptly the Trustee
whenever the Securities become listed on any stock exchange and of any delisting
thereof.

          SECTION 7.07.  Compensation and Indemnity.  The Company shall pay to
                         ---------------------------
the Trustee promptly upon request from time to time reasonable compensation for
its services.  The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust.  The Company shall reimburse the
Trustee promptly upon request for all reasonable out-of-pocket expenses incurred
or made by it, including costs of collection, in addition to the compensation
for its services.  Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee's agents, counsel,
accountants and experts.  The Company shall indemnify the Trustee and any of its
officers, directors and employees (the "Indemnified Persons") against any and
                                        -------------------
all losses, claims, actions, suits, damages, expenses (including attorneys' fees
and expenses) and liabilities (including liabilities under state or federal
securities laws) incurred by such Indemnified Persons in connection with the
acceptance and administration of this trust and the performance of the Trustee's
duties hereunder, including the costs and expenses of defending
<PAGE>

                                                                              59

itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder or in connection with
enforcing this Section 7.07, except to the extent that any such loss, liability
or expense is attributable to its negligence or bad faith. The Trustee shall
notify the Company promptly of any claim for which any Indemnified Person 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 Indemnified Person may have separate counsel and the Company shall
pay the fees and expenses of such counsel. The Company need not reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Indemnified Person through the Indemnified Person's own wilful misconduct,
negligence or bad faith. The Company need not pay for any settlement made by the
Indemnified Person without the Company's consent, such consent not to be
unreasonably withheld.

          To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Securities.

          The Company's payment obligations pursuant to this Section shall
survive the discharge of this Indenture.  When the Trustee incurs expenses after
the occurrence of a Default specified in Section 6.01(7) or (8) with respect to
the Company, the expenses are intended to constitute expenses of administration
under the Bankruptcy Law.

          SECTION 7.08.  Replacement of Trustee.  The Trustee may resign at any
                         -----------------------
time by so notifying the Company.  The Holders of a majority in principal amount
of the Securities may remove the Trustee by so notifying the Trustee and may
appoint a successor Trustee.  The Company shall remove the Trustee if:

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

          (2) the Trustee is adjudged bankrupt or insolvent;

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

          (4) the Trustee otherwise becomes incapable of acting.

          If the Trustee resigns, is removed by the Company or by the Holders of
a majority in principal amount of the Securities and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee.
<PAGE>

                                                                              60

          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 Securityholders.  The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07.

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

          If the Trustee fails to comply with Section 7.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

          Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 7.07 shall continue for the
benefit of the retiring Trustee.

          SECTION 7.09.  Successor Trustee by Merger.  If the Trustee
                         ----------------------------
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

          In case at the time such successor or successors by merger, conversion
or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Securities shall have been authenticated but not delivered,
any such successor to the Trustee may adopt the certificate of authentication of
any predecessor trustee, and deliver such Securities so authenticated; and in
case at that time any of the Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor to the Trustee; and in
all such cases such certificates shall have the full force which it is anywhere
in the Securities or in this Indenture provided that the certificate of the
Trustee shall have.

          SECTION 7.10.  Eligibility; Disqualification.  The Trustee shall at
                         ------------------------------
all times satisfy the requirements of TIA (S) 310(a).  The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition.  The Trustee shall comply with TIA
(S) 310(b); provided, however, that there shall be excluded from the operation
            --------  -------
of TIA (S) 310(b)(1) any indenture or indentures under which other securities or
certificates of interest or
<PAGE>

                                                                              61

participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA (S) 310(b)(1) are met.

          SECTION 7.11.  Preferential Collection of Claims Against Company.  The
                         --------------------------------------------------
Trustee shall comply with TIA (S) 311(a), excluding any creditor relationship
listed in TIA (S) 311(b).  A Trustee who has resigned or been removed shall be
subject to TIA (S) 311(a) to the extent indicated.


                                   ARTICLE 8

                       Discharge of Indenture; Defeasance
                       ----------------------------------

          SECTION 8.01.  Discharge of Liability on Securities; Defeasance.  (a)
                         -------------------------------------------------
When (i) the Company delivers to the Trustee all outstanding Securities (other
than Securities replaced pursuant to Section 2.07) for cancellation or (ii) all
outstanding Securities have become due and payable, whether at maturity or as a
result of the mailing of a notice of redemption pursuant to Article 3 hereof and
the Company irrevocably deposits with the Trustee funds sufficient to pay at
maturity or upon redemption all outstanding Securities, including interest
thereon to maturity or such redemption date (other than Securities replaced
pursuant to Section 2.07), and if in either case the Company pays all other sums
payable hereunder by the Company, then this Indenture shall, subject to Sections
8.01(c), cease to be of further effect.  The Trustee shall acknowledge
satisfaction and discharge of this Indenture on demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel and at the
cost and expense of the Company.

          (b)  Subject to Sections 8.01(c) and 8.02, the Company at any time may
terminate (i) all its obligations under the Securities and this Indenture
("legal defeasance option") or (ii) its obligations under Sections 4.02, 4.03,
-------------------------
4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10 and 4.13 and the operation of Sections
6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections
6.01(7) and (8), with respect only to Significant Subsidiaries) ("covenant
                                                                  --------
defeasance option") or contained in Section 5.01(iii).  The Company may exercise
-----------------
its legal defeasance option notwithstanding its prior exercise of its covenant
defeasance option.

          If the Company exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default.  If the
Company exercises its covenant defeasance option, payment of the Securities may
not be accelerated because of an Event of Default specified in Sections 6.01(4),
6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(7) and
(8), with respect only to Significant Subsidiaries) or because of the failure of
the Company to comply with Section 5.01(iii).  If the Company exercises its
legal defeasance option or its
<PAGE>

                                                                              62

covenant defeasance option, each Subsidiary Guarantor, if any, shall be released
from all its obligations under its Subsidiary Guaranty.

          Upon satisfaction of the conditions set forth herein and upon request
of the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

          (c)  Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07, 7.08 and this
Article 8 shall survive until the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall
survive.

          SECTION 8.02.  Conditions to Defeasance.  The Company may exercise its
                         -------------------------
legal defeasance option or its covenant defeasance option only if:

          (1) the Company irrevocably deposits in trust with the Trustee money
     or U.S. Government Obligations for the payment of principal of and interest
     on the Securities to maturity or redemption, as the case may be;

          (2) the Company delivers to the Trustee a certificate from a
     nationally recognized firm of independent accountants expressing their
     opinion that the payments of principal and interest when due and without
     reinvestment on the deposited U.S. Government Obligations plus any
     deposited money without investment will provide cash at such times and in
     such amounts as will be sufficient to pay principal and interest when due
     on all the Securities to maturity or redemption, as the case may be;

          (3) 123 days pass after the deposit is made and during the 123-day
     period no Default specified in Sections 6.01(7) or (8) with respect to the
     Company occurs which is continuing at the end of the period;

          (4) the deposit does not constitute a default under any other
     agreement binding on the Company and is not prohibited by Article 10;

          (5) the Company delivers to the Trustee an Opinion of Counsel to the
     effect that the trust resulting from the deposit does not constitute, or is
     qualified as, a regulated investment company under the Investment Company
     Act of 1940;

          (6) in the case of the legal defeasance option, the Company shall have
     delivered to the Trustee an Opinion of Counsel stating that (i) the Company
     has received from, or there has been published by, the Internal Revenue
     Service a ruling, or (ii) since the date of this Indenture there has been a
     change in the
<PAGE>

                                                                              63

     applicable Federal income tax law, in either case to the effect that, and
     based thereon such Opinion of Counsel shall confirm that, the
     Securityholders will not recognize income, gain or loss for Federal income
     tax purposes as a result of such defeasance and will be subject to Federal
     income tax on the same amounts, in the same manner and at the same times as
     would have been the case if such defeasance had not occurred;

          (7) in the case of the covenant defeasance option, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Securityholders 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; and

          (8) the Company delivers to the Trustee an Officers' Certificate and
     an Opinion of Counsel, each stating that all conditions precedent to the
     defeasance and discharge of the Securities as contemplated by this Article
     8 have been complied with.

          Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3.

          SECTION 8.03.  Application of Trust Money.  The Trustee shall hold in
                         ---------------------------
trust money or U.S. Government Obligations deposited with it pursuant to this
Article 8.  It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest on the Securities.  Money
and securities so held in trust are not subject to Article 10.

          SECTION 8.04.  Repayment to Company.  The Trustee and the Paying Agent
                         ---------------------
shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

          Subject to any applicable abandoned property law, the Trustee and the
Paying Agent shall pay to the Company upon request any money held by them for
the payment of principal or interest that remains unclaimed for two years, and,
thereafter, Securityholders entitled to the money must look to the Company for
payment as general creditors.

          SECTION 8.05.  Indemnity for Government Obligations.  The Company
                         -------------------------------------
shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the
principal and interest received on such U.S. Government Obligations.
<PAGE>

                                                                              64

          SECTION 8.06.  Reinstatement.  If the Trustee or Paying Agent is
                         --------------
unable to apply any money or U.S. Government Obligations in accordance with this
Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 8 until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article 8;  provided, however, that, if the
                                               ---------  -------
Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.


                                   ARTICLE 9

                                   Amendments
                                   ----------

          SECTION 9.01.  Without Consent of Holders.  The Company, the
                         --------------------------
Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities
without notice to or consent of any Securityholder:

          (1) to cure any ambiguity, omission, defect or inconsistency;

          (2) to comply with Article 5;

          (3) to provide for uncertificated Securities in addition to or in
     place of certificated Securities; provided, however, that the
                                       --------  -------
     uncertificated Securities are issued in registered form for purposes of
     Section 163(f) of the Code or in a manner such that the uncertificated
     Securities are described in Section 163(f)(2)(B) of the Code;

          (4) to make any change in Article 10 or Article 12 that would limit or
     terminate the benefits available to any holder of Senior Indebtedness of
     the Company or any Subsidiary Guarantor (or Representatives therefor) under
     Article 10 or Article 12, respectively;

          (5) to add further Guarantees with respect to the Securities or to
     release Subsidiary Guarantors when permitted by the terms hereof, or to
     secure the Securities;

          (6) to add to the covenants of the Company for the benefit of the
     Holders or to surrender any right or power herein conferred upon the
     Company;
<PAGE>

                                                                              65

          (7) to comply with any requirements of the SEC in connection with
     qualifying, or maintaining the qualification of, this Indenture under the
     TIA; or

          (8) to make any change that does not adversely affect the rights of
     any Securityholder.

          An amendment under this Section may not make any change that adversely
affects the rights under Article 10 or Article 12 of any holder of Senior
Indebtedness of the Company or any Subsidiary Guarantor then outstanding unless
the holders of such Senior Indebtedness (or any group or representative thereof
authorized to give a consent) consent to such change.

          After an amendment under this Section becomes effective, the Company
shall mail to Securityholders a notice briefly describing such amendment.  The
failure to give such notice to all Securityholders, or any defect therein, shall
not impair or affect the validity of an amendment under this Section.

          SECTION 9.02.  With Consent of Holders.  The Company, the Subsidiary
                         ------------------------
Guarantors and the Trustee may amend this Indenture or the Securities without
notice to any Securityholder but with the written consent of the Holders of at
least a majority in principal amount of the Securities.  However, without the
consent of each Securityholder affected thereby, an amendment may not:

          (1) reduce the amount of Securities whose Holders must consent to an
     amendment;
          (2) reduce the rate of or extend the time for payment of interest on
     any Security;

          (3) reduce the principal of or extend the Stated Maturity of any
     Security;

          (4) reduce the amount payable upon the redemption of any Security or
     change the time at which any Security may be redeemed in accordance with
     Article 3;

          (5) make any Security payable in money other than that stated in the
     Security;

          (6) make any change in Article 10 or Article 12 that adversely affects
     the rights of any Securityholder under Article 10 or Article 12;

          (7) impair the right of any Holder to institute suit for enforcement
     of any payment on or with respect to such Holder's Securities or any
     Subsidiary Guaranty;

          (8) make any change in Section 6.04 or 6.07 or the second sentence of
     this Section; or
<PAGE>

                                                                              66

          (9) make any change in any Subsidiary Guaranty that would adversely
     affect the Securityholders.

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

          An amendment under this Section may not make any change that adversely
affects the rights under Article 10 or Article 12 of any holder of Senior
Indebtedness of the Company or any Subsidiary Guarantor then outstanding unless
the holders of such Senior Indebtedness (or any group or representative thereof
authorized to give a consent) consent to such change.

          After an amendment under this Section becomes effective, the Company
shall mail to Securityholders a notice briefly describing such amendment.  The
failure to give such notice to all Securityholders, or any defect therein, shall
not impair or affect the validity of an amendment under this Section.

          SECTION 9.03.  Compliance with Trust Indenture Act.  Every amendment
                         ------------------------------------
to this Indenture or the Securities shall comply with the TIA as then in effect.

          SECTION 9.04.  Revocation and Effect of Consents and Waivers.  A
                         ----------------------------------------------
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security.  However, any
such Holder or subsequent Holder may revoke the consent or waiver as to such
Holder's Security or portion of the Security if the Trustee receives the notice
of revocation before the date the amendment or waiver becomes effective.  After
an amendment or waiver becomes effective, it shall bind every Securityholder.
An amendment or waiver becomes effective upon the execution of such amendment or
waiver by the Trustee.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Securityholders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture.  If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Securityholders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date.  No such consent shall be valid or effective for more than 120
days after such record date.
<PAGE>

                                                                              67

          SECTION 9.05.  Notation on or Exchange of Securities.  If an amendment
                         --------------------------------------
changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee.  The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder.  Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms.  Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

          SECTION 9.06.  Trustee To Sign Amendments.  The Trustee shall sign any
                         ---------------------------
amendment authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it.  In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture.

          SECTION 9.07.  Payment for Consent.  Neither the Company nor any
                         --------------------
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.


                                   ARTICLE 10

                                 Subordination
                                 -------------

          SECTION 10.01. Agreement To Subordinate.  The Company agrees, and
                         -------------------------
each Securityholder by accepting a Security agrees, that the Indebtedness
evidenced by the Securities is subordinated in right of payment, to the extent
and in the manner provided in this Article 10, to the prior payment of all
Senior Indebtedness of the Company and that the subordination is for the benefit
of and enforceable by the holders of such Senior Indebtedness.  The Securities
shall in all respects rank pari passu with all other Senior Subordinated
                           ---- -----
Indebtedness of the Company and only Indebtedness of the Company which is Senior
Indebtedness shall rank senior to the Securities in accordance with the
provisions set forth herein.  All provisions of this Article 10 shall be subject
to Section 10.12.
<PAGE>

                                                                              68

          SECTION 10.02.  Liquidation, Dissolution, Bankruptcy.  Upon any
                          -------------------------------------
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or a total or partial dissolution of the Company or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property:

          (1) holders of Senior Indebtedness of the Company shall be entitled to
     receive payment in full in cash of such Senior Indebtedness before
     Securityholders shall be entitled to receive any payment of principal of or
     interest on the Securities; and

          (2) until such Senior Indebtedness is paid in full in cash, any
     payment or distribution to which Securityholders would be entitled but for
     this Article 10 shall be made to holders of such Senior Indebtedness as
     their interests may appear, except that Securityholders may receive shares
     of stock and any debt securities that are subordinated to such Senior
     Indebtedness to at least the same extent as the Securities.

          SECTION 10.03.  Default on Senior Indebtedness.  The Company may not
                          -------------------------------
pay the principal of or interest on the Securities or make any deposit pursuant
to Section 8.01 and may not repurchase, redeem or otherwise retire any
Securities (collectively, "pay the Securities") if (i) any Senior Indebtedness
                           ------------------
of the Company is not paid in full in cash when due or (ii) any other default on
Senior Indebtedness of the Company occurs and the maturity of such Senior
Indebtedness is accelerated in accordance with its terms unless, in either case,
(x) the default has been cured or waived and any such acceleration has been
rescinded or (y) such Senior Indebtedness has been paid in full in cash;
provided, however, that the Company may pay the Securities without regard to the
--------  -------
foregoing if the Company and the Trustee receive written notice approving such
payment from the Representative of all Senior Indebtedness with respect to which
such default has occurred and is continuing.  During the continuance of any
default (other than a default described in clause (i) or (ii) of the preceding
sentence) with respect to any Designated Senior Indebtedness pursuant to which
the maturity thereof may be accelerated immediately without further notice
(except such notice as may be required to effect such acceleration) or the
expiration of any applicable grace periods, the Company may not pay the
Securities for a period (a "Payment Blockage Period") commencing upon the
                            -----------------------
receipt by the Company and the Trustee of written notice (a "Blockage Notice")
                                                             ---------------
of such default from the Representative of such Designated Senior Indebtedness
specifying an election to effect a Payment Blockage Period and ending 179 days
thereafter (or earlier if such Payment Blockage Period is terminated (i) by
written notice to the Trustee and the Company from the Person or Persons who
gave such Blockage Notice, (ii) because the default giving rise to such Blockage
Notice is cured, waived or otherwise no
<PAGE>

                                                                              69

longer continuing or (iii) because such Designated Senior Indebtedness has been
discharged or repaid in full in cash). Notwithstanding the provisions described
in the immediately preceding sentence (but subject to the provisions contained
in the first sentence of this Section), unless the holders of such Designated
Senior Indebtedness or the Representative of such holders shall have accelerated
the maturity of such Designated Senior Indebtedness, the Company may resume
payments on the Securities after such Payment Blockage Period. Not more than one
Blockage Notice may be given in any consecutive 360-day period, irrespective of
the number of defaults with respect to Designated Senior Indebtedness during
such period.

          SECTION 10.04.  Acceleration of Payment of Securities.  If payment of
                          --------------------------------------
the Securities is accelerated because of an Event of Default, the Company or the
Trustee shall promptly notify the holders of the Designated Senior Indebtedness
(or their Representatives) of the acceleration.

          SECTION 10.05.  When Distribution Must Be Paid Over.  If a
                          ------------------------------------
distribution is made to Securityholders that because of this Article 10 should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of Senior Indebtedness of the Company and pay
it over to them as their interests may appear.

          SECTION 10.06.  Subrogation.  After all Senior Indebtedness of the
                          ------------
Company is paid in full and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of such Senior
Indebtedness to receive distributions applicable to such Senior Indebtedness.  A
distribution made under this Article 10 to holders of such Senior Indebtedness
which otherwise would have been made to Securityholders is not, as between the
Company and Securityholders, a payment by the Company on such Senior
Indebtedness.

          SECTION 10.07.  Relative Rights.  This Article 10 defines the relative
                          ----------------
rights of Securityholders and holders of Senior Indebtedness of the Company.
Nothing in this Indenture shall:

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

          (2) prevent the Trustee or any Securityholder from exercising its
     available remedies upon a Default, subject to the rights of holders of
     Senior Indebtedness of the Company to receive distributions otherwise
     payable to Securityholders.
<PAGE>

                                                                              70

          SECTION 10.08.  Subordination May Not Be Impaired by Company.  No
                          ---------------------------------------------
right of any holder of Senior Indebtedness of the Company to enforce the
subordination of the Indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or by its failure to comply with
this Indenture.

          SECTION 10.09.  Rights of Trustee and Paying Agent.  Notwithstanding
                          -----------------------------------
Section 10.03, the Trustee or Paying Agent may continue to make payments on the
Securities and shall not be charged with knowledge of the existence of facts
that would prohibit the making of any such payments unless, not less than two
Business Days prior to the date of such payment, a Trust Officer of the Trustee
receives notice satisfactory to it that payments may not be made under this
Article 10.  The Company, the Registrar or co-registrar, the Paying Agent, a
Representative or a holder of Senior Indebtedness may give the notice; provided,
                                                                       --------
however, that, if an issue of Senior Indebtedness of the Company has a
-------
Representative, only the Representative may give the notice.

          The Trustee in its individual or any other capacity may hold Senior
Indebtedness of the Company with the same rights it would have if it were not
Trustee.  The Registrar and co-registrar and the Paying Agent may do the same
with like rights.  The Trustee shall be entitled to all the rights set forth in
this Article 10 with respect to any Senior Indebtedness of the Company which may
at any time be held by it, to the same extent as any other holder of such Senior
Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its
rights as such holder.  Nothing in this Article 10 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.07.

          SECTION 10.10.  Distribution or Notice to Representative.  Whenever a
                          -----------------------------------------
distribution is to be made or a notice given to holders of Senior Indebtedness
of the Company, the distribution may be made and the notice given to their
Representative (if any).

          SECTION 10.11.  Article 10 Not To Prevent Events of Default or Limit
                          ----------------------------------------------------
Right To Accelerate.  The failure to make a payment pursuant to the Securities
--------------------
by reason of any provision in this Article 10 shall not be construed as
preventing the occurrence of a Default.  Nothing in this Article 10 shall have
any effect on the right of the Securityholders or the Trustee to accelerate the
maturity of the Securities.

          SECTION 10.12.  Trust Moneys Not Subordinated.  Notwithstanding
                          ------------------------------
anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article 8 by the Trustee for
the payment of principal of and interest on the Securities shall not be
subordinated to the prior payment of any Senior Indebtedness or subject to the
restrictions set forth in this Article 10, and none of the Securityholders shall
be
<PAGE>

                                                                              71

obligated to pay over any such amount to the Company or any holder of Senior
Indebtedness of the Company or any other creditor of the Company.

          SECTION 10.13.  Trustee Entitled To Rely.  Upon any payment or
                          -------------------------
distribution pursuant to this Article 10, the Trustee and the Securityholders
shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 10.02
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Securityholders or (iii) upon the Representatives for the holders of Senior
Indebtedness of the Company for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of such Senior
Indebtedness 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.  In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness of the Company to participate
in any payment or distribution pursuant to this Article 10, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and other facts pertinent to the rights of such Person under this
Article 10, and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.  The provisions of Sections 7.01 and 7.02 shall
be applicable to all actions or omissions of actions by the Trustee pursuant to
this Article 10.

          SECTION 10.14.  Trustee To Effectuate Subordination.  Each
                          ------------------------------------
Securityholder by accepting a Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Securityholders and the holders of
Senior Indebtedness of the Company as provided in this Article 10 and appoints
the Trustee as attorney-in-fact for any and all such purposes.

          SECTION 10.15.  Trustee Not Fiduciary for Holders of Senior
                          -------------------------------------------
Indebtedness.  The Trustee shall not be deemed to owe any fiduciary duty to the
-------------
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall mistakenly pay over or distribute to Securityholders or the Company or any
other Person, money or assets to which any holders of Senior Indebtedness of the
Company shall be entitled by virtue of this Article 10 or otherwise.

          SECTION 10.16.  Reliance by Holders of Senior Indebtedness on
                          ---------------------------------------------
Subordination Provisions.  Each
-------------------------
<PAGE>

                                                                              72

Securityholder by accepting a Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness of the Company,
whether such Senior Indebtedness was created or acquired before or after the
issuance of the Securities, to acquire and continue to hold, or to continue to
hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall
be deemed conclusively to have relied on such subordination provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness.

                                   ARTICLE 11

                             Subsidiary Guaranties
                             ---------------------

          SECTION 11.01.  Guaranties.  Each Subsidiary Guarantor hereby
                          -----------
unconditionally and irrevocably guarantees, jointly and severally, to each
Holder and to the Trustee and its successors and assigns (a) the full and
punctual payment of principal of and interest on the Securities when due,
whether at maturity, by acceleration, by redemption or otherwise, and all other
monetary obligations of the Company under this Indenture and the Securities and
(b) the full and punctual performance within applicable grace periods of all
other obligations of the Company under this Indenture and the Securities (all
the foregoing being hereinafter collectively called the "Obligations").  Each
                                                         -----------
Subsidiary Guarantor further agrees that the Obligations may be extended or
renewed, in whole or in part, without notice or further assent from such
Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under
this Article 11 notwithstanding any extension or renewal of any Obligation.

          Each Subsidiary Guarantor waives presentation to, demand of, payment
from and protest to the Company of any of the Obligations and also waives notice
of protest for nonpayment.  Each Subsidiary Guarantor waives notice of any
default under the Securities or the Obligations.  The obligations of each
Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any right or
remedy against the Company or any other Person under this Indenture, the
Securities or any other agreement or otherwise; (b) any extension or renewal of
any thereof; (c) any rescission, waiver, amendment or modification of any of the
terms or provisions of this Indenture, the Securities or any other agreement;
(d) the release of any security held by any Holder or the Trustee for the
Obligations or any of them; (e) the failure of any Holder or the Trustee to
exercise any right or remedy against any other guarantor of the Obligations; or
(f) any change in the ownership of such Subsidiary Guarantor.

          Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty
herein constitutes a guarantee of
<PAGE>

                                                                              73

payment, performance and compliance when due (and not a guarantee of collection)
and waives any right to require that any resort be had by any Holder or the
Trustee to any security held for payment of the Obligations.

          Each Subsidiary Guaranty is, to the extent and in the manner set forth
in Article 12, subordinated and subject in right of payment to the prior payment
in full of the principal of and premium, if any, and interest on all Senior
Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and
each Subsidiary Guaranty is made subject to such provisions of this Indenture.

          Except as expressly set forth in Sections 8.01(b), 11.02 and 11.06,
the obligations of each Subsidiary Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, including
any claim of waiver, release, surrender, alteration or compromise, and shall not
be subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
Obligations or otherwise.  Without limiting the generality of the foregoing, the
obligations of each Subsidiary Guarantor herein shall not be discharged or
impaired or otherwise affected by the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any remedy under this Indenture, the
Securities or any other agreement, by any waiver or modification of any thereof,
by any default, failure or delay, willful or otherwise, in the performance of
the obligations, or by any other act or thing or omission or delay to do any
other act or thing which may or might in any manner or to any extent vary the
risk of such Subsidiary Guarantor or would otherwise operate as a discharge of
such Subsidiary Guarantor as a matter of law or equity.

          Each Subsidiary Guarantor further agrees that its Guarantee herein
shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of principal of or interest on any Obligation
is rescinded or must otherwise be restored by any Holder or the Trustee upon the
bankruptcy or reorganization of the Company or otherwise.

          In furtherance of the foregoing and not in limitation of any other
right which any Holder or the Trustee has at law or in equity against any
Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay
the principal of or interest on any Obligation when and as the same shall become
due, whether at maturity, by acceleration, by redemption or otherwise, or to
perform or comply with any other Obligation, each Subsidiary Guarantor hereby
promises to and will, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal
to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid
interest on such Obligations (but only to the extent
<PAGE>

                                                                              74

not prohibited by law) and (iii) all other monetary Obligations of the Company
to the Holders and the Trustee.

          Each Subsidiary Guarantor agrees that it shall not be entitled to any
right of subrogation in respect of any Obligations guaranteed hereby until
payment in full of all Obligations and all obligations to which the Obligations
are subordinated as provided in Article 12.  Each Subsidiary Guarantor further
agrees that, as between it, on the one hand, and the Holders and the Trustee, on
the other hand, (x) the maturity of the Obligations Guaranteed hereby may be
accelerated as provided in Article 6 for the purposes of such Subsidiary
Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6, such Obligations (whether or not due
and payable) shall forthwith become due and payable by such Subsidiary Guarantor
for the purposes of this Section.

          Each Subsidiary Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under this Section.

          SECTION 11.02.  Limitation on Liability.  Any term or provision of
                          ------------------------
this Indenture to the contrary notwithstanding, the maximum, aggregate amount of
the obligations guaranteed hereunder by any Subsidiary Guarantor shall not
exceed the maximum amount that can be hereby guaranteed without rendering this
Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.

          SECTION 11.03.  Successors and Assigns.  This Article 11 shall be
                          -----------------------
binding upon each Subsidiary Guarantor and its successors and assigns and shall
enure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges conferred upon that party in this
Indenture and in the Securities shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions of this
Indenture.

          SECTION 11.04.  No Waiver.  Neither a failure nor a delay on the part
                          ----------
of either the Trustee or the Holders in exercising any right, power or privilege
under this Article 11 shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege.  The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have
<PAGE>

                                                                              75

under this Article 11 at law, in equity, by statute or otherwise.

          SECTION 11.05.  Modification.  No modification, amendment or waiver of
                          -------------
any provision of this Article 11, nor the consent to any departure by any
Subsidiary Guarantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.  No notice to or demand on any Subsidiary Guarantor in any case shall
entitle such Subsidiary Guarantor to any other or further notice or demand in
the same, similar or other circumstances.

          SECTION 11.06.  Release of Subsidiary Guarantor.  This Subsidiary
                          --------------------------------
Guaranty as to any Subsidiary Guarantor shall terminate and be of no further
force or effect (i) upon the sale or other disposition (including by way of
consolidation or merger) of such Subsidiary Guarantor or (ii) upon the sale or
disposition of all or substantially all of the assets of such Subsidiary
Guarantor, in each case other than to the Company or a Restricted Subsidiary;
provided, however, that such sale or transfer shall be deemed to constitute an
--------  -------
Asset Disposition and the Company shall comply with all applicable provisions of
Section 4.06 with respect to such Asset Disposition.

          SECTION 11.07.  Execution of Supplemental Indenture for Future
                          ----------------------------------------------
Subsidiary Guarantors.  Each Subsidiary which is required to become a Subsidiary
----------------------
Guarantor pursuant to Section 4.13 shall promptly execute and deliver to the
Trustee a supplemental indenture in the form of Exhibit B hereto pursuant to
which such Subsidiary shall become a Subsidiary Guarantor under this Article 11
and shall guarantee the Obligations.  Concurrently with the execution and
delivery of such supplemental indenture, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that such supplemental indenture has
been duly authorized, executed and delivered by such Subsidiary and that,
subject to the application of bankruptcy, insolvency, moratorium, fraudulent
conveyance or transfer and other similar laws relating to creditors' rights
generally and to the principles of equity, whether considered in a proceeding at
law or in equity, the Subsidiary Guaranty of such Subsidiary Guarantor is a
legal, valid and binding obligation of such Subsidiary Guarantor, enforceable
against such Subsidiary Guarantor in accordance with its terms.
<PAGE>

                                                                              76

                                   ARTICLE 12

                     Subordination of Subsidiary Guaranties
                     --------------------------------------

          SECTION 12.01.  Agreement To Subordinate.  Each Subsidiary Guarantor
                          -------------------------
agrees, and each Securityholder by accepting a Security agrees, that the
Obligations of such Subsidiary Guarantor are subordinated in right of payment,
to the extent and in the manner provided in this Article 12, to the prior
payment of all Senior Indebtedness of such Subsidiary Guarantor and that the
subordination is for the benefit of and enforceable by the holders of such
Senior Indebtedness.  The Obligations of a Subsidiary Guarantor shall in all
respects rank pari passu with all other Senior Subordinated Indebtedness of such
              ---- -----
Subsidiary Guarantor and only Senior Indebtedness of such Subsidiary Guarantor
(including such Subsidiary Guarantor's Guarantee of Senior Indebtedness of the
Company) shall rank senior to the Obligations of such Subsidiary Guarantor in
accordance with the provisions set forth herein.

          SECTION 12.02.  Liquidation, Dissolution, Bankruptcy.  Upon any
                          -------------------------------------
payment or distribution of the assets of any Subsidiary Guarantor to creditors
upon a total or partial liquidation or a total or partial dissolution of such
Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to such Subsidiary Guarantor or its
property:

          (1) holders of Senior Indebtedness of such Subsidiary Guarantor shall
     be entitled to receive payment in full of such Senior Indebtedness in cash
     or cash equivalents before Securityholders shall be entitled to receive any
     payment pursuant to any Obligations of such Subsidiary Guarantor; and

          (2) until the Senior Indebtedness of any Subsidiary Guarantor is paid
     in full in cash or cash equivalents, any distribution to which
     Securityholders would be entitled but for this Article 12 shall be made to
     holders of such Senior Indebtedness as their interests may appear, except
     that Securityholders may receive shares of stock and any debt securities of
     such Subsidiary Guarantor that are subordinated to Senior Indebtedness, and
     to any debt securities received by holders of Senior Indebtedness, of such
     Subsidiary Guarantor to at least the same extent as the Obligations of such
     Subsidiary Guarantor are subordinated to Senior Indebtedness of such
     Subsidiary Guarantor.

          SECTION 12.03.  Default on Senior Indebtedness of Subsidiary
                          --------------------------------------------
Guarantor.  No Subsidiary Guarantor may make any payment pursuant to any of its
----------
Obligations or repurchase, redeem or otherwise retire or defease any Securities
or other Obligations (collectively, "pay its Subsidiary
                                     ------------------
<PAGE>

                                                                              77

Guaranty") if (i) any Designated Senior Indebtedness of the Company is not paid
--------
in full in cash when due or (ii) any other default on Designated Senior
Indebtedness of the Company occurs and the maturity of such Designated Senior
Indebtedness is accelerated in accordance with its terms unless, in either case,
(x) the default has been cured or waived and any such acceleration has been
rescinded or (y) such Designated Senior Indebtedness has been paid in full in
cash; provided, however, that any Subsidiary Guarantor may pay its Subsidiary
      --------  -------
Guaranty without regard to the foregoing if such Subsidiary Guarantor and the
Trustee receive written notice approving such payment from the Representatives
of the Designated Senior Indebtedness. No Subsidiary Guarantor may pay its
Subsidiary Guaranty during the continuance of any Payment Blockage Period after
receipt by the Company and the Trustee of a Payment Notice under Section 10.03.
Notwithstanding the provisions described in the immediately preceding sentence
(but subject to the provisions contained in the first sentence of this Section),
unless the holders of Designated Senior Indebtedness giving such Payment Notice
or the Representative of such holders shall have accelerated the maturity of
such Designated Senior Indebtedness, any Subsidiary Guarantor may resume
payments pursuant to its Subsidiary Guaranty after such Payment Blockage Period.

          SECTION 12.04.  Demand for Payment.  If a demand for payment is made
                          -------------------
on a Subsidiary Guarantor pursuant to Article 11, the Trustee shall promptly
notify the holders of the Designated Senior Indebtedness (or their
Representatives) of such demand.

          SECTION 12.05.  When Distribution Must Be Paid Over.  If a
                          ------------------------------------
distribution is made to Securityholders that because of this Article 12 should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of the relevant Senior Indebtedness and pay
it over to them or their Representatives as their interests may appear.

          SECTION 12.06.  Subrogation.  After all Senior Indebtedness of a
                          ------------
Subsidiary Guarantor is paid in full and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of such Senior
Indebtedness to receive distributions applicable to Senior Indebtedness.  A
distribution made under this Article 12 to holders of such Senior Indebtedness
which otherwise would have been made to Securityholders is not, as between the
relevant Subsidiary Guarantor and Securityholders, a payment by such Subsidiary
Guarantor on such Senior Indebtedness.

          SECTION 12.07.  Relative Rights.  This Article 12 defines the relative
                          ----------------
rights of Securityholders and holders of Senior Indebtedness of a Subsidiary
Guarantor.  Nothing in this Indenture shall:
<PAGE>

                                                                              78

          (1) impair, as between a Subsidiary Guarantor and Securityholders, the
     obligation of such Subsidiary Guarantor, which is absolute and
     unconditional, to pay the Obligations to the extent set forth in Article 11
     or the relevant Subsidiary Guaranty; or

          (2) prevent the Trustee or any Securityholder from exercising its
     available remedies upon a default by such Subsidiary Guarantor under the
     Obligations, subject to the rights of holders of Senior Indebtedness of
     such Subsidiary Guarantor to receive distributions otherwise payable to
     Securityholders.

          SECTION 12.08.  Subordination May Not Be Impaired by Company.  No
                          ---------------------------------------------
right of any holder of Senior Indebtedness of any Subsidiary Guarantor to
enforce the subordination of the Obligations of such Subsidiary Guarantor shall
be impaired by any act or failure to act by such Subsidiary Guarantor or by its
failure to comply with this Indenture.

          SECTION 12.09.  Rights of Trustee and Paying Agent.  Notwithstanding
                          -----------------------------------
Section 12.03, the Trustee or Paying Agent may continue to make payments on any
Subsidiary Guaranty and shall not be charged with knowledge of the existence of
facts that would prohibit the making of any such payments unless, not less than
two Business Days prior to the date of such payment, a Trust Officer of the
Trustee receives written notice satisfactory to it that payments may not be made
under this Article 12.  The Company, the relevant Subsidiary Guarantor, the
Registrar or co-registrar, the Paying Agent, a Representative or a holder of
Senior Indebtedness of any Subsidiary Guarantor may give the notice; provided,
                                                                     --------
however, that, if an issue of Senior Indebtedness of any Subsidiary Guarantor
-------
has a Representative, only the Representative may give the notice.

          The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not the Trustee.  The
Registrar and co-registrar and the Paying Agent may do the same with like
rights.  The Trustee shall be entitled to all the rights set forth in this
Article 12 with respect to any Senior Indebtedness of any Subsidiary Guarantor
which may at any time be held by it, to the same extent as any other holder of
Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any
of its rights as such holder.  Nothing in this Article 12 shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 7.07.

          SECTION 12.10.  Distribution or Notice to Representative.  Whenever a
                          -----------------------------------------
distribution is to be made or a notice given to holders of Senior Indebtedness
of any Subsidiary Guarantor, the distribution may be made and the notice given
to their Representative (if any).

          SECTION 12.11.  Article 12 Not To Prevent Defaults Under a Subsidiary
                          -----------------------------------------------------
Guaranty or Limit Right To Demand
---------------------------------
<PAGE>

                                                                              79

Payment. The failure to make a payment pursuant to a Subsidiary Guaranty by
-------
reason of any provision in this Article 12 shall not be construed as preventing
the occurrence of a default under such Subsidiary Guaranty. Nothing in this
Article 12 shall have any effect on the right of the Securityholders or the
Trustee to make a demand for payment on any Subsidiary Guarantor pursuant to
Article 11 or the relevant Subsidiary Guaranty.

          SECTION 12.12.  Trustee Entitled To Rely.  Upon any payment or
                          -------------------------
distribution pursuant to this Article 12, the Trustee and the Securityholders
shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 12.02
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Securityholders or (iii) upon the Representatives for the holders of Senior
Indebtedness of any Subsidiary Guarantor for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
such Senior Indebtedness and other indebtedness of such Subsidiary Guarantor,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 12.  In the
event that the Trustee determines, in good faith, that evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness of any
Subsidiary Guarantor to participate in any payment or distribution pursuant to
this Article 12, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
of such Subsidiary Guarantor held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and other
facts pertinent to the rights of such Person under this Article 12, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.  The provisions of Sections 7.01 and 7.02 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article 12.

          SECTION 12.13.  Trustee To Effectuate Subordination.  Each
                          ------------------------------------
Securityholder by accepting a Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Securityholders and the holders of
Senior Indebtedness of any Subsidiary Guarantor as provided in this Article 12
and appoints the Trustee as attorney-in-fact for any and all such purposes.

          SECTION 12.14.  Trustee Not Fiduciary for Holders  of Senior
                          --------------------------------------------
Indebtedness of Subsidiary Guarantor.  The Trustee shall not be deemed to owe
-------------------------------------
any fiduciary duty to the holders of Senior Indebtedness of any Subsidiary
Guarantor
<PAGE>

                                                                              80

and shall not be liable to any such holders if it shall mistakenly pay
over or distribute to Securityholders or the Company or any other Person, money
or assets to which any holders of such Senior Indebtedness shall be entitled by
virtue of this Article 12 or otherwise.

          SECTION 12.15.  Reliance by Holders of Senior Indebtedness on
                          ---------------------------------------------
Subordination Provisions.  Each Securityholder by accepting a Security
-------------------------
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of any Subsidiary Guarantor, whether such Senior Indebtedness was
created or acquired before or after the issuance of the Securities, to acquire
and continue to hold, or to continue to hold, such Senior Indebtedness and such
holder of Senior Indebtedness shall be deemed conclusively to have relied on
such subordination provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Indebtedness.


                                   ARTICLE 13

                                 Miscellaneous
                                 -------------

          SECTION 13.01.  Trust Indenture Act Controls.  If any provision of
                          -----------------------------
this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

          SECTION 13.02.  Notices.  Any notice or communication shall be in
                          --------
writing and delivered in person, or sent by registered or certified mail, by air
courier guaranteeing overnight delivery or by fax (promptly confirmed by
telephone) and addressed as follows:

     if to the Company or any Subsidiary Guarantor:

          Delco Remy International, Inc.
          2902 Enterprise Drive
          Anderson, IN 46013
          Attention: Chief Financial Officer
          Phone: (317) 778-6499
          Fax:   (317) 778-6424

     if to the Trustee:

          First Union National Bank
          5847 San Felipe, Suite 1050
          Houston, Texas  77057
          Attention:  Mr. Kevin Dobrova
          Phone: (713) 278-4320
          Fax:   (713) 278-4329
<PAGE>

                                                                              81

          The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

          Any notice or communication mailed to a Securityholder shall be mailed
to the Securityholder at the Securityholder's address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed
within the time prescribed.

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

          SECTION 13.03.  Communication by Holders with Other Holders.
                          --------------------------------------------
Securityholders may communicate pursuant to TIA (S) 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities.  The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA (S) 312(c).

          SECTION 13.04.  Certificate and Opinion as to Conditions Precedent.
                          ---------------------------------------------------
Upon any request or application by the Company to the Trustee to take or refrain
from taking any action under this Indenture, the Company shall furnish to the
Trustee:

          (1) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee stating that, in the opinion of the signers,
     all conditions precedent, if any, provided for in this Indenture relating
     to the proposed action have been complied with; and

          (2) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee stating that, in the opinion of such counsel,
     all conditions precedent, if any, provided for in this Indenture relating
     to the proposed action have been complied with.

          SECTION 13.05.  Statements Required in Certificate or Opinion.  Each
                          ----------------------------------------------
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

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

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

                                                                              82

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

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

          SECTION 13.06.  When Securities Disregarded.  In determining whether
                          ----------------------------
the Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities 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 disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee knows are so owned shall be so disregarded.  Also,
subject to the foregoing, only Securities outstanding at the time shall be
considered in any such determination.

          SECTION 13.07.  Rules by Trustee, Paying Agent and Registrar.  The
                          ---------------------------------------------
Trustee may make reasonable rules for action by or a meeting of Securityholders.
The Registrar and the Paying Agent may make reasonable rules for their
functions.

          SECTION 13.08.  Legal Holidays.  A "Legal Holiday" is a Saturday, a
                          ---------------     -------------
Sunday or a day on which banking institutions are not required to be open in the
State of New York.  If a payment date is a Legal Holiday, payment shall be made
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.  If a regular record date is a Legal Holiday,
the record date shall not be affected.

          SECTION 13.09.  Governing Law.  This Indenture and the Securities
                          --------------
shall be governed by, and construed in accordance with, the laws of the State of
New York 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.

          SECTION 13.10.  No Recourse Against Others.  A director, officer,
                          ---------------------------
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation.  By accepting a Security, each Securityholder shall waive and release
all such liability.  The waiver and release shall be part of the consideration
for the issue of the Securities.

          SECTION 13.11.  Successors.  All agreements of the Company in this
                          -----------
Indenture and the Securities shall bind its
<PAGE>

                                                                              83

successors. All agreements of the Trustee in this Indenture shall bind its
successors.

          SECTION 13.12.  Multiple 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.  One signed copy is enough to prove
this Indenture.

          SECTION 13.13.  Table of Contents; Headings.  The table of contents,
                          ----------------------------
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.
<PAGE>

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


                    DELCO REMY INTERNATIONAL, INC.,

                      by  THOMAS J. SNYDER
                          ----------------------------------------------
                          Name:  Thomas J. Snyder
                          Title: President


                    SUBSIDIARY GUARANTORS:

                    DELCO REMY AMERICA, INC.,

                      by  THOMAS J. SNYDER
                          ----------------------------------------------
                          Name:  Thomas J. Snyder
                          Title: Chief Executive Officer


                    REMY INTERNATIONAL, INC.,

                      by  THOMAS J. SNYDER
                          ----------------------------------------------
                          Name:  Thomas J. Snyder
                          Title: President


                    REMAN HOLDINGS, INC.,

                      by  THOMAS J. SNYDER
                          ----------------------------------------------
                          Name:  Thomas J. Snyder
                          Title: President


                    NABCO, INC.,

                      by  DAVID E. STOLL
                          ----------------------------------------------
                          Name:  David E. Stoll
                          Title: Secretary
<PAGE>

                    THE A&B GROUP, INC.,

                      by  DAVID E. STOLL
                          ----------------------------------------------
                          Name:  David E. Stoll
                          Title: Secretary


                    A&B ENTERPRISES, INC.,

                      by  DAVID E. STOLL
                          ----------------------------------------------
                          Name:  David E. Stoll
                          Title: Secretary


                    DALEX, INC.,

                      by  DAVID E. STOLL
                          ----------------------------------------------
                          Name:  David E. Stoll
                          Title: Secretary


                    A&B CORES, INC.,

                      by  DAVID E. STOLL
                          ----------------------------------------------
                          Name:  David E. Stoll
                          Title: Secretary


                    R&L TOOL COMPANY, INC.,

                      by  DAVID E. STOLL
                          ----------------------------------------------
                          Name:  David E. Stoll
                          Title: Secretary


                    MCA, INC. OF MISSISSIPPI,

                      by  DAVID E. STOLL
                          ----------------------------------------------
                          Name:  David E. Stoll
                          Title: Secretary
<PAGE>

                    POWER INVESTMENTS, INC.,

                      by
                             DAVID E. STOLL
                        ----------------------------------------------
                        Name:  David E. Stoll
                        Title: Secretary


                    FRANKLIN POWER PRODUCTS, INC.,

                      by
                             DAVID E. STOLL
                        ----------------------------------------------
                        Name:  David E. Stoll
                        Title: Secretary


                    INTERNATIONAL FUEL SYSTEMS, INC.,

                      by
                             DAVID E. STOLL
                        ----------------------------------------------
                        Name:  David E. Stoll
                        Title: Secretary


                    MARINE CORPORATION OF AMERICA,

                      by
                             DAVID E. STOLL
                        ----------------------------------------------
                        Name:  David E. Stoll
                        Title: Secretary


                    POWRBILT PRODUCTS, INC.,

                      by
                             DAVID E. STOLL
                        ----------------------------------------------
                        Name:  David E. Stoll
                        Title: Secretary


                    WORLD WIDE AUTOMOTIVE, INC.,

                      by
                             DAVID E. STOLL
                        ----------------------------------------------
                        Name:  David E. Stoll
                        Title: Secretary
<PAGE>

                    BALLANTRAE CORPORATION,

                      by  DAVID E. STOLL
                          ----------------------------------------------
                          Name:  David E. Stoll
                          Title: Secretary


                    TRACTECH, INC.,

                      by  DAVID E. STOLL
                          ----------------------------------------------
                          Name:  David E. Stoll
                          Title: Vice President


                    WILLIAMS TECHNOLOGIES, INC.,

                      by  DAVID E. STOLL
                          ----------------------------------------------
                          Name:  David E. Stoll
                          Title: Secretary


                    ENGINE MASTER, L.P.,

                      by HSG I, Inc., its General Partner

                      by  DAVID E. STOLL
                          ---------------------------------------------
                          Name:  David E. Stoll
                          Title: Vice President


                    M & M KNOPF AUTO PARTS, INC.,

                      by  DAVID E. STOLL
                          ----------------------------------------------
                          Name:  David E. Stoll
                          Title: Vice President


                    POWER INVESTMENTS MARINE, INC.,

                      by  DAVID E. STOLL
                          ----------------------------------------------
                          Name:  David E. Stoll
                          Title: Secretary
<PAGE>

                    DR SALES, INC.,

                      by  DAVID E. STOLL
                          ----------------------------------------------
                          Name:  David E. Stoll
                          Title: Secretary


                    HSG I, INC.,

                      by  DAVID E. STOLL
                          ----------------------------------------------
                          Name:  David E. Stoll
                          Title: Vice President


                    HSG II, INC.,

                      by  DAVID E. STOLL
                          ----------------------------------------------
                          Name:  David E. Stoll
                          Title: Vice President



                    FIRST UNION NATIONAL BANK,

                      by  KEVIN M. DOBRAVA
                          ----------------------------------------------
                          Name:  Kevin M. Dobrava
                          Title: Vice President
<PAGE>

                                                                      APPENDIX A


                   PROVISIONS RELATING TO INITIAL SECURITIES,
                   ------------------------------------------
                              EXCHANGE SECURITIES
                              -------------------
                        AND PRIVATE EXCHANGE SECURITIES
                        -------------------------------

     1. Definitions
        -----------

     1.1  Definitions
          -----------

     For the purposes of this Appendix A the following terms shall have the
meanings indicated below:

          "Applicable Procedures" means, with respect to any transfer or
           ---------------------
transaction involving a Temporary Regulation S Global Security or beneficial
interest therein, the rules and procedures of the Depository, Euroclear,
Clearstream and Cedel for such a Temporary Regulations S Global Security, in
each case to the extent applicable to such transaction and as in effect from
time to time.

          "Cedel" means Cedel Bank, S.A., or any successor securities clearing
           -----
agency.

          "Clearstream" means Clearstream Banking, societe anonyme, or any
           -----------
successor securities clearing agency.

          "Definitive Security" means a certificated Initial Security or
           -------------------
Exchange Security or Private Exchange Security bearing, if required, the
restricted securities legend set forth in Section 2.3(e).

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

          "Distribution Compliance Period", with respect to any Securities,
           ------------------------------
means the period of 40 consecutive days beginning on and including the later of
(i) the day on which such Securities are first offered to persons other than
distributors (as defined in Regulation S under the Securities Act) in reliance
on Regulation S and (ii) the Issue Date with respect to such Securities.

          "Euroclear" means the Euroclear Clearance System or any successor
           ---------
securities clearing agency.

          "Exchange Securities" means (1) the 11% Senior Subordinated Notes Due
           -------------------
2009 to be issued pursuant to this Indenture in connection with a Registered
Exchange Offer pursuant to the Registration Agreement and (2) Additional
Securities, if any, issued pursuant to a registration statement filed with the
SEC under the Securities Act.

          "Initial Purchasers" means (1) with respect to the Initial Securities
           ------------------
issued on the Issue Date, Credit Suisse
<PAGE>

                                                                               2

First Boston Corporation and Deutsche Banc Alex. Brown Inc. and (2) with respect
to each issuance of Additional Securities, the Persons purchasing such
Additional Securities under the related Purchase Agreement.

          "Initial Securities" means (1) $165,000,000 aggregate principal amount
           ------------------
of 11% Senior Subordinated Notes Due 2009 issued under this Indenture on the
Issue Date and (2) Additional Securities, if any, issued in a transaction exempt
from the registration requirements of the Securities Act.

          "Private Exchange" means the offer by the Company, pursuant to a
           ----------------
Registration Agreement, to the Initial Purchasers to issue and deliver to each
Initial Purchaser, in exchange for the Initial Securities held by the Initial
Purchaser as part of its initial distribution, a like aggregate principal amount
of Private Exchange Securities.

          "Private Exchange Securities" means any 11% Senior Subordinated Notes
           ---------------------------
Due 2009 issued in connection with a Private Exchange.

          "Purchase Agreement" means (1) with respect to the Initial Securities
           ------------------
issued on the Issue Date, the Purchase Agreement dated April 19, 2001, among the
Company, the Subsidiary Guarantors and the Initial Purchasers and (2) with
respect to each issuance of Additional Securities, the purchase agreement or
underwriting agreement among the Company and the Persons purchasing such
Additional Securities.

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

          "Registered Exchange Offer" means the offer by the Company, pursuant
           -------------------------
to a Registration Agreement, to certain Holders of Initial Securities, to issue
and deliver to such Holders, in exchange for the Initial Securities, a like
aggregate principal amount of Exchange Securities registered under the
Securities Act.

          "Registration Agreement" means (1) with respect to the Initial
           ----------------------
Securities issued on the Issue Date, the Registration Rights Agreement dated
April 19, 2001, among the Company, the Subsidiary Guarantors and the Initial
Purchasers and (2) with respect to each issuance of Additional Securities issued
in a transaction exempt from the registration requirements of the Securities
Act, the registration rights agreement, if any, among the Company and
<PAGE>

                                                                               3

the Persons purchasing such Additional Securities under the related Purchase
Agreement.

          "Rule 144A Securities" means all Initial Securities offered and sold
           --------------------
to QIBs in reliance on Rule 144A.

          "Securities" means the Initial Securities, the Exchange Securities and
           ----------
the Private Exchange Securities, treated as a single class.

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

          "Securities Custodian" means the custodian with respect to a Global
           --------------------
Security (as appointed by the Depository), or any successor person thereto and
shall initially be the Trustee.

          "Shelf Registration Statement" means the registration statement issued
           ----------------------------
by the Company in connection with the offer and sale of Initial Securities or
Private Exchange Securities pursuant to a Registration Agreement.

          "Transfer Restricted Securities" means Definitive Securities and any
           ------------------------------
other Securities that bear or are required to bear the legend set forth in
Section 2.3(e) hereto.

     1.2  Other Definitions
          -----------------

                                                                Defined in
                                                                ----------
          Term                                                   Section:
          ----                                                   -------

"Agent Members".................................................. 2.1(b)
"Global Security"................................................ 2.1(a)
"Permanent Regulation S Global Security"......................... 2.1(a)
"Regulation S"................................................... 2.1(a)
"Rule 144A"...................................................... 2.1(a)
"Rule 144A Global Security"...................................... 2.1(a)
"Temporary Regulation S Global Security"......................... 2.1(a)

     2.   The Securities
          --------------

     2.1  (a)  Form and Dating.  The Initial Securities will be offered and sold
               ----------------
by the Company, from time to time, pursuant to one or more Purchase Agreements.
The Initial Securities will be resold initially only to QIBs in reliance on Rule
144A under the Securities Act ("Rule 144A") and in reliance on Regulation S
                                ---------
under the Securities Act ("Regulation S").  Initial Securities may thereafter be
                           ------------
transferred to, among others, QIBs and purchasers in reliance
<PAGE>

                                                                               4

on Regulation S, subject to the restrictions on transfer set forth herein.
Initial Securities initially resold pursuant to Rule 144A shall be issued
initially in the form of one or more permanent global Securities in definitive,
fully registered form (collectively, the "Rule 144A Global Security") and
                                          -------------------------
Initial Securities initially resold pursuant to Regulation S shall be issued
initially in the form of one or more temporary global securities in definitive,
fully registered form (collectively, the "Temporary Regulation S Global
                                          -----------------------------
Security"), in each case without interest coupons and with the global securities
--------
legend and restricted securities legend set forth in Exhibit 1 hereto, which
shall be deposited on behalf of the purchasers of the Initial Securities
represented thereby with the Securities Custodian, and registered in the name of
the Depository or a nominee of the Depository, duly executed by the Company and
authenticated by the Trustee as provided in this Indenture. Beneficial ownership
interests in the Temporary Regulation S Global Security will not be exchangeable
for interests in the Rule 144A Global Security, a permanent global security (the
"Permanent Regulation S Global Security"), or any other Security without a
 --------------------------------------
legend cntaining restrictions on transfer of such Security prior to the
expiration of the Distribution Compliance Period and then only upon
certification in form reasonably satisfactory to the Trustee that beneficial
ownership interests in such Temporary Regulation S Global Security are owned
either by non-U.S. persons or U.S. persons who purchased such interests in a
transaction that did not require registration under the Securities Act. The Rule
144A Global Security, the Temporary Regulation S Global Security and the
Permanent Regulation S Global Security are collectively referred to herein as
"Global Securities." The aggregate principal amount of the Global Securities may
 -----------------
from time to time be increased or decreased by adjustments made on the records
of the Trustee and the Depository or its nominee as hereinafter provided.

          (b)  Book-Entry Provisions.  This Section 2.1(b) shall apply only to a
               ----------------------
Global Security deposited with or on behalf of the Depository.

          The Company shall execute and the Trustee shall, in accordance with
this Section 2.1(b), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depository for such
Global Security or Global Securities or the nominee of such Depository and (b)
shall be delivered by the Trustee to such Depository or pursuant to such
Depository's instructions or held by the Trustee as custodian for the
Depository.
<PAGE>

                                                                               5

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

          (c)  Definitive Securities.  Except as provided in Section 2.3 or 2.4,
               ----------------------
owners of beneficial interests in Global Securities shall not be entitled to
receive physical delivery of Definitive Securities.

     2.2  Authentication.  The Trustee shall authenticate and deliver:  (1) on
          ---------------
the Issue Date, an aggregate principal amount of $165,000,000 11% Senior
Subordinated Notes Due 2009, (2) any Additional Securities for an original issue
in an aggregate principal amount specified in the written order of the Company
pursuant to Section 2.02 of the Indenture and (3) Exchange Securities or Private
Exchange Securities for issue only in a Registered Exchange Offer or a Private
Exchange, respectively, pursuant to a Registration Agreement, for a like
principal amount of Initial Securities, upon a written order of the Company
signed by two Officers or by an Officer and either an Assistant Treasurer or an
Assistant Secretary of the Company.  Such order shall specify the amount of the
Securities to be authenticated, the date on which the original issue of
Securities is to be authenticated and whether the Securities are to be Initial
Securities, Exchange Securities or Private Exchange Securities.  In the case of
any issuance of Additional Securities pursuant to Section 2.13 of the Indenture,
such order shall certify that such issuance is in compliance with Section 4.03
of the Indenture.

     2.3  Transfer and Exchange.  (a)  Transfer and Exchange of Definitive
          ----------------------       -----------------------------------
Securities.  When Definitive Securities are presented to the Registrar or a co-
-----------
registrar with a request:

          (x) to register the transfer of such Definitive Securities; or
<PAGE>

                                                                               6

          (y)  to exchange such Definitive Securities for an equal principal
     amount of Definitive Securities of other authorized denominations,

the Registrar or co-registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met;
provided, however, that the Definitive Securities surrendered for transfer or
--------  -------
exchange:

          (i)  shall be duly endorsed or accompanied by a written instrument of
     transfer in form reasonably satisfactory to the Company and the Registrar
     or co-registrar, duly executed by the Holder thereof or his attorney duly
     authorized in writing; and

          (ii)  if such Definitive Securities are required to bear a restricted
     securities legend, they are being transferred or exchanged pursuant to an
     effective registration statement under the Securities Act, pursuant to
     Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are
     accompanied by the following additional information and documents, as
     applicable:

               (A)  if such Definitive Securities are being delivered to the
          Registrar by a Holder for registration in the name of such Holder,
          without transfer, a certification from such Holder to that effect; or

               (B)  if such Definitive Securities are being transferred to the
          Company, a certification to that effect; or

               (C)  if such Definitive Securities are being transferred (x)
          pursuant to an exemption from registration in accordance with Rule
          144A, Regulation S or Rule 144 under the Securities Act; or (y) in
          reliance upon another exemption from the requirements of the
          Securities Act: (i) a certification to that effect (in the form set
          forth on the reverse of the Security) and (ii) if the Company so
          requests, an opinion of counsel or other evidence reasonably
          satisfactory to it as to the compliance with the restrictions set
          forth in the legend set forth in Section 2.3(e)(i).
<PAGE>

                                                                               7

     (b)  Restrictions on Transfer of a Definitive Security for a Beneficial
          ------------------------------------------------------------------
Interest in a Global Security.  A Definitive Security may not be exchanged for a
------------------------------
beneficial interest in a Rule 144A Global Security or a Permanent Regulation S
Global Security except upon satisfaction of the requirements set forth below.
Upon receipt by the Trustee of a Definitive Security, duly endorsed or
accompanied by appropriate instruments of transfer, in form satisfactory to the
Trustee, together with:

          (i) certification, in the form set forth on the reverse of the
     Security, that such Definitive Security is either (A) being transferred to
     a QIB in accordance with Rule 144A or (B) is being transferred after
     expiration of the "distribution compliance period" of Regulation S by a
     Person who initially purchased such Security in reliance on Regulation S to
     a buyer who elects to hold its interest in such security in the form of a
     beneficial interest in the Permanent Regulation S Security; and

          (ii) written instructions directing the Trustee to make, or to direct
     the Securities Custodian to make, an adjustment on its books and records
     with respect to such Rule 144A Global Security (in the case of a transfer
     pursuant to clause (b)(i)(A)) or Permanent Regulation S Security (in the
     case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in
     the aggregate principal amount of the Securities represented by the Rule
     144A Global Security or Permanent Regulation S Security, as applicable,
     such instructions to contain information regarding the Depositary account
     to be credited with such increase,

then the Trustee shall cancel such Definitive Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Securities Custodian, the
aggregate principal amount of Securities represented by the Rule 144A Global
Security or Permanent Regulation S Security, as applicable, to be increased by
the aggregate principal amount of the Definitive Security to be exchanged and
shall credit or cause to be credited to the account of the Person specified in
such instructions a beneficial interest in the Rule 144A Global Security or
Permanent Regulation S Security, as
<PAGE>

                                                                               8

applicable, equal to the principal amount of the Definitive Security so
canceled. If no Rule 144A Global Securities or Permanent Regulation S
Securities, as applicable, are then outstanding, the Company shall issue and the
Trustee shall authenticate, upon written order of the Company in the form of an
Officers' Certificate, a new Rule 144A Global Security or Permanent Regulation S
Security, as applicable, in the appropriate principal amount.

     (c)  Transfer and Exchange of Global Securities.  (i)  The transfer and
          -------------------------------------------
exchange of Global Securities or beneficial interests therein shall be effected
through the Depository, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depository therefor.  A transferor of a beneficial interest in a Global Security
shall deliver to the Registrar a written order given in accordance with the
Depository's procedures containing information regarding the participant account
of the Depository to be credited with a beneficial interest in the Global
Security.  The Registrar shall, in accordance with such instructions instruct
the Depository to credit to the account of the Person specified in such
instructions a beneficial interest in the Global Security and to debit the
account of the Person making the transfer the beneficial interest in the Global
Security being transferred.

          (ii)  If the proposed transfer is a transfer of a beneficial interest
     in one Global Security to a beneficial interest in another Global Security,
     the Registrar shall reflect on its books and records the date and an
     increase in the principal amount of the Global Security to which such
     interest is being transferred in an amount equal to the principal amount of
     the interest to be so transferred, and the Registrar shall reflect on its
     books and records the date and a corresponding decrease in the principal
     amount of the Global Security from which such interest is being
     transferred.

          (iii)  Notwithstanding any other provisions of this Appendix A (other
     than the provisions set forth in Section 2.4), a Global Security may not be
     transferred as a whole except by the Depository to a nominee of the
     Depository or by a nominee of the Depository to the Depository or another
     nominee of the Depository or by the Depository or any such nominee to a
     successor Depository or a nominee of such successor Depository.

          (iv) In the event that a Global Security is exchanged for Definitive
     Securities pursuant to Section 2.4 prior to the consummation of a
     Registered Exchange Offer or the effectiveness of a Shelf Registration
     Statement with
<PAGE>

                                                                               9

     respect to such Securities, such Securities may be exchanged only in
     accordance with such procedures as are substantially consistent with the
     provisions of this Section 2.3 (including the certification requirements
     set forth on the reverse of the Initial Securities intended to ensure that
     such transfers comply with Rule 144A or Regulation S, as the case may be)
     and such other procedures as may from time to time be adopted by the
     Company.

          (d)  Restrictions on Transfer of Temporary Regulation S Global
               ---------------------------------------------------------
Securities.   During the Distribution Compliance Period, beneficial ownership
-----------
interests in Temporary Regulation S Global Securities may only be sold, pledged
or transferred through Euroclear, Clearstream or Cedel in accordance with the
Applicable Procedures and only (i) to the Company, (ii) so long as such Security
is eligible for resale pursuant to Rule 144A, to a person whom the selling
holder reasonably believes is a QIB that purchases for its own account or for
the account of a QIB to whom notice is given that the resale, pledge or transfer
is being made in reliance on Rule 144A, (iii) in an offshore transaction in
accordance with Regulation S or (iv) pursuant to an exemption from registration
under the Securities Act provided by Rule 144 (if applicable) under the
Securities Act, in each case in accordance with any applicable securities laws
of any state of the United States.

          (e)  Legend.
               -------

          (i)  Except as permitted by the following paragraphs (ii), (iii) and
     (iv), each Security certificate evidencing the Global Securities and the
     Definitive Securities (and all Securities issued in exchange therefor or in
     substitution thereof) shall bear a legend in substantially the following
     form:

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

                                                                              10

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

     Each Definitive Security will also bear the following additional legend:

          IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
          REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION
          AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
          TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

          (ii)  Upon any sale or transfer of a Transfer Restricted Security
     (including any Transfer Restricted Security represented by a Global
     Security) pursuant to Rule 144 under the Securities Act, the Registrar
     shall permit the transferee thereof to exchange such Transfer Restricted
     Security for a certificated Security that does not bear the legend set
     forth above and rescind any restriction on the transfer of such Transfer
     Restricted Security, if the transferor thereof certifies in writing to the
     Registrar that such sale or transfer was made in reliance on Rule 144 (such
     certification to be in the form set forth on the reverse of the Security).

          (iii)  After a transfer of any Initial Securities or Private Exchange
     Securities pursuant to and during the period of the effectiveness of a
     Shelf Registration Statement with respect to such Initial Securities or
     Private Exchange Securities, as the case may be, all
<PAGE>

                                                                              11

     requirements pertaining to legends on such Initial Security or such Private
     Exchange Security will cease to apply, the requirements requiring any such
     Initial Security or such Private Exchange Security issued to certain
     Holders be issued in global form will cease to apply, and a certificated
     Initial Security or Private Exchange Security or an Initial Security or
     Private Exchange Security in global form, in each case without restrictive
     transfer legends, will be available to the transferee of the Holder of such
     Initial Securities or Private Exchange Securities upon exchange of such
     transferring Holder's certificated Initial Security or Private Exchange
     Security or directions to transfer such Holder's interest in the Global
     Security, as applicable.

          (iv)  Upon the consummation of a Registered Exchange Offer with
     respect to the Initial Securities, all requirements pertaining to such
     Initial Securities that Initial Securities issued to certain Holders be
     issued in global form will still apply with respect to Holders of such
     Initial Securities that do not exchange their Initial Securities, and
     Exchange Securities in certificated or global form will be available to
     Holders that exchange such Initial Securities in such Registered Exchange
     Offer.

          (v)  Upon the consummation of a Private Exchange with respect to the
     Initial Securities pursuant to which Holders of such Initial Securities are
     offered Private Exchange Securities in exchange for their Initial
     Securities, all requirements pertaining to such Initial Securities that
     Initial Securities issued to certain Holders be issued in global form will
     still apply with respect to Holders of such Initial Securities that do not
     exchange their Initial Securities, and Private Exchange Securities in
     global form with the global securities legend and the Restricted Securities
     Legend set forth in Exhibit 1 hereto will be available to Holders that
     exchange such Initial Securities in such Private Exchange.

          (f)  Cancellation or Adjustment of Global Security.  At such time as
               ----------------------------------------------
all beneficial interests in a Global Security have either been exchanged for
Definitive Securities, redeemed, repurchased or canceled, such Global Security
shall be returned to the Depository for cancellation or retained and canceled by
the Trustee.  At any time prior to such cancellation, if any beneficial interest
in a Global Security
<PAGE>

                                                                              12

is exchanged for certificated Securities, redeemed, repurchased or canceled, the
principal amount of Securities represented by such Global Security shall be
reduced and an adjustment shall be made on the books and records of the Trustee
(if it is then the Securities Custodian for such Global Security) with respect
to such Global Security, by the Trustee or the Securities Custodian, to reflect
such reduction.

          (g)  Obligations with Respect to Transfers and Exchanges of
               ------------------------------------------------------
Securities.
-----------

          (i)   To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate certificated Securities
     and Global Securities at the Registrar's or co-registrar's request.

          (ii)  No service charge shall be made for any registration of transfer
     or exchange, but the Company may require payment of a sum sufficient to
     cover any transfer tax, assessments, or similar governmental charge payable
     in connection therewith (other than any such transfer taxes, assessments or
     similar governmental charge payable upon exchange or transfer pursuant to
     Sections 3.06, 4.09 and 9.05 of the Indenture).

          (iii) The Registrar or co-registrar shall not be required to register
     the transfer of or exchange of (a) any Definitive Security selected for
     redemption in whole or in part pursuant to Article 3 of this Indenture,
     except the unredeemed portion of any Definitive Security being redeemed in
     part, or (b) any Security for a period beginning 15 Business Days before
     the mailing of a notice of an offer to repurchase or redeem Securities or
     15 Business Days before an interest payment date.

          (iv)  Prior to the due presentation for registration of transfer of
     any Security, the Company, the Trustee, the Paying Agent, the Registrar or
     any co-registrar may deem and treat the person in whose name a Security is
     registered as the absolute owner of such Security for the purpose of
     receiving payment of principal of and interest on such Security and for all
     other purposes whatsoever, whether or not such Security is overdue, and
     none of the Company, the Trustee, the Paying Agent, the Registrar or any
     co-registrar shall be affected by notice to the contrary.
<PAGE>

                                                                              13

          (v)  All Securities issued upon any transfer or exchange pursuant to
     the terms of this Indenture shall evidence the same debt and shall be
     entitled to the same benefits under this Indenture as the Securities
     surrendered upon such transfer or exchange.

          (h)  No Obligation of the Trustee.
               -----------------------------

          (i)  The Trustee shall have no responsibility or obligation to any
     beneficial owner of a Global Security, a member of, or a participant in the
     Depository or other Person with respect to the accuracy of the records of
     the Depository or its nominee or of any participant or member thereof, with
     respect to any ownership interest in the Securities or with respect to the
     delivery to any participant, member, beneficial owner or other Person
     (other than the Depository) of any notice (including any notice of
     redemption) or the payment of any amount, under or with respect to such
     Securities.  All notices and communications to be given to the Holders and
     all payments to be made to Holders under the Securities shall be given or
     made only to or upon the order of the registered Holders (which shall be
     the Depository or its nominee in the case of a Global Security).  The
     rights of beneficial owners in any Global Security shall be exercised only
     through the Depository subject to the applicable rules and procedures of
     the Depository.  The Trustee may rely and shall be fully protected in
     relying upon information furnished by the Depository with respect to its
     members, participants and any beneficial owners.

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

     2.4  Definitive Securities.
          ----------------------
<PAGE>

                                                                              14

          (a)  A Global Security deposited with the Depository or with the
Trustee as Securities Custodian for the Depository pursuant to Section 2.1 shall
be transferred to the beneficial owners thereof in the form of Definitive
Securities in an aggregate principal amount equal to the principal amount of
such Global Security, in exchange for such Global Security, only if such
transfer complies with Section 2.3 and (i) the Depository notifies the Company
that it is unwilling or unable to continue as Depository for such Global
Security or if at any time such Depository ceases to be a "clearing agency"
registered under the Exchange Act and a successor Depository is not appointed by
the Company within 90 days of such notice, or (ii) an Event of Default has
occurred and is continuing or (iii) the Company, in its sole discretion,
notifies the Trustee in writing that it elects to cause the issuance of
Definitive Securities under this Indenture.

          (b)  Any Global Security that is transferable to the beneficial owners
thereof pursuant to this Section shall be surrendered by the Depository to the
Trustee located at its principal corporate trust office in the Borough of
Manhattan, The City of New York, to be so transferred, in whole or from time to
time in part, without charge, and the Trustee shall authenticate and deliver,
upon such transfer of each portion of such Global Security, an equal aggregate
principal amount of Definitive Securities of authorized denominations.  Any
portion of a Global Security transferred pursuant to this Section shall be
executed, authenticated and delivered only in denominations of $1,000 principal
amount and any integral multiple thereof and registered in such names as the
Depository shall direct.  Any Definitive Security delivered in exchange for an
interest in the Global Security shall, except as otherwise provided by Section
2.3(e), bear the restricted securities legend set forth in Exhibit 1 hereto.

          (c)  Subject to the provisions of Section 2.4(b), the registered
Holder of a Global Security shall be entitled to grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Securities.

          (d)  In the event of the occurrence of either of the events specified
in Section 2.4(a), the Company shall promptly make available to the Trustee a
reasonable supply of Definitive Securities in definitive, fully registered form
without interest coupons.

<PAGE>

                      [FORM OF FACE OF INITIAL SECURITY]

                          [Global Securities Legend]

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

          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                        [Restricted Securities Legend]

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

          THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT
(A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I)
TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE
904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED
<PAGE>

                                                                               2

BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH
(V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
IN (A) ABOVE.


                [Temporary Regulation S Global Security Legend]

          [BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL
NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE RULE 144A GLOBAL NOTE OR THE
PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN
THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING
RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE "40-DAY DISTRIBUTION
COMPLIANCE PERIOD" (WITHIN THE MEANING OF RULE 903(c)(3) OF REGULATION S UNDER
THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY
SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY
NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION
THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY
DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH THE
EUROCLEAR SYSTEM, CLEARSTREAM OR CEDEL S.A. AND ONLY (I) TO THE COMPANY, (II)
INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED
STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
OTHER THAN IN CANADA OR TO OR FOR THE BENEFIT OF A RESIDENT OF CANADA PURSUANT
TO A PROSPECTUS QUALIFYING THE NOTES FOR SALE UNDER THE SECURITIES LAW IN ANY
PROVINCE OR TERRITORY OF CANADA IN WHICH THE PURCHASER RESIDES OR AN EXEMPTION
FROM THE PROSPECTUS REQUIREMENTS OF SUCH LAWS, (IV) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE
WILL NOTIFY ANY PURCHASER OF SUCH RESALE RESTRICTIONS, IF THEN APPLICABLE.


                        [Definitive Securities Legend]
<PAGE>

                                                                               3

[IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.]
<PAGE>

CUSIP No.                                                                      4
ISIN No.
No.

                    11% Senior Subordinated Notes Due 2009


          DELCO REMY INTERNATIONAL, INC., a Delaware corporation, promises to
pay to Cede & Co., or registered assigns, the principal sum of One Hundred Sixty
Four Million Nine Hundred Thirty Thousand Dollars on May 1, 2009.


          Interest Payment Dates:  May 1 and November 1, commencing November 1,
2001.

          Record Dates:  April 15 and October 15.

          Additional provisions of this Security are set forth on the other side
of this Security.



Dated: April 26, 2001
                                        DELCO REMY INTERNATIONAL, INC.

                                           by

                                                ___________________________
                                                Name:  Thomas J. Snyder
                                                Title: President


                                                ___________________________
                                                Name:  David E. Stoll
                                                Title: Secretary


TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION

FIRST UNION NATIONAL BANK,
     as Trustee, certifies
     that this is one of
     the Securities referred
     to in the Indenture.

     by
         _____________________________
             Authorized Signatory
<PAGE>

                                                                               5

                  [FORM OF REVERSE SIDE OF INITIAL SECURITY]


                     11% Senior Subordinated Note Due 2009



1.  Interest
    --------

          Delco Remy International, Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
                                      -------
principal amount of this Security at the rate per annum shown above; provided,
                                                                     --------
however, that if a Registration Default (as defined in the Registration
-------
Agreement) occurs, additional interest will accrue on this Security at a rate of
0.50% per annum (increasing by an additional 0.50% per annum after each
consecutive 90-day period that occurs after the date on which such Registration
default occurs up to a maximum additional interest rate of 2.00%) from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured. The
Company will pay interest semiannually on May 1 and November 1 of each year,
commencing November 1, 2001. Interest on the Securities will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from [April 26, 2001][date of issuance of Additional Securities]. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. The
Company shall pay interest on overdue principal at the rate borne by the
Securities plus 1% per annum, and it shall pay interest on overdue installments
of interest at the same rate to the extent lawful.


2.  Method of Payment
    -----------------

          The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the April 15 or October 15 immediately preceding the interest
payment date even if Securities are canceled after the record date and on or
before the interest payment date. Holders must surrender Securities to a Paying
Agent to collect principal payments. The Company will pay principal and interest
in money of the United States that at the time of payment is legal tender for
payment of public and private debts. Payments in respect of the Securities
represented by a Global Security (including
<PAGE>

                                                                               6

principal, premium and interest) will be made by wire transfer of immediately
available funds to the accounts specified by The Depository Trust Company. The
Company will make all payments in respect of a certificated Security (including
principal, premium and interest), by mailing a check to the registered address
of each Holder thereof; provided, however, that payments on a certificated
                        --------  -------
Security will be made by wire transfer to a U.S. dollar account maintained by
the payee with a bank in the United States if such Holder elects payment by wire
transfer by giving written notice to the Trustee or the Paying Agent to such
effect designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion).


3.  Paying Agent and Registrar
    --------------------------

          Initially, FIRST UNION NATIONAL BANK, a national banking association
("Trustee"), will act as Paying Agent and Registrar. The Company may appoint
  -------
and change any Paying Agent, Registrar or co-registrar without notice. The
Company or any of its domestically incorporated Wholly Owned Subsidiaries may
act as Paying Agent, Registrar or co-registrar.


4.  Indenture
    ---------

          The Company issued the Securities under an Indenture dated as of April
26, 2001 ("Indenture"), between the Company and the Trustee. The terms of the
           ---------
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. (S)(S)
                                                              ------
77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms
                                                              ---
defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms.

          The Securities are unsecured senior subordinated obligations of the
Company. The Company shall be entitled, subject to its compliance with Section
4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.13
of the Indenture. The Initial Securities issued on the Issue Date, any
Additional Securities and all Exchange Securities or Private Exchange Securities
issued in exchange therefor will
<PAGE>

                                                                               7

be treated as a single class for all purposes under the Indenture. The Indenture
imposes certain limitations on the Incurrence of Indebtedness by the Company and
its Restricted Subsidiaries; the payment of dividends on, and redemption of,
Capital Stock of the Company and its Restricted Subsidiaries and the redemption
of certain Subordinated Obligations of the Company and its Restricted
Subsidiaries; Investments; sales of assets and Restricted Subsidiary Capital
Stock; certain transactions with Affiliates of the Company; the sale or issuance
of Capital Stock of the Restricted Subsidiaries; the creation of Liens; and
consolidations, mergers and transfers of all or substantially all of the
Company's assets. In addition, the Indenture prohibits certain restrictions on
distributions and dividends from Restricted Subsidiaries. All of these
limitations and prohibitions, however, are subject to a number of important
qualifications contained in the Indenture.

          To guarantee the due and punctual payment of the principal and
interest, if any, on the Securities and all other amounts payable by the Company
under the Indenture and the Securities when and as the same shall be due and
payable, whether at maturity, by acceleration or otherwise, according to the
terms of the Securities and the Indenture, the Subsidiary Guarantors have
unconditionally guaranteed the Obligations on a senior subordinated basis
pursuant to the terms of the Indenture.


5.  Optional Redemption
    -------------------

          Except as set forth below, the Company will not be entitled to redeem
the Securities at its option prior to May 1, 2005.

          On and after May 1, 2005, the Company will be entitled at its option
to redeem all or a portion of the Securities upon not less than 30 nor more than
60 days' prior notice, at the redemption prices (expressed in percentages of
principal amount), plus accrued interest to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date), if redeemed during the 12-month period
commencing on May 1 of the years set forth below:

                                                    Redemption
     Period                                           Price
     ------                                           -----
<PAGE>

                                                                               8

2005.............................................    105.500%
2006.............................................    103.667%
2007.............................................    101.833%
2008 and thereafter..............................    100.000%

          In addition, before May 1, 2004, the Company may at its option on one
or more occasions redeem Securities (which includes Additional Securities, if
any) in an aggregate principal amount not to exceed 35% of the aggregate
principal amount of the Securities (which includes Additional Securities, if
any) originally issued at a redemption price (expressed as a percentage of
principal amount) of 111%, plus accrued and unpaid interest to the redemption
date, with the net cash proceeds from one or more Public Equity Offerings;
provided, however, that
--------  -------

          (1) at least 65% of such aggregate principal amount of Securities
     (which includes Additional Securities, if any) remains outstanding
     immediately after the occurrence of each such redemption (other than
     Securities held, directly or indirectly, by the Company or its Affiliates);
     and

          (2) each such redemption occurs within 90 days after the date of the
     related Public Equity Offering.


6.  Notice of Redemption
    --------------------

          Notice of optional redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his registered address. Securities in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date and certain other conditions are satisfied, on and after such date interest
ceases to accrue on such Securities (or such portions thereof) called for
redemption.


7.  Put Provisions
    --------------
<PAGE>

                                                                               9

          Upon a Change of Control, unless the Company has elected to redeem the
Securities pursuant to paragraph 5, any Holder of Securities will have the
right, subject to certain conditions specified in the Indenture, to cause the
Company to repurchase all or any part of the Securities of such Holder at a
purchase price equal to 101% of the principal amount of the Securities to be
repurchased plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date that is on or prior
to the date of purchase) as provided in, and subject to the terms of, the
Indenture.


8.  Subordination
    -------------

          The Securities are subordinated to Senior Indebtedness of the Company,
as defined in the Indenture. To the extent provided in the Indenture, Senior
Indebtedness of the Company must be paid before the Securities may be paid. In
addition, each Subsidiary Guaranty is subordinated to Senior Indebtedness of the
relevant Guarantor Subsidiary, as defined in the Indenture. The Company and each
Guarantor Subsidiary agrees, and each Securityholder by accepting a Security
agrees, to the subordination provisions contained in the Indenture and
authorizes the Trustee to give it effect and appoints the Trustee as
attorney-in-fact for such purpose.


9.  Denominations; Transfer; Exchange
    ---------------------------------

          The Securities are in registered form without coupons in denominations
of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. Upon any transfer or exchange, the
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes required by
law or permitted by the Indenture. The Registrar need not register the transfer
of or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or to transfer or exchange any Securities for a period of 15 days prior to a
selection of Securities to be redeemed or 15 days before an interest payment
date.


10.  Persons Deemed Owners
     ---------------------
<PAGE>

                                                                              10

          The registered Holder of this Security may be treated as the owner of
it for all purposes.


11.  Unclaimed Money
     ---------------

          If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its written request unless an abandoned property law designates
another Person. After any such payment, Holders entitled to the money must look
only to the Company and not to the Trustee for payment.


12.  Discharge and Defeasance
     ------------------------

          Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the
payment of principal and interest on the Securities to redemption or maturity,
as the case may be.
<PAGE>

                                                                              11

13.  Amendment, Waiver
     -----------------

          Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount of the Securities then
outstanding and (ii) any default or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in principal amount
of the Securities then outstanding. Subject to certain exceptions set forth in
the Indenture, without the consent of any Securityholder, the Company, the
Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities
to cure any ambiguity, omission, defect or inconsistency, or to comply with
Article V of the Indenture, or to provide for uncertificated Securities in
addition to or in place of certificated Securities, or to make certain changes
in the subordination provisions, or to add guarantees with respect to the
Securities or to secure the Securities, or to add additional covenants or
surrender rights and powers conferred on the Company, or to comply with any
request of the SEC in connection with qualifying the Indenture under the Act, or
to release a Subsidiary Guarantor when permitted by the Indenture, or to make
any other change that does not adversely affect the rights of any
Securityholder, or to provide for the issuance and authorization of the Exchange
Securities.


14.  Defaults and Remedies
     ---------------------

          Under the Indenture, Events of Default include (i) default for 30 days
in payment of interest on the Securities (whether or not such payment is
prohibited by the subordination provision of the Indenture); (ii) default in
payment of principal on the Securities at maturity, upon redemption pursuant to
paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the
Company to redeem or purchase, upon declaration or otherwise (whether or not
such payment is prohibited by the subordination provision of the Indenture),
Securities when required; (iii) failure by the Company or any Subsidiary
Guarantor to comply with other agreements in the Indenture or the Securities, in
certain cases subject to notice and lapse of time; (iv) certain accelerations
(including failure to pay within any grace period after final maturity) of other
Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds
$10,000,000 and such acceleration continues for 10 days after notice; (v)
certain events of bankruptcy, insolvency or reorganization with respect to the
Company and the Significant
<PAGE>

                                                                              12

Subsidiaries; (vi) certain judgments or decrees not covered by insurance for the
payment of money in excess of $10,000,000 or its foreign currency equivalent
against the Company or a Significant Subsidiary; and (vii) a Subsidiary Guaranty
ceasing or otherwise failing to be in full force and effect (other than in
accordance with its terms) and such default continues for 10 days after notice.
If any of certain Events of Default enumerated in the Indenture occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Securities may declare all the Securities to be due and payable immediately
subject to certain conditions. Certain events of bankruptcy or insolvency are
Events of Default which will result in the Securities being due and payable
immediately upon the occurrence of such Events of Default.

          Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default (except a Default
in payment of principal or interest) if it determines that withholding notice is
in the interest of the Holders.


15.  Trustee Dealings with the Company
     ---------------------------------

          Subject to certain limitations imposed by the Act, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.


16.  No Recourse Against Others
     --------------------------
<PAGE>

                                                                              13

          A director, officer, employee or stockholder, as such, of the Company
or any Subsidiary Guarantor shall not have any liability for any obligations of
the Company or a Subsidiary Guarantor under the Securities or the Indenture or
for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.


17.  Governing Law
     -------------

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


18.  Authentication
     --------------

          This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.


19.  Abbreviations
     -------------

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


20.  Holders' Compliance with Registration Agreement
     -----------------------------------------------

          Each Holder of a Security, by acceptance hereof, acknowledges and
agrees to the provisions of the Registration Agreement, including, without
limitation, the obligations of the Holders with respect to a registration and
the indemnification of the Company to the extent provided therein.
<PAGE>

                                                                              14

21.  CUSIP Numbers
     -------------

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

     The Company will furnish to any Securityholder upon written request and
without charge to the Securityholder a copy of the Indenture which has in it the
text of this Security in larger type. Requests may be made to:

     Delco Remy International, Inc.
     2902 Enterprise Drive
     Anderson, IN 46013
     Attention: General Counsel
<PAGE>

                                                                              15

                                ASSIGNMENT FORM



To assign this Security, fill in the form below:

I or we assign and transfer this Security to


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

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


and irrevocably appoint _________________________ agent to transfer this
Security 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 other side of this Security.

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were
owned by the Company or any Affiliate of the Company, the undersigned confirms
that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

     (1)  [_]    to the Company; or

     (2)  [_]    pursuant to an effective registration statement under the
                 Securities Act of 1933; or

     (3)  [_]    inside the United States to a "qualified institutional buyer"
                 (as defined in Rule 144A under the Securities Act of 1933) that
                 purchases for its own account or for the
<PAGE>

                                                                              16

                 account of a qualified institutional buyer to whom notice is
                 given that such transfer is being made in reliance on Rule
                 144A, in each case pursuant to and in compliance with Rule 144A
                 under the Securities Act of 1933; or

     (4)  [_]    outside the United States in an offshore transaction within the
                 meaning of Regulation S under the Securities Act in compliance
                 with Rule 904 under the Securities Act of 1933; or

     (5)  [_]    pursuant to the exemption from registration provided by Rule
                 144 under the Securities Act of 1933.

          If such transfer is being made pursuant to an offshore transaction in
accordance with Rule 904 under the Securities Act, the undersigned further
certifies that:

          (i)   the offer of the Securities was not made to a person in the
     United States;

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

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

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

          (v)   we have advised the transferee of the transfer restrictions
     applicable to the Securities; and

          (vi)  if the circumstances set forth in Rule 904(B) under the
     Securities Act are applicable, we have complied with the additional
     conditions therein, including (if applicable) sending a confirmation or
     other notice stating that the Securities may be offered and sold
<PAGE>

                                                                              17

     during the distribution compliance period specified in Rule 903 of
     Regulation S; pursuant to registration of the Securities under the
     Securities Act; or pursuant to an available exemption from the registration
     requirements under the Securities Act.

     Unless one of the boxes is checked, the Trustee will refuse to register any
of the Securities evidenced by this certificate in the name of any person other
than the registered holder thereof; provided, however, that if box (4) or (5) is
                                    --------  -------
checked, the Trustee may require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other information as the
Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption
provided by Rule 144 under such Act.



                                       ________________________
                                               Signature

Signature Guarantee:

____________________________                   _______________________________
Signature must be guaranteed                   Signature

     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.

________________________________________________________________________________
<PAGE>

                                                                              18

             TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

          The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.


Dated: ________________       ______________________________
                              NOTICE:  To be executed by
                                       an executive officer
<PAGE>

                                                                              19

                     [TO BE ATTACHED TO GLOBAL SECURITIES]

             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

          The following increases or decreases in this Global Security have been
     made:

<TABLE>
<S>                <C>                        <C>                      <C>                      <C>
Date of                Amount of decrease     Amount of increase       Principal amount of      Signature of
Exchange               in Principal           in Principal Amount      this Global              authorized
                       Amount of this         of this Global           Security following       signatory of
                       Global Security        Security                 such decrease or         Trustee or
                                                                       increase                 Securities
                                                                                                Custodian
</TABLE>
<PAGE>

                                                                              20

                      OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 4.06 or Section 4.09 of the Indenture, check the box:

                                      [_]

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.06 or Section 4.09 of the Indenture, state the
amount in principal amount:  $


Date: ___________________    Your Signature: _________________________________
                                             (Sign exactly as your name
                                             appears on the other side of
                                             this Security.)

Signature Guarantee: _________________________________________________________
                        (Signature must be guaranteed)


     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.
<PAGE>

                                                                       EXHIBIT A

                      [FORM OF FACE OF EXCHANGE SECURITY
                         OR PRIVATE EXCHANGE SECURITY]

*/**/
- --

CUSIP No.
No.                                                $

                    11% Senior Subordinated Notes Due 2009

          DELCO REMY INTERNATIONAL, INC., a Delaware corporation, promises to
pay to _______________________, or registered assigns, the principal sum of
_______________________ Dollars on May 1, 2009.


          Interest Payment Dates:  May 1 and November 1, commencing November 1,
2001.

          Record Dates:  April 15 and October 15.

          Additional provisions of this Security are set forth on the other side
of this Security.


                                              DELCO REMY INTERNATIONAL, INC.

                                                by

                                                   _____________________________
                                                   President


                                                   _____________________________
                                                   Secretary
<PAGE>

                                                                               2

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION                      Dated:

FIRST UNION NATIONAL BANK,
     as Trustee, certifies
     that this is one of
     the Securities referred
     to in the Indenture.

     by
         _____________________________
              Authorized Signatory



_______________________

*/ If the Security is to be issued in global form, add the Global Securities
-
Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1
captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL SECURITY".
<PAGE>

                                                                               3

**/ If the Security is a Private Exchange Security issued in a Private Exchange
--
to an Initial Purchaser holding an unsold portion of its initial allotment, add
the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the
Assignment Form included in this Exhibit A with the Assignment Form included in
such Exhibit 1.
<PAGE>

                                                                               4

                  [FORM OF REVERSE SIDE OF EXCHANGE SECURITY
                         OR PRIVATE EXCHANGE SECURITY]


                     11% Senior Subordinated Note Due 2009



1.   Interest
     --------

          Delco Remy International, Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
                                      -------
principal amount of this Security at the rate per annum shown above[; provided,
                                                                      --------
however, that if a Registration Default (as defined in the Registration
-------
Agreement) occurs, additional interest will accrue on this Security at a rate of
0.50% per annum (increasing by an additional 0.50% per annum after each
consecutive 90-day period that occurs after the date on which such Registration
default occurs up to a maximum additional interest rate of 2.00%) from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured.]/1/ The
Company will pay interest semiannually on May 1 and November 1 of each year,
commencing November 1, 2001. Interest on the Securities will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from [April 26, 2001][date of issuance of Additional Securities]. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. The
Company shall pay interest on overdue principal at the rate borne by the
Securities plus 1% per annum, and it shall pay interest on overdue installments
of interest at the same rate to the extent lawful.


_______________________
1.   Insert if at the date of issuance of the Exchange Security or Private
Exchange Security (as the case may be) any Registration Default has occurred
with respect to the related Initial Securities during the interest period in
which such date of issuance occurs.
<PAGE>

                                                                               5

2.  Method of Payment
    -----------------

          The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the April 15 or October 15 immediately preceding the interest
payment date even if Securities are canceled after the record date and on or
before the interest payment date. Holders must surrender Securities to a Paying
Agent to collect principal payments. The Company will pay principal and interest
in money of the United States that at the time of payment is legal tender for
payment of public and private debts. Payments in respect of the Securities
represented by a Global Security (including principal, premium and interest)
will be made by wire transfer of immediately available funds to the accounts
specified by The Depository Trust Company. The Company will make all payments in
respect of a certificated Security (including principal, premium and interest),
by mailing a check to the registered address of each Holder thereof; provided,
                                                                     --------
however, that payments on a certificated Security will be made by wire transfer
-------
to a U.S. dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving written notice
to the Trustee or the Paying Agent to such effect designating such account no
later than 30 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion).


3.  Paying Agent and Registrar
    --------------------------

          Initially, FIRST UNION NATIONAL BANK, a national banking association
("Trustee"), will act as Paying Agent and Registrar. The Company may appoint
  -------
and change any Paying Agent, Registrar or co-registrar without notice. The
Company or any of its domestically incorporated Wholly Owned Subsidiaries may
act as Paying Agent, Registrar or co-registrar.


4.  Indenture
    ---------

          The Company issued the Securities under an Indenture dated as of April
26, 2001 ("Indenture"), between the Company and the Trustee. The terms of the
           ---------
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
                                                              ------
<PAGE>

                                                                               6

(S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act").
                                                                     ---
Terms defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms.

          The Securities are unsecured senior subordinated obligations of the
Company. The Company shall be entitled, subject to its compliance with Section
4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.13
of the Indenture. This Security is one of the [Exchange] [Private Exchange]
Securities referred to in the Indenture. The Initial Securities issued on the
Issue Date, any Additional Securities and all Exchange Securities or Private
Exchange Securities issued in exchange therefor will be treated as a single
class for all purposes under the Indenture. The Initial Securities and the
Exchange Securities are treated as a single class of securities under the
Indenture. The Indenture imposes certain limitations on the Incurrence of
Indebtedness by the Company and its Restricted Subsidiaries; the payment of
dividends on, and redemption of, Capital Stock of the Company and its Restricted
Subsidiaries and the redemption of certain Subordinated Obligations of the
Company and its Restricted Subsidiaries; Investments; sales of assets and
Restricted Subsidiary Capital Stock; certain transactions with Affiliates of the
Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries;
the creation of Liens; and consolidations, mergers and transfers of all or
substantially all of the Company's assets. In addition, the Indenture prohibits
certain restrictions on distributions and dividends from Restricted
Subsidiaries. All of these limitations and prohibitions, however, are subject to
a number of important qualifications contained in the Indenture.

          To guarantee the due and punctual payment of the principal and
interest, if any, on the Securities and all other amounts payable by the Company
under the Indenture and the Securities when and as the same shall be due and
payable, whether at maturity, by acceleration or otherwise, according to the
terms of the Securities and the Indenture, the Subsidiary Guarantors have
unconditionally guaranteed the Obligations on a senior subordinated basis
pursuant to the terms of the Indenture.
<PAGE>

                                                                               7

5.  Optional Redemption
    -------------------

          Except as set forth below, the Company will not be entitled to redeem
the Securities at its option prior to May 1, 2005.

          On and after May 1, 2005, the Company will be entitled at its option
to redeem all or a portion of the Securities upon not less than 30 nor more than
60 days' prior notice, at the redemption prices (expressed in percentages of
principal amount), plus accrued interest to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date), if redeemed during the 12-month period
commencing on May 1 of the years set forth below:


     Period                                                        Redemption
     ------                                                           Price
                                                                      -----

     2005....................................................       105.500%
     2006....................................................       103.667%
     2007....................................................       101.833%
     2008 and thereafter.....................................       100.000%

          In addition, before May 1, 2004, the Company may at its option on one
or more occasions redeem Securities (which includes Additional Securities, if
any) in an aggregate principal amount not to exceed 35% of the aggregate
principal amount of the Securities (which includes Additional Securities, if
any) originally issued at a redemption price (expressed as a percentage of
principal amount) of 111%, plus accrued and unpaid interest to the redemption
date, with the net cash proceeds from one or more Public Equity Offerings;
provided, however, that
--------  -------

          (1) at least 65% of such aggregate principal amount of Securities
     (which includes Additional Securities, if any) remains outstanding
     immediately after the occurrence of each such redemption (other than
     Securities held, directly or indirectly, by the Company or its Affiliates);
     and

          (2) each such redemption occurs within 90 days after the date of the
     related Public Equity Offering.
<PAGE>

                                                                               8

6.  Notice of Redemption
    --------------------

          Notice of optional redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his registered address.  Securities in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000.  If money sufficient to pay the redemption price of and
accrued interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date and certain other conditions are satisfied, on and after such date interest
ceases to accrue on such Securities (or such portions thereof) called for
redemption.


7.  Put Provisions
    --------------

          Upon a Change of Control, unless the Company has elected to redeem the
Securities pursuant to paragraph 5, any Holder of Securities will have the
right, subject to certain conditions specified in the Indenture, to cause the
Company to repurchase all or any part of the Securities of such Holder at a
purchase price equal to 101% of the principal amount of the Securities to be
repurchased plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date that is on or prior
to the date of purchase) as provided in, and subject to the terms of, the
Indenture.


8.  Subordination
    -------------

          The Securities are subordinated to Senior Indebtedness of the Company,
as defined in the Indenture.  To the extent provided in the Indenture, Senior
Indebtedness of the Company must be paid before the Securities may be paid.  In
addition, each Subsidiary Guaranty is subordinated to Senior Indebtedness of the
relevant Guarantor Subsidiary, as defined in the Indenture.  The Company and
each Guarantor Subsidiary agrees, and each Securityholder by accepting a
Security agrees, to the subordination provisions contained in the Indenture and
authorizes the Trustee to give it effect and appoints the Trustee as attorney-
in-fact for such purpose.


9.  Denominations; Transfer; Exchange
    ---------------------------------
<PAGE>

                                                                               9

          The Securities are in registered form without coupons in denominations
of $1,000 and whole multiples of $1,000.  A Holder may transfer or exchange
Securities in accordance with the Indenture.  Upon any transfer or exchange, the
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes required by
law or permitted by the Indenture.  The Registrar need not register the transfer
of or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or to transfer or exchange any Securities for a period of 15 days prior to a
selection of Securities to be redeemed or 15 days before an interest payment
date.


10.  Persons Deemed Owners
     ---------------------

          The registered Holder of this Security may be treated as the owner of
it for all purposes.


11.  Unclaimed Money
     ---------------

          If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its written request unless an abandoned property law designates
another Person.  After any such payment, Holders entitled to the money must look
only to the Company and not to the Trustee for payment.


12.  Discharge and Defeasance
     ------------------------

          Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the
payment of principal and interest on the Securities to redemption or maturity,
as the case may be.
<PAGE>

                                                                              10

13.  Amendment, Waiver
     -----------------

          Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount of the Securities then
outstanding and (ii) any default or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in principal amount
of the Securities then outstanding.  Subject to certain exceptions set forth in
the Indenture, without the consent of any Securityholder, the Company, the
Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities
to cure any ambiguity, omission, defect or inconsistency, or to comply with
Article V of the Indenture, or to provide for uncertificated Securities in
addition to or in place of certificated Securities, or to make certain changes
in the subordination provisions, or to add guarantees with respect to the
Securities or to secure the Securities, or to add additional covenants or
surrender rights and powers conferred on the Company, or to comply with any
request of the SEC in connection with qualifying the Indenture under the Act, or
to release a Subsidiary Guarantor when permitted by the Indenture, or to make
any other change that does not adversely affect the rights of any
Securityholder, or to provide for the issuance and authorization of the Exchange
Securities.
<PAGE>

                                                                              11

14.  Defaults and Remedies
     ---------------------

          Under the Indenture, Events of Default include (i) default for 30 days
in payment of interest on the Securities (whether or not such payment is
prohibited by the subordination provision of the Indenture); (ii) default in
payment of principal on the Securities at maturity, upon redemption pursuant to
paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the
Company to redeem or purchase, upon declaration or otherwise (whether or not
such payment is prohibited by the subordination provision of the Indenture),
Securities when required; (iii) failure by the Company or any Subsidiary
Guarantor to comply with other agreements in the Indenture or the Securities, in
certain cases subject to notice and lapse of time; (iv) certain accelerations
(including failure to pay within any grace period after final maturity) of other
Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds
$10,000,000 and such acceleration continues for 10 days after notice; (v)
certain events of bankruptcy, insolvency or reorganization with respect to the
Company and the Significant Subsidiaries; (vi) certain judgments or decrees not
covered by insurance for the payment of money in excess of $10,000,000 or its
foreign currency equivalent against the Company or a Significant Subsidiary; and
(vii) a Subsidiary Guaranty ceasing or otherwise failing to be in full force and
effect (other than in accordance with its terms) and such default continues for
10 days after notice.  If any of certain Events of Default enumerated in the
Indenture occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the Securities may declare all the Securities to be due
and payable immediately subject to certain conditions.  Certain events of
bankruptcy or insolvency are Events of Default which will result in the
Securities being due and payable immediately upon the occurrence of such Events
of Default.

          Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture.  The Trustee may refuse to enforce the Indenture
or the Securities unless it receives reasonable indemnity or security.  Subject
to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power.  The
Trustee may withhold from Securityholders notice of any continuing Default
(except a Default in payment of principal or interest) if it determines that
withholding notice is in the interest of the Holders.
<PAGE>

                                                                              12

15.  Trustee Dealings with the Company
     ---------------------------------

          Subject to certain limitations imposed by the Act,  the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.


16.  No Recourse Against Others
     --------------------------

          A director, officer, employee or stockholder, as such, of the Company
or any Subsidiary Guarantor shall not have any liability for any obligations of
the Company or a Subsidiary Guarantor under the Securities or the Indenture or
for any claim based on, in respect of or by reason of such obligations or their
creation.  By accepting a Security, each Securityholder waives and releases all
such liability.  The waiver and release are part of the consideration for the
issue of the Securities.


17.  Governing Law
     -------------

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


18.  Authentication
     --------------

          This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.


19.  Abbreviations
     -------------

          Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint
<PAGE>

                                                                              13

tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

20.  Holders' Compliance with Registration Agreement
     -----------------------------------------------

          Each Holder of a Security, by acceptance hereof, acknowledges and
agrees to the provisions of the Registration Agreement, including, without
limitation, the obligations of the Holders with respect to a registration and
the indemnification of the Company to the extent provided therein.


21.  CUSIP Numbers
     -------------

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


     The Company will furnish to any Securityholder upon written request and
without charge to the Securityholder a copy of the Indenture which has in it the
text of this Security in larger type.  Requests may be made to:

     Delco Remy International, Inc.
     2902 Enterprise Drive
     Anderson, IN 46013
     Attention: General Counsel
<PAGE>

                                                                              14

                                ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


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

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


and irrevocably appoint                           agent to transfer this
Security 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 other side of this Security.
<PAGE>

                                                                              15

                      OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 4.06 or Section 4.09 of the Indenture, check the box:


                                      [_]

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.06 or Section 4.09 of the Indenture, state the
amount in principal amount:  $


Date: _______________  Your Signature:

    ______________________
                                         (Sign exactly as your name appears on
                                         the other side of this Security.)

Signature Guarantee: _______________________________________
                        (Signature must be guaranteed)


     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.
<PAGE>

                                                                       EXHIBIT B

                         FORM OF SUPPLEMENTAL INDENTURE


                    SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
                                                  ----------------------
               dated as of                     , among [SUBSIDIARY GUARANTOR]
               (the "New Subsidiary Guarantor"), a subsidiary of Delco Remy
                     ------------------------
               International Inc. (or its successor), a Delaware corporation
               (the "Company"), DELCO REMY INTERNATIONAL, INC., on behalf of
                     -------
               itself and the Subsidiary Guarantors (the "Existing Subsidiary
                                                          -------------------
               Guarantors") under the Indenture referred to below, and FIRST
               ----------
               UNION NATIONAL BANK, a national banking 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 April 26, 2001, providing
                           ---------
for the issuance of 11% Senior Subordinated Notes due 2009 (the "Securities");
                                                                 ----------

          WHEREAS Section 4.13 of the Indenture provides that under certain
circumstances the Company is required to cause the New Subsidiary Guarantor to
execute and deliver to the Trustee a supplemental indenture pursuant to which
the New Subsidiary Guarantor shall unconditionally guarantee all of the
Company's obligations under the Securities pursuant to a Subsidiary Guaranty on
the terms and conditions set forth herein; and

          WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the
Company and Existing Subsidiary Guarantors are authorized to execute and deliver
this Supplemental Indenture;
<PAGE>

          NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the New
Subsidiary Guarantor, the Company, the Existing Subsidiary Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the
holders of the Securities as follows:

          1.  Definitions.  (a)  Capitalized terms used herein without
              ------------
definition shall have the meanings assigned to them in the Indenture.

          (b)  For all purposes of this Supplement, except as otherwise herein
expressly provided or unless the context otherwise requires:  (i) the terms and
expressions used herein shall have the same meanings as corresponding terms and
expressions used in the Indenture; and (ii) the words "herein," "hereof" and
"hereby" and other words of similar import used in this Supplement refer to this
Supplement as a whole and not to any particular section hereof.

          2.  Agreement to Guarantee.  The New Subsidiary Guarantor hereby
              -----------------------
agrees, jointly and severally with all other Subsidiary Guarantors, to guarantee
the Company's obligations under the Securities on the term and subject to the
conditions set forth in Article 11 of the Indenture and to be bound by all other
applicable provisions of the Indenture.

          3.  Ratification of Indenture; Supplemental Indentures Part of
              ----------------------------------------------------------
Indenture.  Except as expressly amended hereby, the Indenture is in all respects
----------
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect.  This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.

          4.  Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
              --------------
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK 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.

          5.  Trustee Makes No Representation. The Trustee makes no
              --------------------------------
representation as to the validity or sufficiency of this Supplemental Indenture.

          6.  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.
<PAGE>

                                                                               3

          7.  Effect of Headings.  The Section headings herein are for
              -------------------
convenience only and shall not effect the construction thereof.


          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.


                                             [NEW SUBSIDIARY GUARANTOR],

                                               by
                                                  ______________________________
                                                  Name:
                                                  Title:


                                             DELCO REMY INTERNATIONAL, INC., on
                                             behalf of itself and the Existing
                                             Subsidiary Guarantors,

                                               by
                                                  ______________________________
                                                  Name:
                                                  Title:


                                             FIRST UNION NATIONAL BANK,
                                             as Trustee,

                                               by
                                                  ______________________________
                                                  Name:
                                                  Title: