<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

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

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

                         International Wire Group, Inc.

               10 3/8% Senior Secured Notes Due February 28, 2005

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

                                    INDENTURE

                            Dated as of May 30, 2003

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

                Wells Fargo Bank Minnesota, National Association

                                   as Trustee

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

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

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                                           Indenture
Section                                                                          Section
-------                                                                          -------
<S>                                                                             <C>
310(a)(1)                 ...................................................   7.10
     (a)(2)               ...................................................   7.10
     (a)(3)               ...................................................   N.A.
     (a)(4)               ...................................................   N.A.
     (b)                  ...................................................   7.08; 7.10
     (c)                  ...................................................   N.A.
311(a)                    ...................................................   7.11
     (b)                  ...................................................   7.11
     (c)                  ...................................................   N.A.
312(a)                    ...................................................   2.05
     (b)                  ...................................................   N.A.
     (c)                  ...................................................   N.A.
313(a)                    ...................................................   7.06
     (b)(1)               ...................................................   11.04(d)
     (b)(2)               ...................................................   11.04(d), 7.06
     (c)                  ...................................................   N.A.
     (d)                  ...................................................   7.06
314(a)                    ...................................................   4.02; 4.08
     (b)                  ...................................................   11.05
     (c)(1)               ...................................................   N.A.
     (c)(2)               ...................................................   N.A.
     (c)(3)               ...................................................   N.A.
     (d)                  ...................................................   11.04(d), 11.05, 11.10
     (e)                  ...................................................   N.A.
     (f)                  ...................................................   4.08
315(a)                    ...................................................   7.01
     (b)                  ...................................................   7.05; 13.02
     (c)                  ...................................................   7.01
     (d)                  ...................................................   7.01
     (e)                  ...................................................   6.11
316(a)(last sentence)     ...................................................   N.A.
     (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)                    ...................................................   N.A.
</TABLE>

                            N.A. means Not Applicable.

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                            Page
                                                                                                            ----
<S>                                                                                                         <C>
                                                    ARTICLE 1

                                      Definitions and Incorporation by Reference

SECTION 1.01.              Definitions..................................................................      1
SECTION 1.02.              Other Definitions............................................................     27
SECTION 1.03.              Incorporation by Reference of Trust Indenture Act............................     27
SECTION 1.04.              Rules of Construction........................................................     27

                                                    ARTICLE 2

                                                 The Securities

SECTION 2.01.              Form and Dating..............................................................     28
SECTION 2.02.              Execution and Authentication.................................................     29
SECTION 2.03.              Registrar and Paying Agent...................................................     29
SECTION 2.04.              Paying Agent To Hold Money in Trust..........................................     30
SECTION 2.05.              Securityholder Lists.........................................................     30
SECTION 2.06.              Transfer and Exchange........................................................     30
SECTION 2.07.              Replacement Securities.......................................................     30
SECTION 2.08.              Outstanding Securities.......................................................     31
SECTION 2.09.              Temporary Securities.........................................................     31
SECTION 2.10.              Cancellation.................................................................     31
SECTION 2.11.              Defaulted Interest...........................................................     31
SECTION 2.12.              CUSIP Numbers................................................................     31
SECTION 2.13.              Issuance of Additional Securities............................................     32
SECTION 2.14.              Designated Senior Indebtedness...............................................     32

                                                    ARTICLE 3

                                                   Redemption

SECTION 3.01.              Notices to Trustee...........................................................     32
SECTION 3.02.              Notice of Redemption.........................................................     33
SECTION 3.03.              Effect of Notice of Redemption...............................................     33
SECTION 3.04.              Deposit of Redemption Price..................................................     33

                                                    ARTICLE 4

                                                    Covenants

SECTION 4.01.              Payment of Securities........................................................     34
SECTION 4.02.              SEC Reports..................................................................     34
SECTION 4.03.              Limitation on Indebtedness...................................................     34
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                          <C>
SECTION 4.04.              Limitation on Restricted Payments............................................     37
SECTION 4.05.              Limitation on Restrictions on Distributions from Restricted Subsidiaries.....     40
SECTION 4.06.              Limitation on Sales of Assets and Subsidiary Stock...........................     41
SECTION 4.07.              Limitation on Affiliate Transactions.........................................     45
SECTION 4.08.              Change of Control............................................................     47
SECTION 4.09.              Limitation on Liens..........................................................     48
SECTION 4.10.              Limitation on Sale/Leaseback Transactions....................................     48
SECTION 4.11.              First Priority Security Interest.............................................     49
SECTION 4.12.              Future Guarantors............................................................     50
SECTION 4.13.              Impairment of Security Interest..............................................     50
SECTION 4.14.              Material After-Acquired Property.............................................     50
SECTION 4.15.              Business Activities..........................................................     50
SECTION 4.16.              Compliance Certificate.......................................................     51
SECTION 4.17.              Further Instruments and Acts.................................................     51

                                                    ARTICLE 5

                                               Successor Company

SECTION 5.01.              When Company May Merge or Transfer Assets....................................     51

                                                    ARTICLE 6

                                              Defaults and Remedies

SECTION 6.01.              Events of Default............................................................     53
SECTION 6.02.              Acceleration.................................................................     55
SECTION 6.03.              Other Remedies...............................................................     55
SECTION 6.04.              Waiver of Past Defaults......................................................     56
SECTION 6.05.              Control by Majority..........................................................     56
SECTION 6.06.              Limitation on Suits..........................................................     56
SECTION 6.07.              Rights of Holders to Receive Payment.........................................     57
SECTION 6.08.              Collection Suit by Trustee...................................................     57
SECTION 6.09.              Trustee May File Proofs of Claim.............................................     57
SECTION 6.10.              Priorities...................................................................     57
SECTION 6.11.              Undertaking for Costs........................................................     57
SECTION 6.12.              Waiver of Stay or Extension Laws.............................................     58

                                                    ARTICLE 7

                                                     Trustee

SECTION 7.01.              Duties of Trustee............................................................     58
SECTION 7.02.              Rights of Trustee............................................................     59
SECTION 7.03.              Individual Rights of Trustee.................................................     60
SECTION 7.04.              Trustee's Disclaimer.........................................................     60
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                                          <C>
SECTION 7.05.              Notice of Defaults...........................................................     60
SECTION 7.06.              Reports by Trustee to Holders................................................     60
SECTION 7.07.              Compensation and Indemnity...................................................     60
SECTION 7.08.              Replacement of Trustee.......................................................     61
SECTION 7.09.              Successor Trustee by Merger..................................................     62
SECTION 7.10.              Eligibility; Disqualification................................................     62
SECTION 7.11.              Preferential Collection of Claims Against Company............................     62

                                                    ARTICLE 8

                                        Discharge of Indenture; Defeasance

SECTION 8.01.              Discharge of Liability on Securities; Defeasance.............................     62
SECTION 8.02.              Conditions to Defeasance.....................................................     63
SECTION 8.03.              Application of Trust Money...................................................     64
SECTION 8.04.              Repayment to Company.........................................................     65
SECTION 8.05.              Indemnity for Government Obligations.........................................     65
SECTION 8.06.              Reinstatement................................................................     65

                                                    ARTICLE 9

                                                   Amendments

SECTION 9.01.              Without Consent of Holders...................................................     65
SECTION 9.02.              With Consent of Holders......................................................     66
SECTION 9.03.              Compliance with Trust Indenture Act..........................................     67
SECTION 9.04.              Revocation and Effect of Consents and Waivers................................     67
SECTION 9.05.              Notation on or Exchange of Securities........................................     68
SECTION 9.06.              Trustee To Sign Amendments...................................................     68
SECTION 9.07.              Payment for Consent..........................................................     68

                                                   ARTICLE 10

                                                   Guaranties

SECTION 10.01.             Guaranties...................................................................     68
SECTION 10.02.             Limitation on Liability......................................................     70
SECTION 10.03.             Successors and Assigns.......................................................     70
SECTION 10.04.             No Waiver....................................................................     71
SECTION 10.05.             Modification.................................................................     71
SECTION 10.06.             Release of Subsidiary Guarantor..............................................     71

                                                   ARTICLE 11

                                               Security Documents

SECTION 11.01.             Security Documents...........................................................     71
SECTION 11.02.             Recording and Opinions.......................................................     72
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<S>                                                                                                          <C>
SECTION 11.03.             Disposition of Collateral Without Release....................................     73
SECTION 11.04.             Release of Collateral........................................................     74
SECTION 11.05.             Certificates and Opinions of Counsel.........................................     76
SECTION 11.06.             Eminent Domain, Expropriation and Other Governmental
                           Takings......................................................................     76
SECTION 11.07.             Powers Exercisable by Receiver or Trustee....................................     77
SECTION 11.08.             Disposition of Obligations Received..........................................     78
SECTION 11.09.             Determinations Relating to Collateral........................................     78
SECTION 11.10.             Certificates of the Trustee..................................................     78
SECTION 11.11.             Authorization of Actions to Be Taken by the Trustee Under the
                             Security Documents.........................................................     79
SECTION 11.12.             Authorization of Receipt of Funds by the Trustee Under the
                             Security Documents.........................................................     79
SECTION 11.13.             Termination of Security Interest.............................................     79
SECTION 11.14.             Collateral Agent.............................................................     80
SECTION 11.15.             Remedies Upon an Event of Default............................................     80

                                                   ARTICLE 12

                                            Application of Trust Moneys

SECTION 12.01.             "Trust Moneys" Defined.......................................................     80
SECTION 12.02.             Retirement of Securities.....................................................     81
SECTION 12.03.             Withdrawals of Insurance Proceeds and Condemnation Awards....................     82
SECTION 12.04.             Powers Exercisable Notwithstanding Event of Default..........................     85
SECTION 12.05.             Powers Exercisable by Trustee or Receiver....................................     85
SECTION 12.06.             Disposition of Securities Retired............................................     85
SECTION 12.07.             Investment and Use of Trust Moneys...........................................     85

                                                   ARTICLE 13

                                                 Miscellaneous

SECTION 13.01.             Trust Indenture Act Controls.................................................     86
SECTION 13.02.             Notices......................................................................     86
SECTION 13.03.             Communication by Holders with Other Holders..................................     87
SECTION 13.04.             Certificate and Opinion as to Conditions Precedent...........................     87
SECTION 13.05.             Statements Required in Certificate or Opinion................................     87
SECTION 13.06.             When Securities Disregarded..................................................     88
SECTION 13.07.             Rules by Trustee, Paying Agent and Registrar.................................     88
SECTION 13.08.             Legal Holidays...............................................................     88
SECTION 13.09.             Governing Law................................................................     88
SECTION 13.10.             No Recourse Against Others...................................................     88
SECTION 13.11.             Successors...................................................................     89
SECTION 13.12.             Multiple Originals...........................................................     89
SECTION 13.13.             Table of Contents; Headings..................................................     89
</TABLE>

                                      -iv-

<PAGE>

Rule 144A/Regulation S Appendix

Exhibit 1 -           Form of Initial Security

Exhibit A -           Form of Exchange Security or Private Exchange Security

                                       -v-

<PAGE>

                                    INDENTURE dated as of May 30, 2003, between
                           INTERNATIONAL WIRE GROUP, INC., a Delaware
                           corporation (the "Company"), INTERNATIONAL WIRE
                           HOLDING COMPANY, IWG RESOURCES LLC, WIRE
                           TECHNOLOGIES, INC., OMEGA WIRE, INC., INTERNATIONAL
                           WIRE ROME OPERATIONS, INC., OWI CORPORATION and
                           CAMDEN WIRE CO., INC., as guarantors (collectively,
                           the "Guarantors") and WELLS FARGO BANK MINNESOTA,
                           NATIONAL ASSOCIATION, a national banking association,
                           as trustee (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.

                  "11.75% Senior Subordinated Notes" means the $150,000,000
aggregate principal amount of 11.75% Senior Subordinated Notes due June 1, 2005
issued by the Company under an indenture dated as of June 12, 1995, among the
Company, as issuer, certain of its Subsidiaries, as guarantors and IBJ Schroeder
Bank & Trust Company, as trustee.

                  "11.75% Series B Senior Subordinated Notes" means the
$150,000,000 aggregate principal amount of 11.75% Series B Senior Subordinated
Notes due June 1, 2005 issued by the Company under an indenture dated as of June
17, 1997, among the Company as issuer, certain of its Subsidiaries, as
guarantors and IBJ Schroeder Bank & Trust Company, as trustee.

                  "14% Senior Subordinated Notes" means the $5,000,000 aggregate
principal amount of 14% Senior Subordinated Notes due June 1, 2005 issued by the
Company under an indenture dated as of February 12, 1997, among the Company as
issuer, certain of its Subsidiaries, as guarantors and IBJ Schroeder Bank &
Trust Company, as trustee.

                  "Additional Assets" means:

                  (1)      any property, plant or equipment used in a Related
         Business;

<PAGE>

                                                                               2

                  (2)      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

                  (3)      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 clause (2)
or (3) above is primarily engaged in a Related Business.

                  "Additional Securities" means, subject to the Company's
compliance with Section 4.03, 10 3/8% Senior Secured Notes Due February 28, 2005
issued from time to time after the Issue Date (other than pursuant to Section
2.06, 2.07 or 2.09 of this Indenture and other than Exchange Securities and
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 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:

                  (1)      any shares of Capital Stock of a Restricted
         Subsidiary (other than directors' qualifying shares or shares required
         by applicable law to be held by a Person other than the Company or a
         Restricted Subsidiary);

                  (2)      all or substantially all the assets of any division
         or line of business of the Company or any Restricted Subsidiary; or

                  (3)      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 clauses (1), (2) and (3) above,

<PAGE>

                                                                               3

                           (A)      a disposition by a Restricted Subsidiary to
                  the Company or by the Company or a Restricted Subsidiary to
                  another Restricted Subsidiary (other than a disposition of
                  Collateral to a Foreign Subsidiary);

                           (B)      dispositions of Collateral having an
                  aggregate book value not to exceed $10.0 million by the
                  Company or a Domestic Subsidiary to a Foreign Subsidiary;

                           (C)      for purposes of Section 4.06 only, (x) a
                  disposition (other than a disposition of Collateral) that
                  constitutes a Restricted Payment (or would constitute a
                  Restricted Payment but for the exclusions from the definition
                  thereof) and that is not prohibited by Section 4.04 and (y) a
                  disposition of all or substantially all the assets of the
                  Company in accordance with Section 5.01;

                           (D)      a disposition of obsolete assets in the
                  ordinary course of business;

                           (E)      a disposition of cash or Temporary Cash
                  Investments;

                           (F)      the creation of a Lien (but not the sale or
                  other disposition of the property subject to such Lien); and

                           (G)      a disposition of assets with a fair market
                  value of less than $250,000; provided, however, that the
                  aggregate amount of such fair market value may not exceed
                  $500,000 in any calendar year.

                  For purposes of Section 4.06 only, the disposition of Capital
Stock of a Person shall be treated as a disposition of all Collateral owned by
such Person if after giving effect to such disposition of such Capital Stock,
the Company and the Restricted Subsidiaries do not control such Person.

                  "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); provided, however, that if such
Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of
Indebtedness represented thereby will be determined in accordance with the
definition of "Capital Lease Obligation".

                  "Average Life" means, as of the date of determination, with
respect to any Indebtedness, the quotient obtained by dividing:

                  (1)      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 or redemption or similar payment with respect to
         such Indebtedness multiplied by the amount of such payment by

<PAGE>

                                                                               4

                  (2)      the sum of all such payments.

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

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

                  "Capital Lease Obligation" 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. For purposes of Section 4.09, a Capital
Lease Obligation will be deemed to be secured by a Lien on the property being
leased.

                  "Capital Stock" of any Person means any and all shares,
interests (including partnership 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)      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 Rules
         13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a
         majority of the voting power of the Voting Stock of the Company (for
         the purposes of this clause (1), such other person shall be deemed to
         beneficially own any Voting Stock of a specified person held by a
         parent entity, if such other person is the beneficial owner (as defined
         in this clause (1)), directly or indirectly, of a majority of the
         voting power of the Voting Stock of such parent entity);

                  (2)      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
         shareholders of the Company was approved by a vote of 66-2/3% 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;

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

                  (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

<PAGE>

                                                                               5

         basis) to another Person other than (i) a transaction in which the
         survivor or transferee is a Person that is controlled by the Permitted
         Holders or (ii) 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 consolidation
         transaction immediately after such transaction and (B) in the case of a
         sale of assets transaction, each transferee becomes an obligor in
         respect of the Securities and a Subsidiary of the transferor of such
         assets.

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

                  "Collateral" means all the collateral provided for under and
described in the Security Documents.

                  "Collateral Agent" means Wells Fargo Bank Minnesota, National
Association, as collateral agent and any successor under the Indenture.

                  "Collateral Agreement" means the Collateral Agreement dated as
of the Issue Date among Parent, the Company, the Subsidiary Guarantors and the
Collateral Agent.

                  "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 (x) the aggregate amount of EBITDA for the period of the most
recent four consecutive fiscal quarters for which internal financial statements
are available ending prior to the date of such determination to (y) 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 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;

                  (2)      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

<PAGE>

                                                                               6

         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;

                  (3)      if since the beginning of such period the Company or
         any Restricted Subsidiary shall have made any Asset Disposition, EBITDA
         for such period shall be reduced by an amount equal to 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 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
         attributable to any Indebtedness of the Company or any Restricted
         Subsidiary repaid, repurchased, defeased 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);

                  (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, including any
         acquisition of assets occurring in connection with a transaction
         requiring a calculation to be made hereunder, which constitutes all or
         substantially all of an operating unit of a business, 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 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

<PAGE>

                                                                               7

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 on such Indebtedness shall be calculated as if the rate in effect on
the date of determination had been the applicable rate for the entire period
(taking into account 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, to the extent not included in such total interest expense,
and to the extent incurred by the Company or its Restricted Subsidiaries,
without duplication:

                  (1)      interest expense attributable to Capital Lease
         Obligations;

                  (2)      amortization of debt discount and debt issuance cost
         (other than amortization of debt discount and debt issuance cost with
         respect to the Securities);

                  (3)      capitalized interest;

                  (4)      non-cash interest expense;

                  (5)      commissions, discounts and other fees and charges
         owed with respect to letters of credit and bankers' acceptance
         financing;

                  (6)      net payments pursuant to Hedging Obligations;

                  (7)      dividends accrued in respect of all Preferred Stock
         held by Persons other than the Company or a Wholly Owned Subsidiary
         (other than dividends payable solely in Capital Stock (other than
         Disqualified Stock) of the Company); provided, however, that such
         dividends will be multiplied by a fraction the numerator of which is
         one and the denominator of which is one minus the effective combined
         tax rate of the issuer of such Preferred Stock (expressed as a decimal)
         for such period (as estimated by the chief financial officer of the
         Company in good faith);

                  (8)      interest incurred in connection with Investments in
         discontinued operations;

                  (9)      interest accruing on any Indebtedness of any other
         Person to the extent such Indebtedness is Guaranteed by (or secured by
         the assets of) the Company or any Restricted Subsidiary; and

                  (10)     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) in connection with Indebtedness Incurred by such plan
         or trust.

<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:

                  (1)      any net income of any Person (other than the Company)
         if such Person is not a Restricted Subsidiary, except that:

                           (A)      subject to the exclusion contained in clause
                  (4) 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 (3) below); and

                           (B)      the Company's equity in a net loss of any
                  such Person for such period shall be included in determining
                  such Consolidated Net Income;

                  (2)      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;

                  (3)      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
         (but in the case of any Foreign Subsidiary, only to the extent cash
         equal to such net income (or a portion thereof) for such period is not
         readily procurable to the Company by such Foreign Subsidiary (with the
         amount of cash readily procurable from such Foreign Subsidiary being
         set forth in a certificate of the Company's chief financial officer)
         pursuant to intercompany loans, repurchases of Capital Stock or
         otherwise), except that:

                           (A)      subject to the exclusion contained in clause
                  (4) 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 actually distributed by such Restricted Subsidiary 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;

                  (4)      any gain (or loss) realized upon the sale or other
         disposition of any assets of the Company, its consolidated Subsidiaries
         or any other Person

<PAGE>

                                                                               9

         (including pursuant to any sale-and-leaseback arrangement) which are
         not sold or otherwise disposed of in the ordinary course of business
         and any gain (or loss) realized upon the sale or other disposition of
         any Capital Stock of any Person;

                  (5)      extraordinary gains or losses; and

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

in each case, for such period. Notwithstanding the foregoing, for the purposes
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 Section
4.04(a)(3)(D) hereof.

                  "Credit Agreement" means the Second Amended and Restated
Credit Agreement dated as of December 20, 2001, among Parent, the borrowers
specified therein, the several lenders from time to time parties thereto and
JPMorgan Chase Bank as administrative agent, as amended prior to the Issue Date.

                  "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement with respect to currency
values.

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

                  "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 at the option of the holder) or
upon the happening of any event:

                  (1)      matures or is mandatorily redeemable (other than
         redeemable only for Capital Stock of such Person which is not itself
         Disqualified Stock) pursuant to a sinking fund obligation or otherwise;

                  (2)      is convertible or exchangeable at the option of the
         holder for Indebtedness or Disqualified Stock; or

                  (3)      is mandatorily redeemable or must be purchased upon
         the occurrence of certain events or otherwise, in whole or in part;

in each case prior to the 91st day after the Stated Maturity of the Securities;
provided, however, that any Capital Stock that would not constitute Disqualified
Stock but for provisions thereof giving holders thereof the right to require
such Person to purchase or redeem such Capital Stock upon the occurrence of an
"asset sale" or "change of control" occurring prior to the 91st day after the
Stated Maturity of the Securities shall not constitute Disqualified Stock if:

<PAGE>

                                                                              10

                  (1)      the "asset sale" or "change of control" provisions
         applicable to such Capital Stock are not more favorable to the holders
         of such Capital Stock than the terms applicable to the Securities in
         Sections 4.06 and 4.08; and

                  (2)      any such requirement only becomes operative after
         compliance with such terms applicable to the Securities, including the
         purchase of any Securities tendered pursuant thereto.

The amount of any Disqualified Stock that does not have a fixed redemption,
repayment or repurchase price shall be calculated in accordance with the terms
of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid
or repurchased on any date on which the amount of such Disqualified Stock is to
be determined pursuant to this Indenture; provided, however, that if such
Disqualified Stock could not be required to be redeemed, repaid or repurchased
at the time of such determination, the redemption, repayment or repurchase price
shall be the book value of such Disqualified Stock as reflected in the most
recent financial statements of such Person.

                  "Domestic Subsidiary" means a Restricted Subsidiary that is
incorporated or otherwise organized under the laws of the United States, any
State thereof or the District of Columbia.

                  "EBITDA" for any period means the sum of Consolidated Net
Income, plus, without duplication, the following to the extent deducted in
calculating such Consolidated Net Income:

                  (1)      all income tax expense of the Company and its
         consolidated Restricted Subsidiaries;

                  (2)      Consolidated Interest Expense;

                  (3)      depreciation and amortization expense of the Company
         and its consolidated Restricted Subsidiaries (excluding amortization
         expense attributable to a prepaid operating activity item that was paid
         in cash in a prior period);

                  (4)      all other non-cash charges of the Company and its
         consolidated Restricted Subsidiaries (excluding any such non-cash
         charge to the extent that it represents an accrual of or reserve for
         cash expenditures in any future period);

                  (5)      to the extent not included in Consolidated Interest
         Expense, any deferred debt issuance costs and cash restructuring
         expenses not to exceed $10.0 million in the aggregate during the term
         of the Securities incurred after the Issue Date in connection with the
         Refinancing of the Existing Securities;

                  (6)      any fees or expenses incurred prior to the Issue Date
         and fees or expenses not to exceed $2.5 million in the aggregate
         incurred during the term of the Securities, in each case associated
         with one or more causes of action, claims or lawsuits where the Company
         or any of its Restricted Subsidiaries is named as a potentially liable
         party relating to washing machine inlet water hoses; and

<PAGE>

                                                                              11

                  (7)      any one-time costs incurred within twelve months from
         the Issue Date in connection with the relocation of the Company's
         insulated wire operations to Durango, Mexico not to exceed $5.0 million
         in the aggregate;

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
and non- cash charges of, a Restricted Subsidiary shall be added to Consolidated
Net Income to compute EBITDA only to the extent (and in the same proportion,
including by reason of minority interests) that the net income or loss of such
Restricted Subsidiary was included in calculating Consolidated Net Income and
(x) only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to such Restricted
Subsidiary or its stockholders or (y) in the case of any Foreign Subsidiary,
only if a corresponding amount of cash is readily procurable by the Company from
such Foreign Subsidiary (with the amount of cash readily procurable from such
Foreign Subsidiary being set forth in a certificate of the Company's chief
financial officer) pursuant to intercompany loans, repurchases of Capital Stock
or otherwise; provided, however, that to the extent cash of such Foreign
Subsidiary provided the basis for including the net income of such Foreign
Subsidiary in Consolidated Net Income pursuant to clause (3) of the definition
of "Consolidated Net Income," such cash shall not be taken into account for the
purposes of determining readily procurable cash under this clause (y).

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

                  "Existing Securities" means the 11.75% Senior Subordinated
Notes, the 11.75% Series B Subordinated Notes and the 14% Senior Subordinated
Notes.

                  "Foreign Subsidiary" means any Restricted Subsidiary of the
Company that is not organized under the laws of the United States of America or
any State thereof or the District of Columbia.

                  "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:

                  (1)      the opinions and pronouncements of the Accounting
         Principles Board of the American Institute of Certified Public
         Accountants;

                  (2)      statements and pronouncements of the Financial
         Accounting Standards Board;

                  (3)      such other statements by such other entity as
         approved by a significant segment of the accounting profession; and

                  (4)      the rules and regulations of the SEC governing the
         inclusion of financial statements (including pro forma financial
         statements) in periodic reports

<PAGE>

                                                                              12

         required to be filed pursuant to Section 13 of the Exchange Act,
         including opinions and pronouncements in staff accounting bulletins and
         similar written statements from the accounting staff of the SEC.

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any Person
and any obligation, direct or indirect, contingent or otherwise, of such Person:

                  (1)      to purchase or pay (or advance or supply funds for
         the purchase or payment of) such Indebtedness 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

                  (2)      entered into for the purpose of assuring in any other
         manner the obligee of such Indebtedness 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.

                  "Guarantor" means Parent and each Subsidiary Guarantor.

                  "Guaranty Agreement" means a supplemental indenture, in a form
satisfactory to the Trustee, pursuant to which a Subsidiary Guarantor guarantees
the Company's obligations with respect to the Securities on the terms provided
for in the Indenture.

                  "Hanley Partners" means Hanley Partners, Inc.

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

                  "Hicks Muse" means Hicks, Muse, Tate & Furst Incorporated.

                  "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 of a Person existing
at the time such Person becomes a Restricted Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Person at the time it becomes a Restricted Subsidiary. The term "Incurrence"
when used as a noun shall have a correlative meaning. Solely for purposes of
determining compliance with Section 4.03:

<PAGE>

                                                                              13

                  (1)      amortization of debt discount or the accretion of
         principal with respect to a non-interest bearing or other discount
         security;

                  (2)      the payment of regularly scheduled interest in the
         form of additional Indebtedness of the same instrument or the payment
         of regularly scheduled dividends on Capital Stock in the form of
         additional Capital Stock of the same class and with the same terms; and

                  (3)      the obligation to pay a premium in respect of
         Indebtedness arising in connection with the issuance of a notice of
         redemption or making of a mandatory offer to purchase such Indebtedness

shall not be deemed to be the Incurrence of Indebtedness.

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

                  (1)      the principal 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, including, in each case, any
         premium on such indebtedness to the extent such premium has become due
         and payable;

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

                  (3)      all obligations of such Person issued or assumed as
         the deferred purchase price of property, 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);

                  (4)      all obligations of such Person for the reimbursement
         of any obligor on any letter of credit, bankers' acceptance or similar
         credit transaction (other than obligations with respect to letters of
         credit securing obligations (other than obligations described in
         clauses (1) through (3) 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 payment on
         the letter of credit);

                  (5)      the amount of all obligations of such Person with
         respect to the redemption, repayment or other repurchase of any
         Disqualified Stock of such Person or any Preferred Stock of any
         Subsidiary of such Person or that are determined by the value of such
         Disqualified Stock or Preferred Stock, as applicable (the principal
         amount of such Disqualified Stock or Preferred Stock, as applicable, to
         be determined in accordance with the Indenture);

                  (6)      all obligations of the type referred to in clauses
         (1) through (5) of other Persons and all dividends of other Persons for
         the payment of which, in

<PAGE>

                                                                              14

         either case, such Person is responsible or liable, directly or
         indirectly, as obligor, guarantor or otherwise, including by means of
         any Guarantee;

                  (7)      all obligations of the type referred to in clauses
         (1) through (6) of other Persons secured by 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 and the amount of the obligation
         so secured; and

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

Notwithstanding the foregoing, in connection with the purchase by the Company or
any Restricted Subsidiary of any business, the term "Indebtedness" shall exclude
post-closing payment adjustments to which the seller may become entitled to the
extent such payment is determined by a final closing balance sheet or such
payment depends on the performance of such business after the closing; provided,
however, that, at the time of closing, the amount of any such payment is not
determinable and, to the extent such payment thereafter becomes fixed and
determined, the amount is paid within 30 days thereafter.

                  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 at such
date; provided, however, that in the case of Indebtedness sold at a discount,
the amount of such Indebtedness at any time will be the accreted value thereof
at such time.

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

                  "Independent Qualified Party" means an investment banking
firm, accounting firm or appraisal firm of national standing; provided, however,
that such firm is not an Affiliate of the Company.

                  "Interest Rate Agreement" means any interest rate swap
agreement, interest rate cap agreement or other financial agreement or
arrangement with respect to exposure to 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 the
lender) 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. Except as otherwise provided
for herein, the amount of an Investment shall be its fair value at the time the
Investment is made and without giving effect to subsequent changes in value.

<PAGE>

                                                                              15

                  For purposes of the definition of "Unrestricted Subsidiary,"
the definition of "Restricted Payment" and Section 4.04:

                  (1)      "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 (A) the Company's "Investment" in such
         Subsidiary at the time of such redesignation less (B) the portion
         (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

                  (2)      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 May 30, 2003.

                  "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).

                  "Material After-Acquired Property" means (i) assets acquired
by the Company or any Restricted Subsidiary after the Issue Date which
constitute accretions, additions or technological upgrades to the equipment,
plants or operations that form part of the Collateral or constitute separate
equipment, plants and operations that are integrated physically or operationally
in any material respect with any other part of the Collateral, (ii) any other
assets of the Company or any Restricted Subsidiary acquired after the Issue Date
and which are material to the business or operations conducted by the Company
using the Collateral and (iii) any Additional Assets acquired by the Company or
any Restricted Subsidiary in compliance with Section 4.06(a)(iii)(A).

                  "Monitoring and Oversight Agreement" means the Monitoring and
Oversight Agreement dated as of June 12, 1995, among Parent, the Company and
Hicks, Muse & Co. Partners, L.P. as in effect on the Issue Date.

                  "Mortgage" means a mortgage, deed of trust, assignment of
leases and rents, leasehold mortgage, land charge or other security document
granting a Lien on any Mortgaged Property to secure the Security Obligations of
the Company or the applicable Guarantor. Each Mortgage shall be satisfactory in
form and substance to the Collateral Agent.

                  "Mortgaged Property" means, initially, each parcel of real
property and the improvements thereto owned by the Company or any Guarantor and
identified on Schedule IV of the Collateral Agreement, and includes each other
parcel of real property

<PAGE>

                                                                              16

and improvements thereto with respect to which a Mortgage is granted pursuant to
Sections 4.11, 4.12 and 4.14 of this Indenture.

                  "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 and proceeds from the sale or other disposition of any securities
received as consideration, 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 non-cash form), in each case net of:

                  (1)      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 accrued as a
         liability under GAAP, as a consequence of such Asset Disposition;

                  (2)      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;

                  (3)      all distributions and other payments required to be
         made to minority interest holders in Restricted Subsidiaries as a
         result of such Asset Disposition; and

                  (4)      the deduction of appropriate amounts provided by the
         seller as a reserve, in accordance with 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 or Indebtedness, 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.

                  "Obligations" means, with respect to any Indebtedness, all
obligations for principal, premium, interest, penalties, fees, indemnifications,
reimbursements, and other amounts payable pursuant to the documentation
governing such Indebtedness.

                  "Obligor" means the Company, the Guarantors and any other
Subsidiary of the Company that has granted to the Trustee a lien upon any of the
Collateral as Security for a Security Obligation.

                  "Officer" means the Chairman of the Board of Directors, the
President, any Vice President, the Treasurer or the Secretary of the Company.

<PAGE>

                                                                              17

                  "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.

                  "Parent" means  International Wire Holding Company, a Delaware
corporation.

                  "Parent Guaranty" means the guarantee by Parent of the
Security Obligations of the Company.

                  "Permitted Collateral Lien " means Permitted Liens (other than
Liens described in clause (7) of the definition of "Permitted Liens" that are
not junior to the Liens securing the Securities).

                  "Permitted Holders" means Hicks Muse, Hanley Partners or any
of their Affiliates, officers or directors. Except for a Permitted Holder
specifically identified by name, in determining whether Voting Stock is owned by
a Permitted Holder, only Voting Stock acquired by a Permitted Holder in its
described capacity will be treated as "beneficially owned" by such Permitted
Holder.

                  "Permitted Investment" means an Investment by the Company or
any Restricted Subsidiary in:

                  (1)      the Company, 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;

                  (2)      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
         Restricted Subsidiary; provided, however, that such Person's primary
         business is a Related Business;

                  (3)      cash and Temporary Cash Investments;

                  (4)      receivables owing to the Company or any Restricted
         Subsidiary if created or 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 concessionary
         trade terms as the Company or any such Restricted Subsidiary deems
         reasonable under the circumstances;

                  (5)      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;

<PAGE>

                                                                              18

                  (6)      loans or advances to employees made in the ordinary
         course of business consistent with past practices of the Company or
         such Restricted Subsidiary;

                  (7)      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;

                  (8)      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;

                  (9)      any Person where such Investment was acquired by the
         Company or any of its Restricted Subsidiaries (a) in exchange for any
         other Investment or accounts receivable held by the Company or any such
         Restricted Subsidiary in connection with or as a result of a
         bankruptcy, workout, reorganization or recapitalization of the issuer
         of such other Investment or accounts receivable or (b) as a result of a
         foreclosure by the Company or any of its Restricted Subsidiaries with
         respect to any secured Investment or other transfer of title with
         respect to any secured Investment in default;

                  (10)     any Person to the extent such Investments consist of
         prepaid expenses, negotiable instruments held for collection and lease,
         utility and workers' compensation, performance and other similar
         deposits made in the ordinary course of business by the Company or any
         Restricted Subsidiary;

                  (11)     any Person to the extent such Investments consist of
         Hedging Obligations otherwise permitted under Section 4.03;

                  (12)     any Person to the extent such Investments are in
         existence on the Issue Date; and

                  (13)     any Person to the extent such Investments, when taken
         together with all other Investments made pursuant to this clause (13)
         outstanding on the date such Investment is made, do not exceed $2.5
         million.

                  "Permitted Liens" means, with respect to any Person:

                  (1)      pledges or deposits by such Person under worker's
         compensation laws, unemployment insurance laws or similar legislation,
         or good faith deposits in connection with bids, tenders, contracts
         (other than for the payment of Indebtedness) or leases to which such
         Person is a party, or deposits to secure public or statutory
         obligations of such Person or deposits of cash or United States
         government bonds to secure surety or appeal bonds to which such Person
         is a party, or deposits as security for contested taxes or import
         duties or for the payment of rent, in each case Incurred in the
         ordinary course of business;

<PAGE>

                                                                              19

                  (2)      Liens imposed by law, such as carriers',
         warehousemen's and mechanics' Liens, in each case for sums not yet due
         or being contested in good faith by appropriate proceedings or other
         Liens arising out of judgments or awards against such Person with
         respect to which such Person shall then be proceeding with an appeal or
         other proceedings for review and Liens arising solely by virtue of any
         statutory or common law provision relating to banker's Liens, rights of
         set-off or similar rights and remedies as to deposit accounts or other
         funds maintained with a creditor depository institution; provided,
         however, that (A) such deposit account is not a dedicated cash
         collateral account and is not subject to restrictions against access by
         the Company in excess of those set forth by regulations promulgated by
         the Federal Reserve Board and (B) such deposit account is not intended
         by the Company or any Restricted Subsidiary to provide collateral to
         the depository institution;

                  (3)      Liens for property taxes not yet subject to penalties
         for non-payment or which are being contested in good faith by
         appropriate proceedings;

                  (4)      Liens in favor of issuers of surety bonds or letters
         of credit issued pursuant to the request of and for the account of such
         Person in the ordinary course of its business; provided, however, that
         such letters of credit do not constitute Indebtedness;

                  (5)      survey exceptions, encumbrances, easements or
         reservations of, or rights of others for, licenses, rights-of-way,
         sewers, electric lines, telegraph and telephone lines and other similar
         purposes, or zoning or other restrictions as to the use of real
         property or Liens incidental to the conduct of the business of such
         Person or to the ownership of its properties, in each case which were
         not Incurred in connection with Indebtedness and which do not in the
         aggregate materially adversely affect the value of said properties or
         materially impair their use in the operation of the business of such
         Person;

                  (6)      Liens securing Indebtedness Incurred to finance the
         construction, purchase or lease of, or repairs, improvements or
         additions to, property (real or personal), plant or equipment of such
         Person; provided, however, that the Lien may not extend to any other
         property owned by such Person or any of its Restricted Subsidiaries at
         the time the Lien is Incurred (other than assets and property affixed
         or appurtenant thereto), and the Indebtedness (other than any interest
         thereon) secured by the Lien may not be Incurred more than 360 days
         after the later of the acquisition, completion of construction, repair,
         improvement, addition or commencement of full operation of the property
         subject to the Lien;

                  (7)      Liens existing on the Issue Date;

                  (8)      Liens on property or shares of Capital Stock of
         another Person at the time such other Person becomes a Subsidiary of
         such Person; provided, however, that the Liens may not extend to any
         other property owned by such

<PAGE>

                                                                              20

         Person or any of its Restricted Subsidiaries (other than assets and
         property affixed or appurtenant thereto);

                  (9)      Liens on property at the time such Person or any of
         its Subsidiaries acquires the property, including any acquisition by
         means of a merger or consolidation with or into such Person or a
         Subsidiary of such Person; provided, however, that the Liens may not
         extend to any other property owned by such Person or any of its
         Restricted Subsidiaries (other than assets and property affixed or
         appurtenant thereto);

                  (10)     Liens securing Indebtedness or other obligations of a
         Subsidiary of such Person owing to such Person or a Wholly Owned
         Subsidiary of such Person;

                  (11)     Cash collateral in an amount not to exceed $5.0 in
         the aggregate securing letters of credit, including letters of credit
         outstanding on the Issue Date and initially issued on behalf of the
         Company or any Restricted Subsidiary prior to the Issue Date by lenders
         under the Credit Agreement;

                  (12)     Cash collateral in an amount not to exceed $15.9
         million in the aggregate securing letters of credit outstanding on the
         Issue Date and collateralizing two industrial revenue bonds that were
         issued in 1997 in connection with the Company's acquisition of Camden
         Wire Co., Inc.;

                  (13)     Liens securing Hedging Obligations so long as such
         Hedging Obligations relate to Indebtedness that is, and is permitted to
         be under the Indenture, secured by a Lien on the same property securing
         such Hedging Obligations;

                  (14)     Liens to secure any Refinancing (or successive
         Refinancings) as a whole, or in part, of any Indebtedness secured by
         any Lien referred to in the foregoing clause (6), (7), (8) or (9);
         provided, however, that:

                           (A)      such new Lien shall be limited to all or
                  part of the same property and assets that secured or, under
                  the written agreements pursuant to which the original Lien
                  arose, could secure the original Lien (plus improvements and
                  accessions to, such property or proceeds or distributions
                  thereof); and

                           (B)      the Indebtedness secured by such Lien at
                  such time is not increased to any amount greater than the sum
                  of (x) the outstanding principal amount or, if greater,
                  committed amount of the Indebtedness described under clause
                  (6), (7), (8) or (9) at the time the original Lien became a
                  Permitted Lien and (y) an amount necessary to pay any fees and
                  expenses, including premiums, related to such refinancing,
                  refunding, extension, renewal or replacement;

                  (15)     Liens upon the Collateral securing the Securities,
         the Exchange Securities, if any and any Additional Securities; and

<PAGE>

                                                                              21

                  (16)     second priority Liens upon the Collateral to secure
         Refinancing Indebtedness with respect to the Existing Securities.

Notwithstanding the foregoing, "Permitted Liens" shall not include any Lien
described in clause (6), (8) or (9) above to the extent such Lien applies to any
Additional Assets acquired directly or indirectly from Net Available Cash
pursuant to Section 4.06. For purposes of this definition, the term
"Indebtedness" shall be deemed to include interest on such Indebtedness.

                  "Permitted Prior Liens" means (a) Liens described in clauses
(4), (6), (11) or (12) of the definition of "Permitted Liens," (b) with respect
to Mortgages only, Liens described in clause (5) of the definition of "Permitted
Liens" and (c) other Permitted Liens that arise by operation of law and are not
voluntarily granted, to the extent entitled by law to priority over the security
interests granted by the Security Documents.

                  "Person" means any individual, corporation, partnership,
limited liability company, 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
Person, means Capital Stock of any class or classes (however designated) which
is preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of
such Person.

                  "principal" of a Security means the principal of the Security
plus the premium, if any, payable on the Security which is due or overdue or is
to become due at the relevant time.

                  "Recapitalization Event" means any recapitalization of the
Company consisting of, or including, the purchase, repurchase, redemption,
defeasance or other acquisition or retirement for value of all or a portion of
the Existing Securities made in any manner whatsoever, including by exchange
for, or out of the proceeds of the substantially concurrent sale of, new
securities of the Company or any Successor Company.

                  "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:

<PAGE>

                                                                              22

                  (1)      such Refinancing Indebtedness has a Stated Maturity
         no earlier than the Stated Maturity of the Indebtedness being
         Refinanced;

                  (2)      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 of the Indebtedness being Refinanced;

                  (3)      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 accrued
         and unpaid interest, fees and expenses, including any premium and
         defeasance costs) under the Indebtedness being Refinanced; and

                  (4)      if the Indebtedness being Refinanced is subordinated
         in right of payment to the Securities, such Refinancing Indebtedness,
         other than Refinancing Indebtedness with respect to the Existing
         Securities, is subordinated in right of payment to the Securities at
         least to the same extent as the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include (A)
Indebtedness of a Subsidiary that Refinances Indebtedness of the Company or (B)
Indebtedness of the Company or a Restricted Subsidiary that Refinances
Indebtedness of an Unrestricted Subsidiary.

                  "Related Business" means any business in which the Company or
any of the Restricted Subsidiaries was engaged on the Issue Date and any
business related, ancillary or complementary to such business.

                  "Restricted Payment" with respect to any Person means:

                  (1)      the declaration or payment of any dividends or any
         other distributions of any sort in respect of its Capital Stock
         (including any payment in connection with any merger or consolidation
         involving such Person) or similar payment to the direct or indirect
         holders of its Capital Stock (other than dividends or distributions
         payable solely in its Capital Stock (other than Disqualified Stock) and
         dividends or distributions payable solely to the Company or a
         Restricted Subsidiary, and other than pro rata dividends or other
         distributions made by a Subsidiary that is not a Wholly Owned
         Subsidiary to minority stockholders (or owners of an equivalent
         interest in the case of a Subsidiary that is an entity other than a
         corporation));

                  (2)      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 in connection with any merger or consolidation and including
         the exercise of any option to exchange any Capital

<PAGE>

                                                                              23

         Stock (other than into Capital Stock of the Company that is not
         Disqualified Stock);

                  (3)      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 of the Company or any Subsidiary Guarantor
         (other than the purchase, repurchase or other 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 such purchase, repurchase
         or other acquisition); or

                  (4)      the making of any Investment (other than a Permitted
         Investment) in any Person.

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

                  "Sale/Leaseback Transaction" means an arrangement relating to
property owned by the Company or a Restricted Subsidiary on the Issue Date or
thereafter acquired by the Company or a Restricted Subsidiary 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.

                  "Security Documents" means the Collateral Agreement, the
Mortgages, any agreements pursuant to which assets are added to the Collateral
and any other instruments or documents entered into or delivered in connection
with any of the foregoing, as such agreements, instruments or documents may from
time to time be amended.

                  "Security Guaranty" means the Parent Guaranty and each
Subsidiary Guaranty.

                  "Security Obligations" means the Securities, the Security
Guaranties and all other Obligations of any Obligor under this Indenture or any
of the Security Documents.

                  "Senior Indebtedness" means with respect to any Person:

                  (1)      Indebtedness of such Person, whether outstanding on
         the Issue Date or thereafter Incurred; and

                  (2)      all other Obligations of such Person (including
         interest accruing on or after the filing of any petition in bankruptcy
         or for reorganization relating to such Person whether or not
         post-filing interest is allowed in such proceeding) in respect of
         Indebtedness described in clause (1) above

<PAGE>

                                                                              24

unless, in the case of clauses (1) and (2), in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such Indebtedness or other Obligations are subordinate in right of payment
to the Securities or the Subsidiary Guaranty of such Person, as the case may be;
provided, however, that Senior Indebtedness shall not include:

                  (1)      any obligation of such Person to the Company or any
         Subsidiary;

                  (2)      any liability for Federal, state, local or other
         taxes owed or owing by such Person;

                  (3)      any accounts payable or other liability to trade
         creditors arising in the ordinary course of business (including
         guarantees thereof or instruments evidencing such liabilities); or

                  (4)      any Indebtedness or other Obligation of such Person
         which is subordinate or junior in any respect to any other Indebtedness
         or other Obligation of such Person.

                  "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).

                  "Subordinated Obligation" means, with respect to a Person, any
Indebtedness of such Person (whether outstanding on the Issue Date or thereafter
Incurred) which is subordinate or junior in right of payment to the Securities
or a Security Guaranty of such Person, as the case may be, pursuant to a written
agreement to that effect.

                  "Subsidiary" means, with respect to any Person, any
corporation, association, partnership or other business entity of which more
than 50% of the total voting power of shares of Voting Stock is at the time
owned or controlled, directly or indirectly, by:

                  (1)      such Person;

                  (2)      such Person and one or more Subsidiaries of such
         Person; or

                  (3)      one or more Subsidiaries of such Person.

<PAGE>

                                                                              25

                  "Subsidiary Guarantor" means each Subsidiary of the Company
that executes this Indenture as a guarantor and each other Subsidiary of the
Company that thereafter guarantees the Securities pursuant to the terms of this
Indenture.

                  "Subsidiary Guaranty" means a Guarantee by a Subsidiary
Guarantor of the Security Obligations of the Company.

                  "Temporary Cash Investments" means any of the following:

                  (1)      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;

                  (2)      investments in demand and 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 of America, and which bank or trust company has capital,
         surplus and undivided profits aggregating in excess of $50.0 million
         (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;

                  (3)      repurchase obligations with a term of not more than
         30 days for underlying securities of the types described in clause (1)
         above entered into with a bank meeting the qualifications described in
         clause (2) above;

                  (4)      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 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;

                  (5)      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.; and

                  (6)      any money market or mutual fund that has at least 95%
         of its assets continuously invested in investments of the types
         described in clauses (1) through (5) above.

<PAGE>

                                                                              26

                  "Trustee" means Wells Fargo Bank Minnesota, National
Association until a successor replaces it and, thereafter, means the successor.

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

                  "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:

                  (1)      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; and

                  (2)      any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Subsidiary of the Company (including
any newly acquired or newly formed Subsidiary) 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 (A) the Company could incur $1.00 of
additional Indebtedness under Section 4.03(a) and (b) 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.

                  "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
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.

<PAGE>

                                                                              27

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

                  SECTION 1.02.     Other Definitions.

<TABLE>
<CAPTION>
                                                                                           Defined in
                                  Term                                                      Section
                                  ----                                                      -------
<S>                                                                                        <C>
"Affiliate Transaction"..........................................................          4.07
"Change of Control Offer"........................................................          4.08(b)
"covenant defeasance option".....................................................          8.01(b)
"Event of Default"...............................................................          6.01
"legal defeasance option"........................................................          8.01(b)
"Legal Holiday"..................................................................           13.08
"Offer"..........................................................................          4.06(e)
"Offer Amount"...................................................................          4.06(f)(2)
"Offer Period"...................................................................          4.06(f)(2)
"Paying Agent"...................................................................          2.03
"Purchase Date"..................................................................          4.06(f)(1)
"Registrar"......................................................................          2.03
"Successor Company"..............................................................          5.01(a)(1)
</TABLE>

For additional definitions, see Appendix ( as defined in Section 2.01).

                  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;

                  "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; and

                  "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:

<PAGE>

                                                                              28

                  (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.

                                    ARTICLE 2

                                 The Securities

                  SECTION 2.01.     Form and Dating. Provisions relating
to the Initial Securities, the Private Exchange Securities and the Exchange
Securities are set forth in the Rule 144A/Regulation S Appendix attached hereto
(the "Appendix") 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 the Appendix
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 the Appendix and Exhibit A are part of
the terms of this Indenture.

<PAGE>

                                                                              29

                  SECTION 2.02.     Execution and Authentication. Two Officers
or an Officer and an Assistant Secretary of the Company shall sign the
Securities for the Company by manual or facsimile signature.

                  If an Officer or the Assistant Secretary 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.

                  On the Issue Date, the Trustee shall authenticate and deliver
$82.0 million aggregate principal amount of 10 3/8% Senior Secured Notes Due
February 28, 2005 and, at any time and from time to time thereafter, the Trustee
shall authenticate and deliver Securities for original issue in an aggregate
principal amount specified in such order, in each case 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 and the date on which the original
issue of Securities is to be authenticated and, in the case of an issuance of
Additional Securities pursuant to Section 2.13 after the Issue Date, shall
certify that such issuance is in compliance with Section 4.03.

                  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, Paying Agent 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
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 Wholly Owned Subsidiary incorporated or organized within The
United States of America may act as Paying Agent, Registrar, co-registrar or
transfer agent.

<PAGE>

                                                                              30

                  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 transferable only upon the surrender
of a Security for registration of transfer. 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.

<PAGE>

                                                                              31

                  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.

                  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, then on and after that date such Securities (or portions thereof) cease
to be outstanding and interest on them ceases to accrue.

                  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

<PAGE>

                                                                              32

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; provided, however, that the aggregate
principal amount of the Initial Securities and any Additional Securities issued
under the Indenture may not exceed the lesser of (i) $125.0 million and (ii) an
amount equal to the product of (x) the aggregate amount of EBITDA of the Company
and its Restricted Subsidiaries for the period of the most recent four
consecutive fiscal quarters for which internal financial statements are
available ending prior to the applicable date of issuance of any Additional
Securities multiplied by (y) 2. The Initial Securities issued on the Issue Date,
any Additional Securities and all Exchange Securities or Private Exchange
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 unless such Additional Securities are fungible
         with the Initial Securities for U.S. Federal income tax purposes; 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.

                  SECTION 2.14.     Designated Senior Indebtedness. The
Securities and the Security Guaranties shall constitute "Designated Senior
Indebtedness" under the indentures for each of the 11.75% Senior Subordinated
Notes, the 11.75% Series B Senior Subordinated Notes and the 14% Senior
Subordinated Notes.

                                   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

<PAGE>

                                                                              33

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 60 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.     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 at such Holder's registered address.

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

                  (6)      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.

                  SECTION 3.03. 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 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 3.04.     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

<PAGE>

                                                                              34

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.

                                    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.

                  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 such annual reports and such information, documents and
other reports as are specified in Sections 13 and 15(d) of the Exchange Act and
applicable to a U.S. corporation subject to such Sections, such information,
documents and other reports to be so filed and provided at the times specified
for the filing of such information, documents and reports under such Sections.

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

                  In addition, the Company shall furnish to the Holder of the
Securities and to prospective investors, upon the requests of such Holders, any
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act so long as the Securities are not freely transferable under the
Securities Act. The Company also shall comply with the other provisions of TIA
Section 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; provided, however, that, subject to Section 4.11,
the Company and the Subsidiary Guarantors shall be entitled to Incur
Indebtedness if, on the date of such

<PAGE>

                                                                              35

Incurrence and after giving effect thereto on a pro forma basis, the
Consolidated Coverage Ratio exceeds 2.0 to 1.

                  (b)      Notwithstanding the foregoing paragraph (a), the
Company and the Restricted Subsidiaries shall be, subject to Section 4.11,
entitled to Incur any or all of the following Indebtedness:

                  (1)      Indebtedness owed to and held by the Company or a
         Restricted Subsidiary; provided, however, that (A) any subsequent
         issuance or transfer of any Capital Stock which results in any such
         Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
         subsequent transfer of such Indebtedness (other than to the Company or
         a Restricted Subsidiary) shall be deemed, in each case, to constitute
         the Incurrence of such Indebtedness by the obligor thereon, (B) if the
         Company is the obligor on such Indebtedness, such Indebtedness is
         expressly subordinated to the prior payment in full in cash of all
         obligations with respect to the Securities and (C) if a Subsidiary
         Guarantor is the obligor on such Indebtedness, such Indebtedness is
         expressly subordinated to the prior payment in full in cash of all
         obligations of such obligor with respect to its Subsidiary Guaranty;

                  (2)      the Securities (other than any Additional
         Securities);

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

                  (4)      Indebtedness of a Restricted Subsidiary Incurred and
         outstanding on or prior to the date on which such Subsidiary was
         acquired by the Company (other than Indebtedness Incurred in connection
         with, or for the purpose of providing all or any portion of the funds
         or credit support utilized to consummate, the transaction or series of
         related transactions pursuant to which such Subsidiary became a
         Subsidiary or was acquired by the Company); provided, however, that on
         the date of such acquisition and after giving pro forma effect thereto,
         the Company would have been able to Incur at least $1.00 of additional
         Indebtedness pursuant to Section 4.03(a);

                  (5)      Refinancing Indebtedness in respect of Indebtedness
         Incurred pursuant to Section 4.03(a) or pursuant to clause (2), (3) or
         (4) of this Section 4.03(b) or this clause (5); provided, however, that
         to the extent such Refinancing Indebtedness directly or indirectly
         Refinances Indebtedness of a Subsidiary Incurred pursuant to clause
         (4), such Refinancing Indebtedness shall be Incurred only by such
         Subsidiary;

                  (6)      Hedging Obligations consisting of (i) Interest Rate
         Agreements directly related to Indebtedness permitted to be Incurred by
         the Company and the Restricted Subsidiaries pursuant to this Indenture
         or (ii) Currency Agreements directly related to the foreign exchange
         exposure of the Company and the Restricted Subsidiaries;

<PAGE>

                                                                              36

                  (7)      obligations in respect of performance, bid and surety
         bonds and completion guarantees provided by the Company or any
         Restricted Subsidiary in the ordinary course of business;

                  (8)      Indebtedness arising from the honoring by a bank or
         other financial institution of a check, draft or similar instrument
         drawn against insufficient funds in the ordinary course of business;
         provided, however, that such Indebtedness is extinguished within five
         Business Days of its Incurrence;

                  (9)      Indebtedness consisting of the Subsidiary Guaranty of
         a Subsidiary Guarantor and any Guarantee by a Subsidiary Guarantor of
         Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to clause
         (1), (2), (3) or (11) of this Section 4.03(b) or pursuant to clause (5)
         of this Section 4.03(b) (to the extent the Refinancing Indebtedness
         Incurred thereunder directly or indirectly Refinances Indebtedness
         Incurred pursuant to Section 4.03(a) or pursuant to clause (2) or (3)
         of this Section 4.03(b));

                  (10)     Indebtedness (including Capital Lease Obligations)
         Incurred by the Company or any of its Restricted Subsidiaries to
         finance the purchase, lease, construction, repair, improvement of, or
         additions to, property (real or personal), plant or equipment at the
         time of, or within 180 days after, such purchase, lease or improvement
         in an aggregate principal amount which, when added together with the
         amount of Indebtedness previously Incurred pursuant to this clause (10)
         and then outstanding (including any Refinancing Indebtedness with
         respect thereto), does not exceed $7.5 million;

                  (11)     In connection with a Recapitalization Event,
         Additional Securities in an aggregate principal amount which, when
         taken together with all Additional Securities previously Incurred
         pursuant to this clause (11) and the Initial Securities issued on the
         Issue Date, does not exceed the lesser of (i) $125.0 million and (ii)
         an amount equal to the product of (x) the aggregate amount of EBITDA of
         the Company and its Restricted Subsidiaries for the period of the most
         recent four consecutive fiscal quarters for which internal financial
         statements are available ending prior to the applicable date on which
         such Indebtedness is Incurred multiplied by (y) 2;

                  (12)     Indebtedness of a Foreign Subsidiary in an aggregate
         principal amount which, when taken together with all other Indebtedness
         of the Foreign Subsidiaries outstanding on the date of such Incurrence
         (other than Indebtedness permitted by clauses (1), (3), (4), (5), (6),
         (7), (8) or (10) of this Section 4.03(b)), does not exceed $7.5
         million; and

                  (13)     Indebtedness of the Company in an aggregate principal
         amount which, when taken together with all other Indebtedness of the
         Company outstanding on the date of such Incurrence (other than
         Indebtedness permitted by clauses (1) through (11) of this Section
         4.03(b) or Section 4.03(a)), does not exceed $5.0 million.

<PAGE>

                                                                              37

                  (c)      Notwithstanding the foregoing, neither the Company
nor any Subsidiary Guarantor shall Incur any Indebtedness, other than
Refinancing Indebtedness with respect to the Existing Securities, pursuant to
Section 4.03(b) if the proceeds thereof are used, directly or indirectly, to
Refinance any Subordinated Obligations of the Company or any Subsidiary
Guarantor unless such Indebtedness shall be subordinated to the Securities or
the applicable Subsidiary Guaranty to at least the same extent as such
Subordinated Obligations.

                  (d)      For purposes of determining compliance with this
Section 4.03:

                  (1)      in the event that an item of Indebtedness (or any
         portion thereof) meets the criteria of more than one of the types of
         Indebtedness described in Section 4.03(a) and (b) above, the Company,
         in its sole discretion, shall classify such item of Indebtedness (or
         any portion thereof) at the time of Incurrence and will only be
         required to include the amount and type of such Indebtedness in one of
         the above Sections;

                  (2)      the Company shall be entitled to divide and classify
         an item of Indebtedness in more than one of the types of Indebtedness
         described in Section 4.03 (a)and (b) above; and

                  (3)      following the date of its Incurrence, any
         Indebtedness originally classified as Incurred pursuant to clause (13)
         of Section 4.03(b) above may later be reclassified by the Company such
         that it shall be deemed as having been Incurred pursuant to Section
         4.03(a), to the extent that such reclassified Indebtedness could be
         Incurred pursuant to such paragraph at the time of such
         reclassification.

                  SECTION 4.04.     Limitation on Restricted Payments. (a)
Subject to Section 4.11, 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 entitled to Incur an additional
         $1.00 of Indebtedness under Section 4.03(a); or

                  (3)      the aggregate amount of such Restricted Payment and
         all other Restricted Payments since the Issue Date would exceed the sum
         of (without duplication):

                           (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 Issue Date occurs to the end
                  of the most recent fiscal quarter for which internal financial
                  statements are available ending prior to the date of such

<PAGE>

                                                                              38

                  Restricted Payment (or, in case such Consolidated Net Income
                  shall be a deficit, minus 100% of such deficit); plus

                           (B)      100% of 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) and 100% of any cash contribution received by the
                  Company from its shareholders subsequent to the Issue Date;
                  plus

                           (C)      the amount by which Indebtedness of the
                  Company is reduced on the Company's balance sheet upon the
                  conversion or exchange subsequent to the Issue Date of any
                  Indebtedness of the Company 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 upon such conversion or
                  exchange) provided, however, that the foregoing amount shall
                  not exceed the Net Cash Proceeds received by the Company or
                  any Restricted Subsidiary from the sale of such Indebtedness
                  (excluding Net Cash Proceeds from sales to a Subsidiary of the
                  Company or 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); plus

                           (D)      an amount equal to the sum of (x) the net
                  reduction in the 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 Investment, proceeds representing
                  the return of capital (excluding dividends and distributions
                  to the extent included in Consolidated Net Income), in each
                  case received by the Company or any Restricted Subsidiary, and
                  (y) 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
                  such 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 excluding Permitted Investments previously made
                  (and treated as a Restricted Payment) by the Company or any
                  Restricted Subsidiary in such Person or Unrestricted
                  Subsidiary.

                  (b)      Subject to Section 4.11, the provisions of Section
4.04(a) shall not prohibit:

                  (1)      any Restricted Payment made out of the Net Cash
         Proceeds of the substantially concurrent sale of, or made by exchange
         for, Capital Stock of the

<PAGE>

                                                                              39

         Company (other than Disqualified Stock and other than Capital Stock
         issued or sold to a Subsidiary of the Company or an employee stock
         ownership plan or to a trust established by the Company or any of its
         Subsidiaries for the benefit of their employees) or a substantially
         concurrent capital contribution received by the Company from its
         shareholders; provided, however, that (A) such Restricted Payment shall
         be excluded in the calculation of the amount of Restricted Payments and
         (B) the Net Cash Proceeds from such sale or such capital contribution
         (to the extent so used for such Restricted Payment) shall be excluded
         from the calculation of amounts under Section 4.04(a)(3)(B);

                  (2)      any purchase, repurchase, redemption, defeasance or
         other acquisition or retirement for value of Subordinated Obligations
         of the Company or any Subsidiary Guarantor 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 Section
         4.03; provided, however, that such purchase, repurchase, redemption,
         defeasance or other acquisition or retirement for value shall be
         excluded in the calculation of the amount of Restricted Payments;

                  (3)      dividends paid within 60 days after the date of
         declaration thereof if at such date of declaration such dividend would
         have complied with this Section 4.04; provided, however, that such
         dividend (except to the extent made in reliance on clauses (5) or (6)
         of this Section 4.04(b)) shall be included in the calculation of the
         amount of Restricted Payments;

                  (4)      so long as no Default has occurred and is continuing,
         the repurchase or other acquisition of shares of Capital 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 Capital Stock; provided, however, that the aggregate amount of
         such repurchases and other acquisitions shall not exceed $1.0 million
         in any calendar year; provided further, however, that such repurchases
         and other acquisitions shall be excluded in the calculation of the
         amount of Restricted Payments;

                  (5)      dividends to Parent to be used by Parent solely to
         pay its franchise taxes and other fees required to maintain its
         corporate existence and actually used by Parent to pay such taxes and
         fees; provided, however, that such dividends shall be excluded in the
         calculation of the amount of Restricted Payments;

                  (6)      payments to Parent in respect of Federal, state and
         local taxes directly attributable to (or arising as a result of) the
         operations of the Company and its consolidated Subsidiaries and
         actually used by Parent to pay such taxes; provided, however, that the
         amount of such payments in any fiscal year do not exceed the amount
         that the Company and its consolidated subsidiaries would be

<PAGE>

                                                                              40

         required to pay in respect of Federal, state and local taxes for such
         fiscal year were the Company to pay such taxes as a stand-alone
         taxpayer; provided further, however, that such payments shall be
         excluded in the calculation of the amount of Restricted Payments;

                  (7)      the payment of annual monitoring and oversight fees
         and related expenses to Hicks, Muse & Co. Partners, L.P. made pursuant
         to, and in accordance with the terms of, the Monitoring and Oversight
         Agreement in an aggregate amount per fiscal year not to exceed
         $600,000; provided, however, that such payments shall be included in
         the calculation of the amount of Restricted Payments.

                  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 restriction on the ability of any
Restricted Subsidiary to (a) pay dividends or make any other distributions on
its Capital Stock to the Company or a Restricted Subsidiary or pay any
Indebtedness owed to the Company, (b) make any loans or advances to the Company
or (c) transfer any of its property or assets to the Company, except:

                  (1)      with respect to clauses (a), (b) and (c),

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

                           (B)      any encumbrance or restriction with respect
                  to a Restricted Subsidiary pursuant to an agreement relating
                  to any Indebtedness Incurred by such Restricted Subsidiary on
                  or prior to the date on which such Restricted Subsidiary was
                  acquired by the Company (other than Indebtedness Incurred as
                  consideration in, or for the purpose of providing 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;

                           (C)      any encumbrance or restriction pursuant to
                  an agreement effecting a Refinancing of Indebtedness Incurred
                  pursuant to an agreement referred to in clause (A) or (B) of
                  this clause (1) of this Section 4.05 or this clause (C) or
                  contained in any amendment to an agreement referred to in
                  clause (A) or (B) of this clause (1) of this Section 4.05 or
                  this clause (C); provided, however, that the encumbrances and
                  restrictions with respect to such Restricted Subsidiary
                  contained in any such refinancing agreement or amendment are
                  no less favorable, taken as a whole, to the Securityholders
                  than encumbrances and restrictions with respect to such
                  Restricted Subsidiary contained in such predecessor
                  agreements;

<PAGE>

                                                                              41

                           (D)      any encumbrance or 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; and

                           (E)      with respect to any Foreign Subsidiary, any
                  encumbrance or restriction contained in the terms of any
                  Indebtedness, or any agreement pursuant to which such
                  Indebtedness was issued, if:

                                        (x)      the encumbrance or restriction
                                                 applies only in the event of a
                                                 payment default or a default
                                                 with respect to a financial
                                                 covenant contained in such
                                                 Indebtedness or agreement,

                                        (y)      the encumbrance or restriction
                                                 is not materially more
                                                 disadvantageous to the Holders
                                                 of the Securities than is
                                                 customary in comparable
                                                 financings, as determined in
                                                 good faith by the Board of
                                                 Directors, and

                                        (z)      such encumbrance or restriction
                                                 will not materially affect the
                                                 Company's ability to make
                                                 principal or interest payments
                                                 on the Securities, as
                                                 determined in good faith by the
                                                 Company's Board of Directors;
                                                 and

                  (2)      with respect to clause (c) only,

                           (A)      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; and

                           (B)      any encumbrance or restriction contained in
                  security agreements or mortgages securing Indebtedness of a
                  Restricted Subsidiary to the extent such encumbrance or
                  restriction restricts the transfer of the property subject to
                  such security agreements or mortgages.

                  SECTION 4.06.     Limitation on Sales of Assets and Subsidiary
Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, consummate any Asset Disposition of any Collateral
unless:

                  (1)      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 non-cash
         consideration), as determined in good faith by the Board of Directors,
         of the shares and assets subject to such Asset Disposition;

<PAGE>

                                                                              42

                  (2)      at least 75% of the consideration thereof received by
         the Company or such Restricted Subsidiary is in the form of cash or
         cash equivalents; and

                  (3)      an amount equal to 100% of the Net Available Cash
         from such Asset Disposition is paid directly by the purchaser thereof
         to the Collateral Agent or the Trustee to be held in trust and applied
         by the Company (or such Restricted Subsidiary, as the case may be) at
         the Company's election either

                           (A)      to acquire Additional Assets, which
                  Additional Assets are concurrently with their acquisition
                  added to the Collateral securing the Securities, or

                           (B)      to make an offer to the holders of the
                  Securities to purchase Securities pursuant to and subject to
                  the conditions contained in this Indenture,

                           in each case within three months from the later of
                           the date of such Asset Disposition or the receipt of
                           such Net Available Cash.

                  (b)      The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, consummate any Asset
Disposition (other than an Asset Disposition of Collateral) unless:

                  (1)      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 non-cash
         consideration), as determined in good faith by the Board of Directors,
         of the shares and assets subject to such Asset Disposition;

                  (2)      at least 75% of the consideration thereof received by
         the Company or such Restricted Subsidiary is in the form of cash or
         cash equivalents; and

                  (3)      an amount equal to 100% of the Net Available Cash
         from such Asset Disposition is applied by the Company (or such
         Restricted Subsidiary, as the case may be)

                           (A)      to the extent the Company elects (or is
                  required by the terms of any Indebtedness), to prepay, repay,
                  redeem or purchase Senior Indebtedness of the Company or
                  Indebtedness (other than any Disqualified Stock) of a
                  Restricted Subsidiary (in each case other than Indebtedness
                  owed to the Company or an Affiliate of the Company) within one
                  year from the later of the date of such Asset Disposition or
                  the receipt of such Net Available Cash;

                           (B)      to the extent the Company elects, to acquire
                  Additional Assets within one year from the later of the date
                  of such Asset Disposition or the receipt of such Net Available
                  Cash; or

<PAGE>

                                                                              43

                           (C)      to the extent of the balance of such Net
                  Available Cash after application in accordance with (or upon
                  election not to utilize) clauses (A) or (B) of this section
                  4.06(b)(3), to make an offer to the holders of the Securities
                  (and to holders of other Senior Indebtedness of the Company
                  designated by the Company) to purchase Securities (and such
                  other Senior Indebtedness of the Company) pursuant to and
                  subject to the conditions contained in this Indenture;

                           provided, however, that in connection with any
                           prepayment, repayment or purchase of Indebtedness
                           pursuant to clause (A) or (C) of this Section
                           4.06(b), the Company or such Restricted Subsidiary
                           shall permanently retire such 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.

                  (c)      Notwithstanding the foregoing provisions of
paragraphs (a) and (b) of this Section 4.06, the Company and the Restricted
Subsidiaries shall not be required to apply any Net Available Cash in accordance
with those paragraphs except to the extent that the aggregate Net Available Cash
from all Asset Dispositions subject to those paragraphs which is not applied in
accordance with those paragraphs exceeds $5.0 million. Pending application of
Net Available Cash pursuant to this Section 4.06, such Net Available Cash shall
be invested in Temporary Cash Investments or applied to temporarily reduce
revolving credit indebtedness.

                  (d)      For the purposes of this Section 4.06, the following
are deemed to be cash or cash equivalents:

                  (1)      the assumption of Indebtedness of the Company (other
         than obligations in respect of Disqualified Stock of the Company) or
         any Restricted Subsidiary (other than obligations in respect of
         Disqualified Stock or Preferred Stock of a Subsidiary Guarantor) and
         the release of the Company or such Restricted Subsidiary from all
         liability on such Indebtedness in connection with such Asset
         Disposition; and

                  (2)      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, to the extent of cash
         received in that conversion.

                  (e)      In the event of an Asset Disposition that results in
an offer to purchase Securities (and any other Senior Indebtedness of the
Company) pursuant to clause (a)(3)(B) or (b)(3)(C) of this Section 4.06, the
Company shall purchase Securities tendered pursuant to an offer by the Company
for the Securities (and such other Senior Indebtedness) (the "Offer") at a
purchase price of 100% of their principal amount (or, in the event such other
Senior Indebtedness of the Company was issued with significant original issue
discount, 100% of the accreted value thereof) without premium, plus accrued but
unpaid interest (or, in respect of such other Senior Indebtedness of the

<PAGE>

                                                                              44

Company, such lesser price, if any, as may be provided for by the terms of such
Senior Indebtedness) in accordance with the procedures (including prorating in
the event of oversubscription) set forth in Section 4.06(f). If the aggregate
purchase price of the securities tendered exceeds the Net Available Cash
allotted to their purchase, the Company shall select the securities 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. Upon completion of an offer to purchase Securities and any other Senior
Indebtedness of the Company pursuant to this Section 4.06, Net Available Cash
shall be deemed to be reduced by the aggregate amount of such offer and any then
remaining Net Available Cash following such offer may be used by the Company for
any purpose not prohibited by this Indenture.

                  (f)      (1) Promptly, and in any event within 10 days after
the Company becomes obligated to make an Offer, the Company shall 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 prorating as described in Section 4.06(e) 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 (A) the most
recently filed Annual Report on Form 10-K (including audited consolidated
financial statements) of the 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), (B) a description of material developments in
the Company's business subsequent to the date of the latest of such Reports, and
(C) 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 (3).

                  (2)      Not later than the date upon which written notice of
         an Offer is delivered to the Trustee as provided below, the Company
         shall deliver to the Trustee an Officers' Certificate as to (A) the
         amount of the Offer (the "Offer Amount"), including information as to
         any other Senior Indebtedness included in the Offer, (B) the allocation
         of the Net Available Cash from the Asset Dispositions pursuant to which
         such Offer is being made and (C) the compliance of such allocation with
         the provisions of Section 4.06(a) or (b), as applicable. 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
         Indebtedness, the deposit described in the preceding sentence may be
         made with any other paying agent pursuant to arrangements satisfactory
         to the Trustee.

<PAGE>
                                                                              45

         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 (or cause the
         delivery of 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 applicable to the Securities, the Trustee shall deliver
         the excess to the Company immediately after the expiration of the Offer
         Period for application in accordance with this Section 4.06.

                  (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
         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. 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. 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.

                  (g)      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 4.07.     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, or for the benefit of, any Affiliate of the Company (an
"Affiliate Transaction") unless:

                  (1)      the terms of the Affiliate Transaction are no less
         favorable to the Company or such Restricted Subsidiary than those that
         could be obtained at

<PAGE>

                                                                              46

         the time of the Affiliate Transaction in arm's-length dealings with a
         Person who is not an Affiliate;

                  (2)      if such Affiliate Transaction involves an amount in
         excess of $2 million, the terms of the Affiliate Transaction are set
         forth in writing and a majority of the non-employee directors of the
         Company disinterested with respect to such Affiliate Transaction have
         determined in good faith that the criteria set forth in clause (1) of
         this Section 4.07(a) are satisfied and have approved the relevant
         Affiliate Transaction as evidenced by a resolution of the Board of
         Directors; and

                  (3)      if such Affiliate Transaction involves an amount in
         excess of $10.0 million, the Board of Directors shall also have
         received a written opinion from an Independent Qualified Party to the
         effect that such Affiliate Transaction is fair, from a financial
         standpoint, to the Company and its Restricted Subsidiaries or is not
         less favorable to the Company and its Restricted Subsidiaries than
         could reasonably be expected to be obtained at the time in an
         arm's-length transaction with a Person who was not an Affiliate.

                  (b)      The provisions of Section 4.07 (a) shall not
prohibit:

                  (1)      any Investment (other than a Permitted Investment) or
         other Restricted Payment, in each case permitted to be made pursuant to
         Section 4.04;

                  (2)      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
         approved by the Board of Directors;

                  (3)      loans or advances to employees in the ordinary course
         of business in accordance with the past practices of the Company or its
         Restricted Subsidiaries, but in any event not to exceed $1.0 million in
         the aggregate outstanding at any one time;

                  (4)      the payment of reasonable fees to directors of the
         Company and its Restricted Subsidiaries who are not employees of the
         Company or its Restricted Subsidiaries;

                  (5)      any transaction with a Restricted Subsidiary or joint
         venture or similar entity which would constitute an Affiliate
         Transaction solely because the Company or a Restricted Subsidiary owns
         an equity interest in or otherwise controls such Restricted Subsidiary,
         joint venture or similar entity;

                  (6)      transactions between the Company or any of its
         Restricted Subsidiaries and Viasystems, Inc., a Delaware corporation,
         pursuant to, and in accordance with the terms of, the Supply Contract
         dated as of January 1, 2003, between Viasystems, Inc. and the Company
         as in effect on the Issue Date or any renewals, extensions or
         amendments thereof (so long as such renewals or

<PAGE>

                                                                              47

         extensions are on terms no less favorable, taken as a whole, to the
         Company and its Restricted Subsidiaries than those that could be
         obtained at the time of the applicable renewal or extension in
         arm's-length dealings with a Person who is not an Affiliate and so long
         as such amendments are not less favorable, taken as a whole, to the
         Company and its Restricted Subsidiaries);

                  (7)      the issuance or sale of any Capital Stock (other than
         Disqualified Stock) of the Company;

                  (8)      the payment of annual monitoring and oversight fees
         and related expenses to Hicks, Muse & Co. Partners, L.P. made pursuant
         to, and in accordance with the terms of, the Monitoring and Oversight
         Agreement in an aggregate amount not to exceed $600,000 per fiscal
         year; and

                  (9)      the sale by the Company or any Restricted Subsidiary
         of their respective production scrap to Prime Materials Recovery, Inc.,
         a New York corporation, on terms that are no less favorable to the
         Company or such Restricted Subsidiary than those that could be obtained
         at the time of such sale in arm's length dealings with a Person who is
         not an Affiliate.

                  SECTION 4.08.     Change of Control. (a) Upon the occurrence
of a Change of Control, each Holder shall have the right to require that the
Company purchase 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 purchase (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 4.08(b).

                  (b)      Within 30 days following any Change of Control, 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 purchase 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
         purchase (subject to the right of Holders of record on the relevant
         record date to receive interest on the relevant interest payment date);

                  (2)      the circumstances and relevant facts regarding such
         Change of Control (including information with respect to pro forma
         historical income, cash flow and capitalization, each after giving
         effect to such Change of Control);

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

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

<PAGE>

                                                                              48

                  (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 Section 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 4.09.     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 of its properties
(including Capital Stock of a Restricted Subsidiary), whether owned at the Issue
Date or thereafter acquired, securing any Indebtedness, other than Permitted
Liens.

                  SECTION 4.10.     Limitation on Sale/Leaseback Transactions.
The Company shall not, and shall not permit any Restricted Subsidiary to, enter
into any Sale/Leaseback Transaction with respect to any property unless:

                  (1)      the Company or such Restricted Subsidiary would be
         entitled to (A) Incur Indebtedness in an amount equal to the
         Attributable Debt with respect to such Sale/Leaseback Transaction
         pursuant to Section 4.03 and (B) create a Lien on such property
         securing such Attributable Debt pursuant to Section 4.09;

                  (2)      the net proceeds received by the Company or any
         Restricted Subsidiary in connection with such Sale/Leaseback
         Transaction are at least equal

<PAGE>

                                                                              49

         to the fair market value (as determined by the Board of Directors) of
         such property; and

                  (3)      the Company applies the proceeds of such transaction
         in compliance with Section 4.06.

                  SECTION 4.11.     First Priority Security Interest. (a) The
Company and each Subsidiary Guarantor, as applicable, shall deliver or cause to
be delivered to the Trustee (i) within 10 days after the Issue Date,
counterparts of a Mortgage with respect to each real property specified in
Schedule IV to the Collateral Agreement duly executed and delivered by the
record owner of such property, (ii) within 60 days after the Issue Date, a pro
forma policy or policies, or a binding undertaking to issue a policy or
policies, of title insurance issued by a nationally recognized title insurance
company insuring the Lien of each such Mortgage as a valid first Lien on the
applicable property described therein, free of any other Liens (except for
Permitted Collateral Liens), together with such endorsements, coinsurance and
reinsurance as the Trustee may reasonably request (with a final policy of title
insurance to be delivered to the Trustee within 90 days after the Issue date)
and (iii) other than with respect to Mortgages, within 45 days after the Issue
Date, evidence satisfactory to the Trustee of (x) the completion and
effectiveness of all filings, recordings, registrations and other actions under
the Security Documents, and such other financing statements and security
documents, as may be necessary or, in the opinion of the Trustee, desirable to
perfect the first priority Liens created, or intended to be created, by the
Security Documents in favor of the holders of Securities, subject to Permitted
Prior Liens and (y) the full payment of all filing fees, taxes and other amounts
payable in connection with such filings, recordings, registrations (unless such
amounts payable are not accepted at the time of such filing, recording,
registration or other action and are otherwise billed to the Company or the
applicable Subsidiary Guarantor) and the receipt by the Trustee of evidence
satisfactory to it of such payments and related actions. The evidence referred
to in item (iii) of this Section 4.11(a) shall consist of a certificate of the
Company's chief executive officer, chief financial officer or chief accounting
officer certifying that the actions set forth in (x) and (y) of item (iii) have
occurred and attaching appropriate supporting documentation, such as receipts,
lien searches or uniform commercial code termination statements.

                  (b)      In the event that the Company or any applicable
Subsidiary Guarantor fails to comply with any of its obligations set forth in
Section 4.11(a), the Company shall pay additional cash interest on the
Securities at a rate of 2.00% per annum for the period commencing on the date
immediately following any such non-compliance and ending on the date all
failures to comply with the obligations set forth in this Section 4.11 have been
cured. In addition, notwithstanding anything to the contrary in this Indenture,
during any such period of such non-compliance (a "First Priority Failure"), the
Company shall not, and shall not permit any Restricted Subsidiary to (i) incur
any Indebtedness pursuant to Section 4.03(a) and clauses (4), (5), (9), (10),
(11), (12) or (13) of Section 4.03(b) (irrespective of whether such Indebtedness
may otherwise be Incurred pursuant to Section 4.03(a) or those clauses of
Section 4.03(b)) or (ii) make any Restricted Payment (irrespective of whether
such Restricted Payment may otherwise be

<PAGE>

                                                                              50

made pursuant to Section 4.04), other than Restricted Payments made pursuant to
clauses (5) or (6) of Section 4.04(b).

                  (c)      All references in this Indenture, in any context, to
any interest or other amount payable on or with respect to the Securities shall
be deemed to include any additional interest payable pursuant to this Section
4.11.

                  SECTION 4.12.     Future Guarantors. The Company shall cause
each Domestic Subsidiary (other than a Subsidiary Guarantor) that Incurs any
Indebtedness to, and each Foreign Subsidiary that enters into a Guarantee of any
Indebtedness of the Company or a Guarantor to, in each case, at the same time,
execute and deliver to the Trustee (a) a Guaranty Agreement pursuant to which
such Restricted Subsidiary shall Guarantee payment of the Security Obligations
as those are set forth in this Indenture and the Security Documents and (b) any
and all further Security Documents, financing statements, agreements and
instruments that grant the Collateral Agent a first-priority Lien (subject to
Permitted Prior Liens) upon the assets and property of such Domestic Subsidiary
for the benefit of the Holders and take all such actions (including the filing
and recording of financing statements, fixture filings, Mortgages and other
documents) that may be required under any applicable law, or which the Trustee
or the Collateral Agent may reasonably request to create such first-priority
Lien, all at the expense of the Company, including all reasonable fees and
expenses of counsel incurred by the Collateral Agent or the Trustee in
connection therewith.

                  SECTION 4.13.     Impairment of Security Interest. The Company
shall not, and the Company shall not permit any of its Restricted Subsidiaries
to, take or knowingly omit to take, any action which action or omission might or
would have the result of materially impairing the security interest with respect
to the Collateral for the benefit of the Trustee and the holders of the
Securities. The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, grant to any Person (other than the Collateral Agent, for the
benefit of the Trustee and the holders of the Securities) any interest
whatsoever in any of the Collateral, other than Permitted Collateral Liens.

                  SECTION 4.14.     Material After-Acquired Property. Upon the
acquisition by the Company or any Subsidiary Guarantor of any Material
After-Acquired Property, the Company or such Subsidiary Guarantor shall execute
and deliver such mortgages, deeds of trust, security instruments, financing
statements and certificates and opinions of counsel as shall be reasonably
necessary to vest in the Collateral Agent a perfected first-priority security
interest, subject only to Permitted Prior Liens, in such Material After-Acquired
Property, and thereupon all provisions of this Indenture relating to the
Collateral shall be deemed to relate to such Material After-Acquired Property to
the same extent and with the same force and effect.

                  SECTION 4.15.     Business Activities. The Company shall not,
and shall not permit any Restricted Subsidiary to, engage in any business other
than a Related Business. Parent shall not engage in any business other than
managing its investment in the Company and any business incidental thereto.

<PAGE>

                                                                              51

                  SECTION 4.16.     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 Section 314(a)(4).

                  SECTION 4.17.     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.

                                    ARTICLE 5

                                Successor Company

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

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

                  (2)      immediately after giving pro forma 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;

                  (3)      immediately after giving pro forma 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

                  (4)      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;

provided, however, that clause (3) will not be applicable to (A) a Restricted
Subsidiary consolidating with, merging into or transferring all or part of its
properties and assets to

<PAGE>

                                                                              52

the Company or (B) the Company merging with an Affiliate of the Company solely
for the purpose and with the sole effect of reincorporating the Company in
another jurisdiction.

                  For purposes of this Section 5.01, the sale, lease,
conveyance, assignment, transfer or other disposition of all or substantially
all of the properties and assets of one or more Subsidiaries of the Company,
which properties and assets, if held by the Company instead of such
Subsidiaries, would constitute all or substantially all of the properties and
assets of the Company on a consolidated basis, shall be deemed to be the
transfer of all or substantially all of the properties and assets of 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, and the predecessor Company, except
in the case of a lease, shall be released from the obligation to pay the
principal of and interest on the Securities.

                  (b)      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 a series of transactions, all or substantially all of its assets
to any Person unless:

                  (1)      except in the case of a Subsidiary Guarantor that has
         been disposed of in its entirety to another Person (other than to the
         Company or an Affiliate of the Company), whether through a merger,
         consolidation or sale of Capital Stock or assets, if in connection
         therewith the Company provides an Officers' Certificate to the Trustee
         to the effect that the Company will comply with its obligations under
         Section 4.06 in respect of such disposition, 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 thereof or the District of Columbia, and such
         Person shall expressly assume, by a Guaranty Agreement, in a form
         satisfactory to the Trustee, all the obligations of such Subsidiary, if
         any, under its Subsidiary Guaranty;

                  (2)      immediately after giving effect to such transaction
         or transactions on a pro forma basis (and treating any Indebtedness
         which becomes an obligation of the resulting, surviving or transferee
         Person as a result of such transaction as having been issued by such
         Person at the time of such transaction), no Default shall have occurred
         and be continuing; and

                  (3)      the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger or transfer and such Guaranty Agreement, if any,
         complies with this Indenture.

                  (c)      Parent 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 of its assets to, any Person unless:

<PAGE>

                                                                              53

                  (1)      the resulting, surviving or transferee Person (if not
         Parent) 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 such Person shall expressly assume, by a Guaranty
         Agreement, all the obligations of Parent, if any, under its Guaranty;

                  (2)      immediately after giving effect to such transaction
         or transactions on a pro forma basis (and treating any Indebtedness
         which becomes an obligation of the resulting, surviving or transferee
         Person as a result of such transaction as having been issued by such
         Person at the time of such transaction), no Default shall have occurred
         and be continuing; and

                  (3)      the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger or transfer and such Guaranty Agreement, if any,
         complies with this Indenture.

                                    ARTICLE 6

                              Defaults and Remedies

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

                  (1)      the Company defaults in the payment of interest on
         the Securities when the same becomes due and payable, and such default
         continues for a period of 30 days;

                  (2)      the Company (i) 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 declaration of
         acceleration or otherwise or (ii) fails to purchase Securities when
         required pursuant to this Indenture or the Securities;

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

                  (4)      the Company or any Guarantor fails to comply with
         Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.12,
         4.13, 4.14 and 4.15 (other than a failure to purchase Securities when
         required under Section 4.06 or 4.08) and such failure continues for 30
         days after the notice specified below;

                  (5)      the Company or any Guarantor fails to comply with any
         of its agreements in the Securities, this Indenture or in the Security
         Documents (other than those referred to in clause (1), (2), (3) or (4)
         above or Section 4.11(a) hereof) and such failure continues for 60 days
         after the notice specified below;

                  (6)      Indebtedness of the Company, any Guarantor 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 exceeds $5.0 million;
<PAGE>

                                                                              54

                  (7)      the Company, any Guarantor 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, any
                  Guarantor or any Significant Subsidiary in an involuntary
                  case;

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

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

         or any similar relief is granted under any foreign laws and 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 $5.0 million or its foreign currency equivalent (to the
         extent not covered by insurance) is entered against the Company, a
         Guarantor or any Significant Subsidiary and remains outstanding for a
         period of 60 consecutive days after such judgment becomes final and
         non-appealable;

                  (10)     a Security Guaranty ceases to be in full force and
         effect (other than in accordance with the terms of such Security
         Guaranty and the Indenture) or a Guarantor denies or disaffirms its
         obligations under its Security Guaranty; or

                  (11)     the security interest under the Security Documents
         shall, at any time, fail or cease to be in full force and effect for
         any reason other than the satisfaction in full of all obligations under
         this Indenture and discharge of the Indenture or any security interest
         created or purported to be created thereunder shall be declared invalid
         or unenforceable or the Company or any Guarantor shall assert, in any
         pleading in any court of competent jurisdiction, that any such security
         interest is invalid or unenforceable.

<PAGE>

                                                                              55

                  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 clauses (4) or (5) is not an Event of Default
until the Trustee or the holders of at least 25% in principal amount of the
outstanding 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".

                  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 (6) or (9) or (10) or (11) and any event
which with the giving of notice or the lapse of time would become an Event of
Default under clause (4) or (5), 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 or the Holders of at least 25% in
principal amount of the outstanding Securities may declare the principal of and
accrued but unpaid 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 and is continuing, 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 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

<PAGE>

                                                                              56

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 (ii) a Default arising
from the failure to redeem or purchase any Security when required pursuant to
this Indenture or (iii) 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. Except to enforce the
right to receive payment of principal, premium (if any) or interest when due, no
Securityholder may 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 outstanding Securities make a written request to the Trustee to
         pursue the remedy;

                  (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
         outstanding 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.

<PAGE>

                                                                              57

                  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.

                  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 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

                  Third:   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'

<PAGE>

                                                                              58

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.

                                    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.

                  (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 made in good faith by a Trust Officer unless it is proved that
         the Trustee was negligent in ascertaining the pertinent facts; and

<PAGE>

                                                                              59

                  (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.

                  (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 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.

<PAGE>

                                                                              60

                  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.

                  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 after the
Trustee acquires 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 a committee of its Trust Officers 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 May 15 that
complies with TIA Section 313(a). The Trustee also shall comply with TIA Section
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 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 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 against any and all loss,
liability or expense (including attorneys' fees) incurred by it in connection
with the administration of this trust and the performance of its duties
hereunder. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the
claim and the Trustee may have

<PAGE>

                                                                              61

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 Trustee through the Trustee's own
wilful misconduct, negligence or bad faith.

                  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.

                  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.

<PAGE>

                                                                              62

                  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 Section 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 Section 310(b); provided, however, that there shall be excluded
from the operation of TIA Section 310(b)(1) any indenture or indentures under
which other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such exclusion
set forth in TIA Section 310(b)(1) are met.

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

                                    ARTICLE 8

                       Discharge of Indenture; Defeasance

                  SECTION 8.01.     Discharge of Liability on Securities;
Defeasance. (a) When (1) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.07) for
cancellation or (2) all outstanding Securities have become due and payable,
whether at maturity or on a redemption date as

<PAGE>

                                                                              63

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 Section
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 (1) all its obligations under the Securities and this
Indenture ("legal defeasance option") or (2) its obligations under Sections
4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and
4.15 and the operation of Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8), 6.01(9)
and 6.01(11) (but, in the case of Section 6.01(7) and (8), with respect to
Guarantors and Significant Subsidiaries) and the limitations contained in
Section 5.01(a)(3) ("covenant defeasance option"). 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 with
respect thereto. 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), 6.01(9) and 6.01(11)
but, in the case of Sections 6.01(7) and (8), with respect only to Guarantors
and Significant Subsidiaries or because of the failure of the Company to comply
with Section 5.01(a)(3). If the Company exercises its legal defeasance option or
its covenant defeasance option, each Guarantor, if any, shall be released from
all its obligations with respect to its Security Guaranty, the Company, Parent
and each Subsidiary will be released from all of their obligations under the
Security Documents and the Collateral will be released by the Trustee and the
Collateral Agent.

                  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 and
7.08 and in 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;

<PAGE>

                                                                              64

                  (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;

                  (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 (A) the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling, or (B) since the
         date of this Indenture there has been a change in the applicable
         Federal income tax law, in either case to the effect that, and based
         thereon such Opinion of Counsel shall confirm that, the 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

<PAGE>

                                                                              65

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.

                  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.

                  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
Guarantors and the Trustee may amend this Indenture, the Security Documents 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

<PAGE>

                                                                              66

         manner such that the uncertificated Securities are described in Section
         163(f)(2)(B) of the Code;

                  (4)      to add Guarantees with respect to the Securities,
         including any Subsidiary Guaranties, or to secure the Securities;

                  (5)      to add to the covenants of the Company or a Guarantor
         for the benefit of the Holders or to surrender any right or power
         herein conferred upon the Company or a Guarantor;

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

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

                  (8)      to make any amendment to the provisions of the
         Indenture relating to the form, authentication, transfer and legending
         of Securities; provided, however, that (a) compliance with the
         Indenture as so amended would not result in Securities being
         transferred in violation of the Securities Act or any other applicable
         securities law and (b) such amendment does not materially affect the
         rights of Holders to transfer Securities; or

                  (9)      to make, complete or confirm any grant of Collateral
         permitted or required by the Security Documents or the Indenture or any
         release of Collateral that becomes effective as set forth in the
         Security Documents or this Indenture.

                  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
Guarantors and the Trustee may amend this Indenture, the Security Documents 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 then
outstanding (including consents obtained in connection with a tender offer or
exchange for 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 amount of or change the Stated
         Maturity of any Security;

<PAGE>

                                                                              67

                  (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 changes in the ranking or priority of any
         Security that would adversely affect the Securityholders;

                  (7)      make any change in Section 6.04 or 6.07 or the second
         sentence of this Section;

                  (8)      impair the right of any holder of the Securities to
         receive payment of principal of and interest on such holder's
         Securities on or after the due dates therefor or to institute suit for
         the enforcement of any payment on or with respect to such holder's
         Securities;

                  (9)      make any change in the amendment provisions which
         require each holder's consent or in the waiver provisions;

                  (10)     make any change in, or release other than in
         accordance with the Indenture, any Security Guaranty that would
         adversely affect the Securityholders; or

                  (11)     make any change in any Security Document or the
         provisions in this Indenture dealing with Security Documents or
         application of proceeds of the Collateral 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.

                  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

<PAGE>

                                                                              68

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.

                  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

                                   Guaranties

                  SECTION 10.01.    Guaranties. Each 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

<PAGE>

                                                                              69

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, the Security Documents and the Securities and
(b) the full and punctual performance within applicable grace periods of all
other obligations of the Company under this Indenture, the Security Documents
and the Securities (all the foregoing being hereinafter collectively called the
"Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from such Guarantor and that such Guarantor will remain bound
under this Article 10 notwithstanding any extension or renewal of any Guaranteed
Obligation.

                  Each Guarantor waives presentation to, demand of, payment from
and protest to the Company of any of the Guaranteed Obligations and also waives
notice of protest for nonpayment. Each Guarantor waives notice of any default
under the Securities or the Guaranteed Obligations. The obligations of each
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,
the Security Documents 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, the Security
Documents or any other agreement; (d) the release of any security held by any
Holder or the Trustee for the Guaranteed 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 Guaranteed Obligations; or (f) except as set forth in
Section 10.06, any change in the ownership of such Guarantor.

                  Each Guarantor further agrees that its Guaranty herein
constitutes a guarantee of 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
Guaranteed Obligations.

                  Except as expressly set forth in Sections 8.01(b), 10.02 and
10.06, the obligations of each 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
Guaranteed Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of each 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, the Security Documents 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 Guarantor or would otherwise
operate as a discharge of such Guarantor as a matter of law or equity.

<PAGE>

                                                                              70

                  Each 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 Guaranteed
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
Guarantor by virtue hereof, upon the failure of the Company to pay the principal
of or interest on any Guaranteed 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 Guaranteed Obligation, each Guarantor hereby
promises to and shall, 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 (1) the unpaid amount of such Guaranteed Obligations, (2) accrued
and unpaid interest on such Guaranteed Obligations (but only to the extent not
prohibited by law) and (3) all other monetary Guaranteed Obligations of the
Company to the Holders and the Trustee.

                  Each Guarantor agrees that, as between it, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
Guaranteed Obligations may be accelerated as provided in Article 6 for the
purposes of such Guarantor's Guaranty herein, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Guaranteed Obligations, and (y) in the event of any declaration of acceleration
of such Guaranteed Obligations as provided in Article 6, such Guaranteed
Obligations (whether or not due and payable) shall forthwith become due and
payable by such Guarantor for the purposes of this Section.

                  Each 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 10.02.    Limitation on Liability. Any term or
provision of this Indenture to the contrary notwithstanding, the maximum
aggregate amount of the Guaranteed Obligations by any Guarantor shall not exceed
the maximum amount that can be hereby guaranteed without rendering this
Indenture, as it relates to such Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.

                  SECTION 10.03.    Successors and Assigns. This Article 10
shall be binding upon each Guarantor and its successors and assigns and shall
endure 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.

<PAGE>

                                                                              71

                  SECTION 10.04.    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 10 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 under this Article 10
at law, in equity, by statute or otherwise.

                  SECTION 10.05.    Modification. No modification, amendment or
waiver of any provision of this Article 10, nor the consent to any departure by
any 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 Guarantor in any case shall entitle such Guarantor
to any other or further notice or demand in the same, similar or other
circumstances.

                  SECTION 10.06.    Release of Subsidiary Guarantor. (a) Upon
the sale or other disposition (including by way of consolidation or merger) of a
Subsidiary Guarantor or the sale or disposition of all or substantially all the
assets of such Subsidiary Guarantor (in each case other than a sale or
disposition to the Company or an Affiliate of the Company and as permitted by
this Indenture and if in connection therewith the Company provides an Officers'
Certificate to the Trustee to the effect that the Company will comply with its
obligations under Section 4.06), such Subsidiary Guarantor shall be deemed
released from all obligations under this Article 10 without any further action
required on the part of the Trustee or any Holder.

                  (b) The Subsidiary Guaranty of a Subsidiary Guarantor also
shall be released (i) upon the designation of a Subsidiary Guarantor as an
Unrestricted Subsidiary or (ii) if the Company exercises its legal defeasance
option or its covenant defeasance option as described under Section 8.01.

At the request of the Company, the Trustee shall execute and deliver an
appropriate instrument prepared by the Company evidencing each such release.

                                   ARTICLE 11

                               Security Documents

                  SECTION 11.01.    Security Documents. The due and punctual
payment of the principal of and interest on the Securities when and as the same
shall be due and payable, whether on an interest payment date, at maturity, by
acceleration, repurchase, redemption or otherwise, and interest on the overdue
principal of and interest on the Securities and performance of all other
Security Obligations of the Company and the Guarantors to the Holders or the
Trustee or the Collateral Agent under this Indenture, the Securities and the
Security Documents, according to the terms hereunder and thereunder, are secured
as provided in the Security Documents which define the terms of the Liens that
secure the Security Obligations, and provide that the Liens granted

<PAGE>

                                                                              72

thereunder secure the Obligations on a first-priority basis. The Trustee and the
Company hereby acknowledge and agree that the Trustee or the Collateral Agent,
as the case may be, holds the Collateral in trust for the benefit of the Trustee
and the Holders, in each case pursuant to the terms of the Security Documents.
Each Holder, by accepting a Security, consents and agrees to the terms of the
Security Documents as the same may be in effect or may be amended from time to
time in accordance with their terms and authorizes and directs the Collateral
Agent to enter into the Security Documents and to perform its obligations and
exercise its rights thereunder in accordance therewith. The Company shall
deliver to the Trustee (if it is not itself then the Collateral Agent) copies of
all documents delivered to the Collateral Agent pursuant to the Security
Documents, and will do or cause to be done all such acts and things as may be
required by the next sentence of this Section 11.01, to assure and confirm to
the Trustee and the Collateral Agent the security interest in the Collateral
contemplated hereby, by the Security Documents or any part thereof, as from time
to time constituted, so as to render the same available for the security and
benefit of this Indenture and of the Securities secured hereby, according to the
intent and purposes herein expressed. The Company shall take, and shall cause
its Subsidiaries to take, any and all actions reasonably required to cause the
Security Documents to create and maintain, as security for the Security
Obligations of the Company and the Guarantors hereunder and thereunder, a valid
and enforceable perfected first-priority Lien (subject to Permitted Prior Liens)
and security interest in and on all the Collateral, in favor of the Collateral
Agent for the benefit of the Holders.

                  If the Company or any Guarantor shall at any time acquire any
real property or other interest in real property (other than a leasehold
interest) described in the definition of Collateral that is not covered by the
Mortgages running to the benefit of the Trustee or the Collateral Agent that are
executed on or before the date of the Indenture, then within 30 days of such
acquisition the Company or such Guarantor shall execute, deliver and record a
supplement to the Mortgages running to the benefit of the Trustee or the
Collateral Agent that are executed on or before the date of the Indenture,
reasonably satisfactory in form and substance to the Trustee, subjecting such
real property or other interests in real property to the Lien created by such
Mortgage. If requested by the Trustee, the Company or such Guarantor shall
obtain an appropriate title policy or endorsement or supplement to the title
policy insuring the Trustee's Liens in such additional interests in real
property, subject only to Permitted Prior Liens.

                  SECTION 11.02.    Recording and Opinions. The Company and the
Guarantors shall furnish to the Collateral Agent or the Trustee on or before May
15 in each year beginning with May 15, 2004, an opinion of counsel from a
nationally recognized law firm, dated as of such date, either:

                  (a)      to the effect that, in the opinion of such counsel,
such action has been taken with respect to the recordings, registerings,
filings, re-recordings, re-registerings and re-filings of this Indenture, the
Security Documents and all financing statements, continuation statements or
other instruments of further assurance as is necessary to maintain the Lien of
this Indenture and the Security Documents and reciting with respect to such Lien
the details of such action or referencing to prior opinions of counsel from
nationally recognized law firms in which such details are given, and stating

<PAGE>

                                                                              73

that all financing statements and continuation statements have been executed and
filed that are necessary fully to preserve and protect the rights of the Holders
and the Trustee hereunder and under the Security Documents with respect to such
Lien; or

                  (b)      to the effect that, in the opinion of such Counsel,
no such action is necessary to maintain such Lien.

                  SECTION 11.03.    Disposition of Collateral Without Release.
(a)Notwithstanding the provisions of Section 11.04, so long as no Event of
Default shall have occurred and be continuing, the Company and the Guarantors,
as appropriate, may, without any release or consent by the Collateral Agent or
the Trustee:

                  (1)      sell or otherwise dispose of any machinery,
         equipment, furniture, apparatus, tools or implements, materials or
         supplies or other similar property subject to the Lien of any of the
         Security Documents, which may have become worn out or obsolete, not
         exceeding in aggregate value in any one calendar year $500,000;

                  (2)      grant rights-of-way and easements over or in respect
         of the real property subject to the Lien of any of the Security
         Documents; provided, however, that such grant will not, in the
         reasonable opinion of the Board of Directors, materially impair the
         usefulness of such property in the conduct of the Company's or the
         applicable Guarantor's business and will not be prejudicial to the
         Holders of the Securities;

                  (3)      abandon, terminate, cancel, release or make
         alterations in or substitutions of any contracts subject to the Lien of
         any of the Security Documents; provided, however, that any altered or
         substituted contracts shall forthwith, without further action, be
         subject to the Lien of the Security Documents to the same extent as
         those previously existing;

                  (4)      surrender or modify any franchise, license or permit
         subject to the Lien of any of the Security Documents which it may own
         or under which it may be operating; provided, however, that, after the
         surrender or modification of any such franchise, license or permit, the
         Company or the applicable Guarantor shall still, in the reasonable
         opinion of the Board of Directors of the Company, be entitled, under
         some other or without any franchise, license or permit, to conduct its
         business as it was operating immediately prior to such surrender or
         modification; or

                  (5)      alter, repair, replace, change the location or
         position of and add to its plants, structures, machinery, systems,
         equipment, fixtures and appurtenances; provided, however, that such
         alteration, repair or replacement shall comply with the terms of the
         Security Documents and will not, in the reasonable opinion of the Board
         of Directors, be prejudicial to the interests of the Holders of the
         Securities.

                  (b)      In the event that the Company or a Guarantor has
sold, exchanged or otherwise disposed of or proposes to sell, exchange or
otherwise dispose of any

<PAGE>

                                                                              74

portion of the Collateral which under the provisions of this Section 11.03 may
be sold, exchanged or otherwise disposed of by the Company without any release
or consent of the Trustee, and the Company requests the Trustee to furnish a
written disclaimer, release or quitclaim of any interest in such property under
this Indenture and the Security Documents, the Trustee, at the Company's
expense, shall execute such an instrument prepared by the Company upon delivery
to the Trustee of (i) an Officers' Certificate prepared by the Company reciting
the sale, exchange or other disposition made or proposed to be made and
describing in reasonable detail the property affected thereby, and stating that
such property is property which by the provisions of this Section 11.03 may be
sold, exchanged or otherwise disposed of or dealt with by the Company without
any release or consent of the Trustee and (ii) an Opinion of Counsel stating
that the sale, exchange or other disposition made or proposed to be made was
duly taken by the Company or the applicable Guarantor in conformity with a
designated subsection of Section 11.03(a) (specifying which subsection) and that
the execution of such written disclaimer, release or quitclaim is appropriate to
confirm the propriety of such sale, disposition or other disposition under this
Section 11.03.

                  SECTION 11.04.    Release of Collateral. (a) Subject to
subsections (b), (c) and (d) of this Section 11.04, Collateral may be released
from the Lien and security interest created by the Security Documents at any
time or from time to time in accordance with the provisions of the Security
Documents or as provided hereby. Upon the request of the Company pursuant to an
Officers' Certificate certifying that all conditions precedent hereunder have
been met and without the consent of any Holder, the Company and the Guarantors
will be entitled to releases of assets included in the Collateral from the Liens
securing the Securities under any one or more of the following circumstances:

                  (1)      to enable the Company or any Subsidiary Guarantor to
         consummate any dispositions of Collateral permitted or not prohibited
         under Section 4.06; provided, however, that the Net Available Cash from
         such dispositions shall be paid to the Trustee (except Net Available
         Cash from any Asset Sale which is not required, or cannot be required
         through the passage of time or otherwise, to be used to repurchase or
         redeem or to make an offer to repurchase Securities hereunder) as Trust
         Moneys under Article 12 and, if any property other than cash, cash
         equivalents or obligations is included in the consideration received in
         connection with such Asset Sale, all the right, title and interest of
         the Company or the applicable Guarantor in and to such property shall
         be subjected to the Lien of the Security Documents; provided, further,
         however, that any other Liens on the applicable assets securing
         Indebtedness are similarly released.

                  (2)      releases of any Collateral that constitutes Net
         Available Cash from the sale of Collateral which has been offered to,
         but not accepted by, the Holders and is used by the Company as set
         forth in the last paragraph of Section 4.06(e);

                  (3)      if all of the stock of any Subsidiary of the Company
         that is pledged to the Collateral Agent is released or such Subsidiary
         is designated as an

<PAGE>

                                                                              75

         Unrestricted Subsidiary or if any Guarantor is released from its
         Security Guaranty (in each case, in accordance with the Indenture and
         the Security Documents), such Subsidiary's or Guarantor's assets, as
         applicable, will also be released;

                  (4)      if the Company or the applicable Subsidiary Guarantor
         provides substitute collateral with at least an equivalent fair value,
         as determined in good faith by the Board of Directors; or

                  (5)      pursuant to an amendment, waiver or supplement in
         accordance with Article 9 hereof.

                  If the Company at any time delivers to the Trustee an
Officers' Certificate stating that the Company or any Guarantor intends to Incur
Indebtedness pursuant to Section 4.03(b)(10) that will be secured by a purchase
money security interest permitted under clause (6) in the definition of
"Permitted Liens" upon certain property identified therein with reasonable
specificity to be acquired with such Indebtedness, then the Trustee will deliver
to the Company, upon the Incurrence of such Indebtedness, a lien subordination
agreement in form and substance reasonably satisfactory to the Trustee
confirming that the Liens with respect to the Securities upon such property are
subject and subordinate to such purchase money security interest to the extent
it secures Obligations in respect of such Indebtedness; provided, however, that
any other subordinated Liens on such property are similarly subordinated.

                  Upon receipt of such Officers' Certificate, the Collateral
Agent shall execute, deliver or acknowledge any necessary or proper instruments
of termination, satisfaction or release, prepared by the Company, to evidence
the release of any Collateral permitted to be released pursuant to this
Indenture or the Security Documents.

                  (b)      No Collateral may be released from the Lien and
security interest created by the Security Documents pursuant to the provisions
of the Security Documents unless the Officers' Certificate required by this
Section 11.04 has been delivered to the Collateral Agent.

                  (c)      At any time when Event of Default has occurred and is
continuing, no release of Collateral pursuant to the provisions of the Indenture
or the Security Documents will be effective as against the Holders.

                  (d)      The release of any Collateral from the terms of this
Indenture and the Security Documents shall not be deemed to impair the security
under this Indenture in contravention of the provisions hereof if and to the
extent the Collateral is released pursuant to the terms of the Security
Documents and this Indenture. To the extent applicable, the Company will cause
TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the
release of property or securities from the Lien and security interest of the
Security Documents and relating to the substitution therefor of any property or
securities to be subjected to the Lien and security interest of the Security
Documents, to be complied with. Any certificate or opinion required by TIA
Section 314(d) may be made by an Officer of the Company except in cases where
TIA Section 314(d) requires that such certificate

<PAGE>

                                                                              76

or opinion be made by an independent Person, which Person will be an independent
engineer, appraiser or other expert selected or approved by the Trustee and the
Collateral Agent. Notwithstanding anything to the contrary in this paragraph,
the Company will not be required to comply with all or any portion of TIA
Section 314(d) if it determines, in good faith based on advice of counsel, that
under the terms of TIA Section 314(d) or any interpretation or guidance as to
the meaning thereof of the SEC and its staff, including "no action" letters or
exemptive orders, whether or not issued to the Company by the SEC, all or any
portion of TIA Section 314(d) is inapplicable to one or a series of released
Collateral.

                  SECTION 11.05.    Certificates and Opinions of Counsel. To the
extent applicable and subject to Section 11.04(d), the Company will furnish to
the Trustee and the Collateral Agent, prior to each proposed release of
Collateral pursuant to the Indenture and the Security Documents:

                  (a)      all documents required by TIA Section 314(d); and

                  (b)      an Opinion of Counsel to the effect that such
accompanying documents constitute all documents required by TIA Section 314(d).

                  If any Collateral is released in accordance with the Indenture
or any Security Document and if the Company has delivered the certificates and
documents required by the Indenture and the Security Documents and this Section
11.05, the Trustee will determine whether it has received all documentation
required by TIA Section 314(d) in connection with such release and, based on
such determination and the opinion of counsel delivered pursuant to this
Indenture, will deliver a certificate to the Company setting forth such
determination. Notwithstanding the foregoing, any determination made pursuant to
the final sentence of Section 11.04(d) shall be binding on the Trustee, without
the further action of the Trustee contemplated by the immediately preceding
sentence of this paragraph.

                  The Company will comply with the provisions of TIA Section
314(b).

                  SECTION 11.06.    Eminent Domain, Expropriation and Other
Governmental Takings. If any of the Collateral is taken by eminent domain,
expropriation or other similar governmental taking or is sold pursuant to the
exercise by any governmental authority of any right which it may then have to
purchase, or to designate a purchaser or to order a sale of, all or any part of
the Collateral, the Trustee shall release the property so taken or purchased,
but only upon receipt by the Trustee, and the Collateral Agent in the case
involving mortgaged Collateral, of the following:

                  (a)      an Officers' Certificate stating that such property
has been taken by eminent domain, expropriation or other similar governmental
taking and the amount of the award therefor, or that such property has been sold
pursuant to a right vested in a governmental authority to purchase, or to
designate a purchaser, or order a sale of such property and the amount of the
proceeds of such sale, that the amount of the proceeds of the property so sold
is not less than the amount to which the Company or the applicable

<PAGE>

                                                                              77

Guarantor is legally entitled under the terms of such right to purchase or
designate a purchaser, or under the order or orders directing such sale, as the
case may be, and that all conditions precedent herein provided for relating to
such release have been complied with;

                  (b)      to hold as Trust Moneys, subject to the disposition
thereof pursuant to Article 12 hereof, the award for such property or the
proceeds of such sale to the extent provided under the Security Documents; and

                  (c)      an Opinion of Counsel substantially to the effect
that:

                  (1)      such property has been taken by eminent domain,
expropriation or other similar governmental taking or has been sold pursuant to
the exercise of a right vested in a governmental authority to purchase, or to
designate a purchaser or order a sale of, such property; and

                  (2)      the instruments and the award or proceeds of such
sale which have been or are therewith delivered to and deposited with the
Trustee or the Collateral Agent, as the case may be, conform to the requirements
of this Indenture and the Security Documents and that, upon the basis of such
application, the Trustee or the Collateral Agent, as the case may be, is
permitted by the terms hereof and of the Security Documents to execute and
deliver the release requested, and that all conditions precedent herein provided
for relating to such release have been complied with.

                  In any proceedings for the taking or purchase or sale of any
part of the Collateral, by eminent domain, expropriation or other similar
governmental taking or by virtue of any such right to purchase or designate a
purchaser or to order a sale, the Trustee or the Collateral Agent, as the case
may be, may be represented by counsel who may be counsel, at the Company's
expense, for the Company.

                  All cash received by the Trustee or the Collateral Agent, as
the case may be, pursuant to this Section 11.06 shall be held by the Trustee as
Trust Moneys under Article 12 subject to application as therein provided. All
purchase money and other obligations received by the Trustee pursuant to this
Section 11.06 shall be held by the Trustee or the Collateral Agent, as the case
may be, as mortgaged Collateral subject to application as provided in Section
11.08.

                  SECTION 11.07.    Powers Exercisable by Receiver or Trustee.
In case the Collateral shall be in the possession of a receiver or trustee,
lawfully appointed, the powers conferred in this Article 11 upon the Company or
a Guarantor with respect to the release, sale or other disposition of such
property may be exercised by such receiver or trustee, and an instrument signed
by such receiver or trustee shall be deemed the equivalent of any similar
instrument of the Company or a Guarantor or of any officer or officers thereof
required by the provisions of this Article 11; and if the Trustee shall be in
the possession of the Collateral under any provision of this Indenture, then
such powers may be exercised by the Trustee.

<PAGE>

                                                                              78

                  SECTION 11.08.    Disposition of Obligations Received. All
purchase money and other obligations received by the Trustee or the Collateral
Agent under this Article shall be held by the Trustee or the Collateral Agent,
as the case may be, as a part of the Collateral. Upon payment in cash or cash
equivalents by or on behalf of the Company to the Trustee or the Collateral
Agent of the entire unpaid principal amount of any such obligation, to the
extent not constituting Net Available Cash which may be required, through the
passage of time or otherwise, to be used to redeem or repurchase or to make an
offer to redeem or repurchase Securities, the Trustee or the Collateral Agent,
as appropriate, shall release and transfer such obligation and any mortgage
securing the same upon receipt of any documentation that the Trustee or the
Collateral Agent may reasonably require. Any cash or cash equivalents received
by the Trustee or the Collateral Agent in respect of the principal of any such
obligations shall be held by the Trustee or the Collateral Agent, as the case
may be, as Trust Moneys under Article 12 subject to application as therein
provided and as provided in the Security Documents. Until the Securities are
accelerated pursuant to Section 6.02, all interest and other income on any such
obligations, when received by the Trustee shall be paid to the Company from time
to time in accordance with Section 12.08. If the Securities have been
accelerated pursuant to Section 6.02, any such interest or other income not
theretofore paid, when collected by the Trustee, shall be applied by the Trustee
in accordance with Section 6.10.

                  SECTION 11.09.    Determinations Relating to Collateral. In
the event (i) the Trustee shall receive any written request from the Company, a
Guarantor or the Collateral Agent under any Security Agreement for consent or
approval with respect to any matter or thing relating to any Collateral or the
Company's or a Guarantor's obligations with respect thereto or (ii) there shall
be due to or from the Trustee or the Collateral Agent under the provisions of
any Security Agreement any material performance or the delivery of any material
instrument or (iii) the Trustee shall become aware of any material
nonperformance by the Company or a Guarantor of any covenant or any material
breach of any representation or warranty of the Company or a Guarantor set forth
in any Security Agreement, then, in each such event, the Trustee shall be
entitled to hire, at the sole reasonable cost and expense of the Company,
experts, consultants, agents and attorneys to advise the Trustee on the manner
in which the Trustee should respond, or direct the Collateral Agent to respond,
to such request or render any requested performance or response to such
nonperformance or breach. The Trustee shall be fully protected in accordance
with Article 7 hereof in the taking of any action recommended or approved by any
such expert, consultant, agent or attorney and by indemnification provided in
accordance with Section 6.05 and other sections of this Indenture if such action
is agreed to by Holders of a majority in principal amount of the Securities
pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to
taking such action if such action could subject it to environmental liabilities
or taxation, require (i) direction from the Holders of a majority in principal
amount of the Securities in accordance with Section 6.05 hereof and (ii)
indemnification in accordance with Section 6.05.

                  SECTION 11.10.    Certificates of the Trustee. In the event
that the Company wish to release Collateral in accordance with the Security
Documents at a time when the Trustee is not itself also the Collateral Agent and
have delivered the certificates and documents required by the Security Documents
and Sections 11.04 and 11.05 hereof,

<PAGE>

                                                                              79

the Trustee will determine whether it has received all documentation required by
TIA Section 314(d) in connection with such release and, based on such
determination and the Opinion of Counsel delivered pursuant to Section 11.05(b),
will deliver a certificate to the Collateral Agent setting forth such
determination.

                  SECTION 11.11.    Authorization of Actions to Be Taken by the
Trustee Under the Security Documents. Subject to the provisions of Section 7.01
and 7.02 hereof, the Trustee may, in its sole discretion and without the consent
of the Holders, direct, on behalf of the Holders, the Collateral Agent to, take
all actions it deems necessary or appropriate in order to:

                  (a)      enforce any of the terms of the Security Documents;
and

                  (b)      collect and receive any and all amounts payable in
respect of the Obligations of the Company hereunder.

                  The Trustee will have power to institute and maintain such
suits and proceedings as it may deem expedient to prevent any impairment of the
Collateral by any acts that may be unlawful or in violation of the Security
Documents or this Indenture, and such suits and proceedings as the Trustee may
deem expedient to preserve or protect its interests and the interests of the
Holders in the Collateral (including power to institute and maintain suits or
proceedings to restrain the enforcement of or compliance with any legislative or
other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the security interest hereunder or be prejudicial to
the interests of the Holders or of the Trustee).

                  SECTION 11.12.    Authorization of Receipt of Funds by the
Trustee Under the Security Documents. The Trustee is authorized to receive any
funds for the benefit of the Holders distributed under the Security Documents,
and to make further distributions of such funds to the Holders according to the
provisions of this Indenture.

                  SECTION 11.13.    Termination of Security Interest. The
Trustee will, at the request of the Company, deliver a certificate to the
Collateral Agent stating that the Security Obligations secured by the Collateral
have been indefeasibly paid in full, and instruct the Collateral Agent to
release the Liens pursuant to this Indenture and the Security Documents upon (1)
payment in full of the principal of, and accrued and unpaid interest on, the
Securities and all other obligations under the Indenture, the Security
Guarantees and the Security Documents that are due and payable at or prior to
the time such principal and accrued and unpaid interest are paid, (2) a
satisfaction and discharge of this Indenture as described in Article 8 or (3) a
legal defeasance or covenant defeasance as described in Article 8. Upon receipt
of such instruction, the Collateral Agent shall execute, deliver or acknowledge
any necessary or proper instruments of termination, satisfaction or release,
prepared by the Company, to evidence the release of all such Liens.

<PAGE>

                                                                              80

                  SECTION 11.14.    Collateral Agent. (a) The Trustee shall act
as Collateral Agent and shall be authorized to appoint co-Collateral Agents as
necessary in its sole discretion. Except as otherwise explicitly provided herein
or in the Security Documents, neither the Collateral Agent nor any of its
respective officers, directors, employees or agents shall be liable for failure
to demand, collect or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof. The Collateral
Agent shall be accountable only for amounts that it actually receives as a
result of the exercise of such powers, and neither the Collateral Agent nor any
of its officers, directors, employees or agents shall be responsible for any act
or failure to act hereunder, except for its own willful misconduct, gross
negligence or bad faith.

                  (b)      The Trustee, as Collateral Agent, is authorized and
directed to (i) enter into the Security Documents, (ii) bind the Holders on the
terms as set forth in the Security Documents and (iv) perform and observe its
obligations under the Security Documents.

                  SECTION 11.15.    Remedies Upon an Event of Default. If an
Event of Default occurs, the Trustee, on behalf of the Holders of the
Securities, in addition to any rights or remedies available to it under this
Indenture, may take such action as it deems advisable to protect and enforce its
rights in the Collateral, including instructing the Collateral Agent to take the
actions set forth in Article 4 of the Collateral Agreement.

                                   ARTICLE 12

                           Application of Trust Moneys

                  SECTION 12.01.    "Trust Moneys" Defined. All cash or cash
equivalents received by the Trustee or the Collateral Agent on behalf of the
Trustee:

                  (a)      upon the release of property from the Lien of the
Security Documents, including all moneys received in respect of the principal of
all purchase money, governmental and other obligations; or

                  (b)      as compensation for, or proceeds of sale of, any part
of any Collateral taken by eminent domain or purchased by, or sold pursuant to
an order of, a governmental authority or otherwise disposed of; or

                  (c)      as proceeds of insurance upon any part of any
Collateral (other than any liability insurance proceeds payable to the Trustee
or the Collateral Agent for any loss, liability or expense incurred by it); or

                  (d)      for application under this Article as elsewhere
provided in this Indenture or any Security Agreement, or whose disposition is
not elsewhere otherwise specifically provided for herein or in any Security
Agreement;

<PAGE>

                                                                              81

(all such moneys being herein sometimes called "Trust Moneys"), shall be held by
the Trustee (or the Collateral Agent as the agent of the Trustee) for the
benefit of the Holders of Securities as a part of the Collateral, shall be held
in United States dollars or U.S. dollar denominated obligations, and, upon any
entry upon or sale of the Collateral or any part thereof pursuant to Article 6,
said Trust Moneys shall be applied in accordance with Section 6.10; but, prior
to any such entry or sale, all or any part of the Trust Moneys may be withdrawn,
and shall be released, paid or applied by the Trustee or the Collateral Agent,
as appropriate, from time to time as provided in Sections 12.02 to 12.05,
inclusive, or, to the extent applicable, Section 4.06(a)(3) or may be applied by
the Trustee as provided in Section 12.07(b).

                  SECTION 12.02.    Retirement of Securities. The Trustee shall,
or shall direct, as appropriate, the Collateral Agent to deliver to the Trustee
Trust Moneys to, apply Trust Moneys from time to time to the payment of the
principal of and interest on any Securities, at final maturity or to the
redemption thereof or the purchase thereof upon tender or in the open market or
at private sale or upon any exchange or in any one or more of such ways,
including pursuant to a redemption under Article 3 or a required purchase
pursuant to Section 4.06, as the Company shall request, upon receipt by the
Trustee of the following:

                  (a)      a resolution of the Board of Directors directing the
application pursuant to this Section of a specified amount of Trust Moneys
(denominated in U.S. dollars) and in case any such moneys are to be applied to
payment, designating any Securities, so to be paid and, in case any such moneys
are to be applied to the purchase of any Securities, prescribing the method of
purchase, the price or prices to be paid and the maximum principal amount of any
Securities, to be purchased and any other provisions of this Indenture governing
such purchase;

                  (b)      additional cash (denominated in U.S. dollars) to the
extent necessary to fund the entire payment amount or purchase price purchase,
which cash shall be held by the Trustee in trust for such purpose;

                  (c)      an Officers' Certificate, dated not more than five
days prior to the date of the relevant application, stating

                           (i)      that no Default exists; and

                           (ii)     that all conditions precedent and covenants
                  herein provided for relating to such application of Trust
                  Moneys have been complied with; and

                  (d)      an Opinion of Counsel stating that the documents and
the cash or cash equivalents, if any, which have been or are therewith delivered
to and deposited with the Trustee conform to the requirements of this Indenture
and that all conditions precedent herein provided for relating to such
application of Trust Moneys have been complied with.

<PAGE>

                                                                              82

                  Upon compliance with the foregoing provisions of this Section,
the Trustee shall apply Trust Moneys available therefor as directed and
specified by such resolution, up to, but not exceeding, the principal amount of
the Securities to be so paid, redeemed or purchased.

                  A resolution of the Board of Directors expressed to be
irrevocable directing the application of Trust Moneys under this Section to the
payment of the principal of particular Securities shall for all purposes of this
Indenture be deemed the equivalent of the deposit of money with the Trustee in
trust for such purpose. Such Trust Moneys and any cash deposited with the
Trustee pursuant to subsection (b) of this Section shall not, after compliance
with the foregoing provisions of this Section, be deemed to be part of the
Collateral or Trust Moneys.

                  SECTION 12.03.    Withdrawals of Insurance Proceeds and
Condemnation Awards. To the extent that any Trust Moneys consist of either (a)
the proceeds of insurance upon any part of the Collateral or (b) any award for
or the proceeds from any of the Collateral being taken by eminent domain,
expropriation or other similar governmental taking or a requisition for title)
or sold pursuant to the exercise by any governmental authority of any right
which it may then have to purchase, or to designate a purchaser or to order a
sale of any part of the Collateral, such Trust Moneys may be withdrawn by the
Company or the applicable Guarantor and shall be paid by the Trustee upon a
request by the Company to the Trustee by the proper officer or officers of the
Company or the applicable Guarantor to reimburse the Company or the applicable
Guarantor for expenditures made, or to pay costs incurred, by the Company or the
applicable Guarantor to repair, rebuild or replace the property destroyed,
damaged or taken upon receipt by the Trustee of the following:

                  (a)      an Officers' Certificate dated not more than 30 days
prior to the date of the application for the withdrawal and payment of such
Trust Moneys and signed also in the case of the following clauses (i), (iv) and
(vi), by an Appraiser, setting forth:

                           (i)      that expenditures have been made, or costs
                  incurred, or will be incurred simultaneous with such
                  withdrawal of Trust Moneys, by the Company or the applicable
                  Guarantor in a specified amount for the purpose of making
                  certain repairs, rebuildings and replacements of the
                  Collateral, which shall be briefly described, and stating the
                  fair value thereof to the Company at the date of the
                  acquisition thereof by the Company, except that it shall not
                  be necessary under this paragraph to state the fair value of
                  any of such repairs, rebuildings or replacements that are
                  separately described pursuant to paragraph (vi) of this
                  subsection and whose fair value is stated in the Appraiser's
                  certificate under the following subsection (b) of this
                  Section;

                           (ii)     that no part of such expenditures, in any
                  previous or then pending application, has been or is being
                  made the basis for the withdrawal of any Trust Moneys pursuant
                  to this Section 12.03;

<PAGE>

                                                                              83

                           (iii)    that no part of such expenditures or costs
                  has been paid out of either the proceeds of insurance upon any
                  part of the Collateral not required to be paid to the Trustee
                  or the Collateral Agent, as appropriate, under the Security
                  Documents or any award for or the proceeds from any of the
                  Collateral being taken not required to be paid to the Trustee
                  or the Collateral Agent under Section 12.05 hereof, as the
                  case may be;

                           (iv)     that there is no outstanding indebtedness or
                  other obligation, other than costs for which payment is being
                  requested, known to the Company, after due inquiry, for the
                  purchase price or construction of such repairs, rebuildings or
                  replacements, or for labor, wages, materials or supplies in
                  connection with the making thereof, which, if unpaid, might
                  become the basis of a vendor's, mechanics', laborer's,
                  materialmen's, statutory or other similar Lien upon any of
                  such repairs, rebuildings or replacement, which Lien might, in
                  the opinion of the signers of such certificate, materially
                  impair the security afforded by such repairs, rebuildings or
                  replacement;

                           (v)      that the property to be repaired, rebuilt or
                  replaced is necessary or desirable in the conduct of the
                  Company's or Guarantors' business;

                           (vi)     whether any part of such repairs,
                  rebuildings or replacements, within six months before the date
                  of acquisition thereof by the Company or a Guarantor, has been
                  used or operated by others other than the Company or such
                  Guarantor in a business similar to that in which such property
                  has been or is to be used or operated by the Company or such
                  Guarantor, and whether the fair value to the Company or such
                  Guarantor, at the date of such acquisition, of such part of
                  such repairs, rebuildings or replacement is at least $100,000
                  and 1.00% of the aggregate principal amount of the outstanding
                  Securities; and, if all such facts are present, such part of
                  said repairs, rebuildings or replacements shall be separately
                  described, and it shall be stated that an Appraiser's
                  certificate as to the fair value to the Company or such
                  Guarantor of such separately described repairs, rebuildings or
                  replacements will be furnished under the following subsection
                  (b) of this Section 12.03;

                           (vii)    that no Default or Event of Default shall
                  have occurred and be continuing;

                           (viii)   that the Trust Moneys that will remain after
                  such withdrawal will be sufficient to complete the repair,
                  rebuilding or replacement of the property destroyed, damaged
                  or taken; and

                           (ix)     that all conditions precedent herein
                  provided for relating to such withdrawal and payment have been
                  complied with.

<PAGE>

                                                                              84

                  (b)      In case any part of such repairs, rebuildings or
replacements is separately described pursuant to the foregoing paragraph (vi) of
subsection (a) of this Section, a certificate of an Appraiser stating the fair
value to the Company or the applicable Guarantor, in such Appraiser's opinion,
of such separately described repairs, rebuildings or replacements at the date of
the acquisition thereof by the Company or such Guarantor.

                  (c)      An Opinion of Counsel substantially stating:

                           (i)      that the instruments that have been or are
                  therewith delivered to the Trustee conform to the requirements
                  of this Indenture or the Security Documents, and that, upon
                  the basis of such Company request and the accompanying
                  documents specified in this Section 12.03, all conditions
                  precedent herein provided for relating to such withdrawal and
                  payment have been complied with, and the Trust Moneys whose
                  withdrawal is then requested may be lawfully paid over under
                  this Section 12.03;

                           (ii)     that the Company or the applicable Guarantor
                  has acquired title to said repairs, rebuildings and
                  replacements at least the equivalent to its title to the
                  property destroyed, damaged or taken, and that the same and
                  every part thereof are free and clear of all Liens prior to
                  the Lien of the Security Documents, except Permitted Prior
                  Liens to which the property so destroyed, damaged or taken
                  shall have been subject at the time of such destruction,
                  damage or taking; and

                           (iii)    that all the Company's or the applicable
                  Guarantor's right, title and interest in and to said repairs,
                  rebuilding or replacements, or combination thereof, are then
                  subject to the Lien of this Indenture and the Security
                  Documents.

                  Upon compliance with the foregoing provisions of this Section,
the Trustee shall pay on Company request an amount of Trust Moneys of the
character aforesaid equal to the amount of the expenditures or costs stated in
the Officers' Certificate required by paragraph (i) of subsection (a) of this
Section 12.03, or the fair value to the Company or the applicable Guarantor of
such repairs, rebuildings and replacements stated in such Officers' Certificate
(and in such Appraiser's certificate, if required by subsection (b) of this
Section 12.03), whichever is less. Unless the Collateral Agent and Trustee shall
otherwise agree, all insurance must name the Collateral Agent and Trustee as an
insured, but without liability for premiums, calls or assessments, and all
amounts of whatsoever nature payable under any insurance must be payable to the
Collateral Agent and Trustee for distribution, first to itself and thereafter to
the Company or the applicable Guarantor, as owner of such Collateral or others
as their interests may appear. All amounts payable under any insurance with
respect to Collateral involving any damage to Collateral not constituting an
actual or constructive or an agreed or compromised total loss, the insurers may
pay direct for the repair, salvage or other charges involved or, if the Company
or the applicable Guarantor shall have first

<PAGE>

                                                                              85

fully repaired the damage or paid all of the salvage or other charges, may pay
the Company or the applicable Guarantor as reimbursement therefore; provided,
however, that if such amounts (including any franchise or deductible) are in
excess of One Million United States Dollars ($1,000,000), the insurers shall
make such payment to the Collateral Agent and Trustee. All payments of insurance
shall be made to the Collateral Agent and the Trustee if an Event of Default
shall have occurred or any event which with the giving of notice or the lapse of
time, or both, would constitute an Event of Default.

                  SECTION 12.04.    Powers Exercisable Notwithstanding Event of
Default. In case an Event of Default shall have occurred and shall be
continuing, the Company, while in possession of Collateral (other than cash,
cash equivalents, securities and other personal property held by, or required to
be deposited or pledged with, the Trustee or the Collateral Agent hereunder or
under the Security Documents), may do any of the things enumerated in Sections
12.02 and 12.03 if the Trustee in its discretion, or the Holders of a majority
in aggregate principal amount of the outstanding Securities, by appropriate
action of such Holders, shall consent to such action, in which event any
certificate filed under any of such Sections shall omit the statement to the
effect that no Event of Default has occurred and is continuing. This Section
12.04 shall not apply, however, during the continuance of an Event of Default of
the type specified in Section 6.01(1) or (2).

                  SECTION 12.05.    Powers Exercisable by Trustee or Receiver.
In case any Collateral (other than any cash, cash equivalents, securities and
other personal property held by, or required to be deposited or pledged with,
the Trustee or the Collateral Agent hereunder or under the Security Documents)
shall be in the possession of a receiver or trustee lawfully appointed, the
powers hereinbefore in this Article 12 conferred upon the Company and the
Guarantors with respect to the withdrawal or application of Trust Moneys may be
exercised by such receiver or trustee, in which case a certificate signed by
such receiver or trustee shall be deemed the equivalent of any Officers'
Certificate required by this Article 12. If the Trustee or the Collateral Agent
shall be in possession of any of the Collateral hereunder or under the Security
Documents, such powers may be exercised by the Trustee or the Collateral Agent,
as applicable, in its sole discretion.

                  SECTION 12.06.    Disposition of Securities Retired. All
Securities received by the Trustee and for whose purchase Trust Moneys are
applied under this Article 12, if not otherwise canceled, shall be promptly
canceled and destroyed by the Trustee. Upon destruction of any Securities, the
Trustee shall issue a certificate of destruction to the Company.

                  SECTION 12.07.    Investment and Use of Trust Moneys (a) All
or any part of any Trust Moneys held by the Trustee hereunder (except such as
may be held for the account of any particular Securities), shall from time to
time at the direction of the Company be invested or reinvested by the Trustee in
Temporary Cash Investments. Unless a Default occurs and is continuing, any
interest on such Temporary Cash Investments (in excess of any accrued interest
paid at the time of purchase) which may be received by the Trustee or the
Collateral Agent, as appropriate, shall be paid periodically

<PAGE>

                                                                              86

to the Company. Such Temporary Cash Investments shall be held by the Trustee as
a part of the Collateral, subject to the same provisions hereof as the cash used
by it to purchase such cash equivalents. The Trustee shall not be liable or
responsible for any loss resulting from such investments or sales except only
for its own negligent action, its own negligent failure to act or its own
willful misconduct in complying with this Section 12.07.

                  (b)      If the Company or any Guarantor shall fail to perform
any of its covenants in this Indenture or under any Security Agreement, the
Trustee may (but shall not be required to), direct the Collateral Agent to, at
any time and from time to time, use, apply and advance any Trust Moneys held by
it under this Article 12 or make advances to effect performance of any such
covenant on behalf of the Company or such Guarantor as contemplated by this
Indenture or the Security Documents; provided, however, that the Trustee or the
Collateral Agent, as appropriate, shall not be required to make any such
advances from its own funds; provided, further, however, that all moneys so used
or advanced by the Trustee, together (in the case of funds advanced by the
Trustee) with interest at the rate borne by the Securities shall be repaid by
the Company or the applicable Guarantor upon demand and such advances shall be
secured under the Liens securing the Collateral prior to the Securities. For
repayment of all such advances the Trustee shall have the right to use and apply
any Trust Moneys at any time held by it under Article 12 but no such use of
Trust Moneys or advance shall relieve the Company or such Guarantor from any
Default.

                                   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 mailed by first-class mail addressed as
follows:

                                 if to the Company or any Guarantor:

                                       101 South Hanley Road
                                       Suite 400
                                       St. Louis, Missouri 63105

                                 Attention of:  John Hastings

                                 if to the Trustee:

                                       Wells Fargo Bank Minnesota,
                                       National Association
                                       Corporate Trust
                                       Sixth and Maquette
                                       N 9303-120
                                       Minneapolis, MN 55479

                                 Attention of:  Jane Schweiger

<PAGE>

                                                                              87

                  The Company, any Guarantor 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 mailed 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 Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, any Guarantor, the Trustee, the Registrar and anyone
else shall have the protection of TIA Section 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 such conditions precedent 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;

<PAGE>

                                                                              88

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

                  (3)      a statement that, in the opinion of such 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 or any Guarantor shall
not have any liability for any obligations of the Company under the Securities
or this Indenture or of such Guarantor under its Guaranty 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.

<PAGE>

                                                                              89

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

                                                                              90

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

                         INTERNATIONAL WIRE GROUP, INC.

                              By

                                         /s/ David J. Webster
                                    --------------------------------------------
                                    Name: David J. Webster
                                    Title: Senior Vice President
                                         and Secretary

                         INTERNATIONAL WIRE HOLDING
                           COMPANY,

                              By

                                         /s/ David J. Webster
                                    --------------------------------------------
                                    Name: David J. Webster
                                    Title: Senior Vice President
                                         and Secretary

                         IWG RESOURCES LLC,

                              By

                                         /s/ David J. Webster
                                    --------------------------------------------
                                    Name: David J. Webster
                                    Title: President and Secretary

                         WIRE TECHNOLOGIES, INC.,

                              By

                                         /s/ David J. Webster
                                    --------------------------------------------
                                    Name: David J. Webster
                                    Title: Senior Vice President
                                         and Secretary

<PAGE>

                                                                              91

                         INTERNATIONAL WIRE ROME
                           OPERATIONS, INC.,

                              By

                                         /s/ David J. Webster
                                    --------------------------------------------
                                    Name: David J. Webster
                                    Title: Senior Vice President
                                         and Secretary

                         OWI CORPORATION AND CAMDEN
                           WIRE CO., INC.

                              By

                                         /s/ David J. Webster
                                    --------------------------------------------
                                    Name: David J. Webster
                                    Title: Senior Vice President
                                         and Secretary

                         CAMDEN WIRE CO., INC.

                              By

                                         /s/ David J. Webster
                                    --------------------------------------------
                                    Name: David J. Webster
                                    Title: Senior Vice President
                                         and Secretary

                         OMEGA WIRE, INC.

                              By

                                         /s/ David J. Webster
                                    --------------------------------------------
                                    Name: David J. Webster
                                    Title: Senior Vice President
                                         and Secretary

                         WELLS FARGO BANK MINNESOTA,
                         NATIONAL ASSOCIATION,
                          as Trustee

                              By

                                         /s/ Jane Y. Schweiger
                                    --------------------------------------------
                                    Name: Jane Y. Schweiger
                                    Title: Vice President

<PAGE>

                                                 RULE 144A/REGULATION S APPENDIX

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

         1.       Definitions

         1.1      Definitions

         For the purposes of this Appendix 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 and
Clearstream for such a Temporary Regulation S Global Security, in each case to
the extent applicable to such transaction and as in effect from time to time.

                  "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 Euroclear Bank S.A., as operator of the
Euroclear System or any successor securities clearing agency.

                  "Exchange Securities" means (1) the 10 3/8% Senior Secured
Notes Due February 28, 2005 issued pursuant to the Indenture in connection with
the Registered Exchange Offer pursuant to the Registration Rights Agreement, and
(2) Additional Securities, if any, issued pursuant to a registration statement
filed with the SEC under the Securities Act.

                  "Initial Purchaser" means (1) with respect to the Initial
Securities issued on the Issue Date, Credit Suisse First Boston LLC, and (2)
with respect to each issuance of Additional Securities, the Persons purchasing
such Additional Securities under the related Purchase Agreement.
<PAGE>

                                                                               2

                  "Initial Securities" means (1) $82.0 million aggregate
principal amount of 10 3/8% Senior Secured Notes Due February 28, 2005 issued 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
the Registration Rights Agreement, to the Initial Purchaser to issue and deliver
to the 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 10 3/8% Senior Secured
Notes Due February 28, 2005 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 May 29, 2003,
among the Company and the Initial Purchaser, 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 Rights 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 Rights Agreement" means (1) with respect to the
Initial Securities issued on the Issue Date, the Registration Rights Agreement
dated May 30, 2003, among the Company, Parent, the Subsidiary Guarantors and the
Initial Purchaser, 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, Parent, the Subsidiary Guarantor and the Persons purchasing such
Additional Securities under the related Purchase Agreement.

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

                  "Securities Act" means the U.S. 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 Rights
Agreement.

<PAGE>

                                                                               3

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

         1.2      Other Definitions

<TABLE>
<CAPTION>
                                                                                     Defined in
                        Term                                                          Section:
                        ----                                                          --------
<S>                                                                                    <C>
"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)
</TABLE>

         2.       The Securities.

         2.1      (a) Form and Dating. The Initial Securities will be offered
and sold by the Company pursuant to a Purchase Agreement. The Initial Securities
will be resold initially only to (i) QIBs in reliance on Rule 144A under the
Securities Act ("Rule 144A") and (ii) Persons other than U.S. Persons (as
defined in Regulation S) 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 on Regulation S, in each case, 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. Except as set forth in this Section 2.1(a),
beneficial ownership interests in the Temporary Regulation S Global Security (x)
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 prior to the expiration of the Distribution Compliance Period and
(y) then, after the expiration of the Distribution Compliance Period, may be
exchanged for interests in a Rule 144A Global Security or the Permanent
Regulation S Global Security only upon certification 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.

<PAGE>

                                                                               4

                  (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 Securities Trustee to such Depository or pursuant to
such Depository's instructions or held by the Securities Custodian.

                  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)      Certificated Securities. Except as provided in this
Section 2.1 or 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 $82.0 million 10 3/8%
Senior Secured Notes Due February 28, 2005, and (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
Rights Agreement, for a like principal amount of Initial Securities, in each
case 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 and the
date on which the original issue of Securities is to be authenticated and, in
the case of any issuance of Additional Securities pursuant to Section 2.13 of
this Indenture, shall certify that such issuance is in compliance with Section
4.03 of this 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>

                                                                               5

                  (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 its
      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).

                  (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 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 Global Security; and

<PAGE>

                                                                               6

                      (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
      Global Security, as applicable, such instructions to contain information
      regarding the Depository 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 Depository and the Securities Custodian, the
aggregate principal amount of Securities represented by the Rule 144A Global
Security or Permanent Regulation S Global 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 Global Security, as applicable, equal to the
principal amount of the Definitive Security so canceled. If no Rule 144A Global
Securities or Permanent Regulation S Global 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 Global 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 Depositary's procedures containing information regarding the participant
account of the Depositary to be credited with a beneficial interest in the
Global Security. The Registrar shall, in accordance with such instructions
instruct the Depositary 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.

<PAGE>

                                                                               7

                      (iii) Notwithstanding any other provisions of this
      Appendix (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 of this Appendix prior to
      the consummation of a Registered Exchange Offer or the effectiveness of a
      Shelf Registration Statement with 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 or Clearstream in accordance with
the Applicable Procedures and only (i) to the Company, (ii) in an offshore
transaction in accordance with Regulation S (other than a transaction resulting
in an exchange for interest in a Permanent Regulation S Global Security), or
(iii) pursuant to an effective registration statement 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 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 SECURITIES ACT OF 1933 (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>

                                                                               8

                           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) IN THE UNITED STATES TO A PERSON
                           WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
                           INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
                           THE SECURITIES ACT) IN A TRANSACTION MEETING THE
                           REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED
                           STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
                           RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO
                           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.

                      (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
      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.

<PAGE>

                                                                               9

                      (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, in each case without
      the restrictive securities legend set forth in Exhibit 1 hereto, 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, 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, purchased 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 is exchanged for certificated
Securities, redeemed, purchased 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 Definitive
      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

<PAGE>

                                                                              10

      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.

                      (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.

<PAGE>

                                                                              11

         2.4      Certificated Securities.

                  (a)      A Global Security deposited with the Depository or
with the Trustee as 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 depositary 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 Transfer Restricted Security shall, except as
otherwise provided by Section 2.3(e) hereof, bear the restricted securities
legend and definitive security 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 one of the events
specified in Section 2.4(a) hereof, the Company shall promptly make available to
the Trustee a reasonable supply of Definitive Securities in definitive, fully
registered form without interest coupons.

<PAGE>

                                                                       EXHIBIT 1
                                                                              to
                                                 RULE 144A/REGULATION S APPENDIX

                       [FORM OF FACE OF INITIAL SECURITY]

                            [Definitive Notes Legend]

                  FOR PURPOSES OF SECTIONS 1273 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), THIS SECURITY HAS ORIGINAL ISSUE DISCOUNT. FOR
PURPOSES OF SECTION 1273 OF THE CODE, THE ISSUE PRICE IS $960.61 AND THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT IS $41.27, IN EACH CASE PER $1,000 PRINCIPAL AMOUNT
AT MATURITY OF THIS SECURITY. THE ISSUE DATE OF THIS SECURITY IS MAY 30, 2003.
FOR PURPOSES OF SECTION 1272 OF THE CODE, THE YIELD TO MATURITY (COMPOUNDED
SEMI-ANNUALLY) IS 13.1024% PER ANNUM.

                           [Global Securities Legend]

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY 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.

                  [FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE
LATER OF THE COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF
SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE U.S.
SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES
ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH THE RULE
144A THEREUNDER.]

                         [Restricted Securities Legend]

<PAGE>

                                                                               2

                  THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED OF 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) THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE 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.

                 [Temporary Regulation S Global Security Legend]

                  EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN
THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR
INTERESTS IN THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY
REPRESENTING AN INTEREST IN THE SECURITIES 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(b)(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 SECURITY
MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH EUROCLEAR BANK S.A./N.A., AS
OPERATOR OF THE EUROCLEAR SYSTEM OR CLEARSTREAM BANKING, SOCIETE

<PAGE>

                                                                               3

ANONYME AND ONLY (I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES IN A
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, OR (III)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL SECURITY WILL NOTIFY ANY PURCHASER OF THIS SECURITY OF THE
RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.

                  AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD,
BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE
EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE
OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH RULE
144A, AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST DELIVERS
TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE)
TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY BEING TRANSFERRED TO A
PERSON (A) WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (B) PURCHASING FOR ITS OWN
ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

                  BENEFICIAL INTEREST IN A RULE 144A GLOBAL SECURITY MAY BE
TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE
REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE
40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO
THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO
THE EFFECT THAT IF SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR
904 OF REGULATION S OR RULE 144 (IF AVAILABLE) AND THAT, IF SUCH TRANSFER OCCURS
PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, THE
INTEREST TRANSFERRED WILL BE HELD IMMEDIATELY THEREAFTER THROUGH EUROCLEAR BANK
S.A./N.A. OR CLEARSTREAM BANKING SOCIETE ANONYME.

                         [Definitive Securities 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.

<PAGE>

                                                                               4

No.                                                                            $
                                                                       CUSIP No.

                                                                        ISIN No.

               10 3/8% Senior Secured Notes Due February 28, 2005

                  International Wire Group, Inc., a Delaware corporation,
promises to pay to Cede & Co. or registered assigns, the principal sum of
Dollars on February 28, 2005.

                  Interest Payment Dates: May 15 and November 15.

                  Record Dates: May 1 and November 1.

<PAGE>

                                                                               5

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

                  IN WITNESS WHEREOF, the parties have caused this instrument to
be duly executed.

                                  INTERNATIONAL WIRE Group, inc.

                                    By

                                      __________________________________________
                                      Name:
                                      Title:

                                    By

                                      __________________________________________
                                      Name:
                                      Title:

Dated: May 30, 2003

TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

WELLS FARGO BANK MINNESOTA,
         NATIONAL ASSOCIATION,

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

     By:

         ____________________________________________________
         Authorized Signatory

<PAGE>

                                                                               6

                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]

                10 3/8% Senior Secured Note Due February 28, 2005

                  1.       Interest

                  International Wire Group, 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 Rights
Agreement) occurs, additional interest will accrue on this Security at a rate of
0.25% per annum 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; provided, further, however, that if a First Priority Failure
(as defined in the Indenture) occurs, additional interest will accrue on this
Security at a rate of 2.00% per annum from and including the date on which any
such First Priority Failure shall occur to but excluding the date on which all
First Priority Failures have been cured. The Company will pay interest
semiannually on May 15 and November 15 of each year, commencing November 15,
2003. The Company will pay interest on overdue principal of 1% per annum in
excess of the above rate and will pay interest on overdue installments of
interest at such higher rate to the extent lawful. 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 May 30, 2003. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

                  2.       Method of Payment

                  The Company will pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of Securities at
the close of business on the May 1 or November 1 next 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).

<PAGE>

                                                                               7

                  3.       Paying Agent and Registrar

                  Initially, Wells Fargo Bank Minnesota, National Association
(the "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 May 30, 2003 ("Indenture"), among the Company, the Guarantors 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. Sections 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 general secured 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 be treated as a single class for all purposes under the
Indenture. The Indenture contains covenants that limit the ability of the
Company and its subsidiaries to incur additional indebtedness; pay dividends or
distributions on, or redeem or repurchase capital stock; make investments; issue
or sell capital stock of subsidiaries; engage in transactions with affiliates;
create liens on assets; transfer or sell assets; guarantee indebtedness;
restrict dividends or other payments of subsidiaries; release security
interests; amend security documents; consolidate, merge or transfer all or
substantially all of its assets and the assets of its subsidiaries; and engage
in sale/leaseback transactions. These covenants are subject to important
exceptions and qualifications.

                  5.       Optional Redemption

                  Except as set forth below, the Company shall not be entitled
to redeem the Securities at its option prior to February 28, 2005.

                  At any time following a Recapitalization Event, the Company
may at its option redeem all, but not less than all, of the Securities at a
redemption price equal to (i) 101% of the principal amount of the Securities
plus accrued and unpaid interest to, the redemption date if the redemption date
is prior to June 1, 2004 or (ii) 100% of the principal amount of the Securities
plus accrued and unpaid interest to, the redemption date if the redemption date
is on or after June 1, 2004 (in each case, subject to the right or Holders on
the relevant record date to receive interest due on the relevant interest
payment date).

<PAGE>

                                                                               8

                  Notice of any redemption must be mailed by first-class mail to
each Holder's registered address, not less than 30 nor more than 60 days prior
to the redemption date. Securities called for redemption become due on the date
fixed for redemption. On and after the redemption date, interest ceases to
accrue on Securities or portions of them called for redemption.

                  6.       Notice of Redemption

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of Securities to be
redeemed at his registered address. Securities in denominations larger than
$1,000 principal amount 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, any Holder of Securities will have
the right to cause the Company to repurchase all or any part of the Securities
of such Holder at a repurchase price equal to 101% of the principal amount of
the Securities to be repurchased plus accrued interest to the date of repurchase
(subject to the right of holders of record on the relevant record date to
receive interest due on the related interest payment date) as provided in, and
subject to the terms of, the Indenture.

                  8.       Guaranty

                  The payment by the Company of the principal of, and premium
and interest on, the Securities is fully and unconditionally guaranteed on a
joint and several senior secured basis by each of the Guarantors.

                  9.       Security

                  The Securities will be secured by a first-priority security
interest (subject to Permitted Prior Liens) in the Collateral. The Collateral
consists of 100% of the Company's capital stock of, or other equity interests
in, existing and future Domestic Subsidiaries and 65% of the capital stock of,
or other equity interests in, existing and future first-tier Foreign
Subsidiaries and substantially all of the other personal property assets and all
the interests in real property assets, together with the proceeds therefrom and
improvements, alterations and repairs thereto, in each case that are held by the
Company or any of the Guarantors.

                  10.      Denominations; Transfer; Exchange

                  The Securities are in registered form without coupons in
denominations of $1,000 principal amount and whole multiples of $1,000. A Holder
may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a

<PAGE>

                                                                               9

Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees 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 any
Securities for a period of 15 days before a selection of Securities to be
redeemed or 15 days before an interest payment date.

                  11.      Persons Deemed Owners

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

                  12.      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 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.

                  13.      Discharge and Defeasance

                  Subject to certain conditions, the Company at any time shall
be entitled to 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.

                  14.      Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture, the Security Documents and the Securities may be amended with the
written consent of the Holders of at least a majority in principal amount
outstanding of the Securities 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 outstanding of the Securities. Subject to certain exceptions
set forth in the Indenture, without the consent of any Securityholder, the
Company, the Guarantors and the Trustee shall be entitled to amend the
Indenture, the Security Documents or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 5 of the Indenture,
or to provide for uncertificated Securities in addition to or in place of
certificated Securities, or to add guarantees with respect to the Securities,
including Guaranties, or to secure the Securities, or to add additional
covenants or surrender rights and powers conferred on the Company or the
Guarantors, or to comply with any request of the SEC in connection with
qualifying the Indenture under the Act, to make any change that does not
adversely affect the rights of any Securityholder or to make, complete or
confirm any grant of Collateral permitted or required by the Security Documents.

<PAGE>

                                                                              10

                  15.      Defaults and Remedies

                  Under the Indenture, Events of Default include (i) default for
30 days in payment of interest on the Securities; (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 Securities when required; (iii) failure by the Company 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 or the Guarantors if the amount accelerated (or so
unpaid) exceeds $5.0 million; (v) certain events of bankruptcy or insolvency
with respect to the Company, the Guarantors and the Significant Subsidiaries,
the failure of a Guaranty to be in full force and effect or the failure of any
security interest under the Security Documents to be in full force and effect or
the declaration of any security interest created or purported to be created
thereunder as invalid or unenforceable or the assertion by the Company or any
Guarantor in any pleading in any court of competent jurisdiction that any such
security interest is invalid or unenforceable. If an Event of Default 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.
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 indemnity or security
satisfactory to it. 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.

                  16.      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.

                  17.      No Recourse Against Others

                  A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the
Company 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.

<PAGE>

                                                                              11

                  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.      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.

                  21.      Holders' Compliance with Registration Rights
                           Agreement.

                  Each Holder of a Security, by acceptance hereof, acknowledges
and agrees to the provisions of the Registration Rights Agreement, including the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.

                  22.      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.

                  THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE SECURITY HOLDER A COPY OF THE INDENTURE WHICH
HAS IN IT THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO:

                  101 South Hanley Road
                  Suite 400
                  St. Louis, Missouri 63105

                  Attention:  Corporate Secretary

<PAGE>

                                                                              12

________________________________________________________________________________

                                 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)

         (1)      0        to the Company; or

         (2)      0        pursuant to an effective registration statement under
                           the Securities Act of 1933; or

         (3)      0        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 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

-----------------
1        Check against restricted securities legend.

<PAGE>

                                                                              13

         (4)      0        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)      0        pursuant to the exemption from registration provided
                           by Rule 144 under the Securities Act of 1933.

         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 shall be entitled to
         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>

                                                                              14

              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>

                                                                              15

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

<PAGE>

                                                                              16

                       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 4.08 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 4.08 of the Indenture,
state the amount in principal amount: $!

Dated:___________________   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]

         */**/

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

*/ [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".] [Note: Include asterix and this note if a 144A
Offering with registration rights]

**/.[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.] [Note: Include asterisk and this note if a 144A Offering with
registration rights]

<PAGE>

                                                                               2

No.                                                                          $ _
                                                                      _CUSIP No.
                                                                        ISIN No.

               10 3/8% Senior Secured Notes Due February 28, 2005

                  International Wire Group, Inc., a Delaware corporation,
promises to pay to "Cede &Co.", or registered assigns, the principal sum of
Dollars on February 28, 2003.

                  Interest Payment Dates: May 15, and November 15.

                  Record Dates: May 1 and November 1.

<PAGE>

                                                                               3

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

                  IN WITNESS WHEREOF, the parties have caused this instrument to
be duly executed.

                                  INTERNATIONAL WIRE GROUP, INC.

                                     By

                                        ________________________________________
                                        Name:
                                        Title:

                                     By

                                        ________________________________________
                                        Name:
                                        Title:

Dated: May 30, 2003

TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

WELLS FARGO BANK MINNESOTA,
         NATIONAL ASSOCIATION,

     as Trustee, Certifies
           that this is one of
           the Securities referred
           to in the Indenture.

     By:

         ____________________________________
           Authorized Signatory

<PAGE>

                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]

                10 3/8% Senior Secured Note Due February 28, 2005

                  1.       Interest

                  International Wire Group, 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 Rights
Agreement) occurs, additional interest will accrue on this Security at a rate of
0.25% per annum 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; provided, further, however, that if a First Priority Failure
(as defined in the Indenture) occurs, additional interest will accrue on this
Security at a rate of 2.00% per annum from and including the date on which any
such First Priority Failure shall occur to but excluding the date on which all
First Priority Failures have been cured. The Company will pay interest
semiannually on May 15 and November 15 of each year, commencing November 15,
2003. The Company will pay interest on overdue principal at 1% per annum in
excess of the above rate and will pay interest on overdue installments of
interest at such higher rate to the extent lawful. 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 May 30, 2003. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

                  2.       Method of Payment

                  The Company will pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of Securities at
the close of business on the May 1 or November 1 next 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).

<PAGE>

                  3.       Paying Agent and Registrar

                  Initially, Wells Fargo Bank Minnesota, National Association
(the "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 May 30, 2003 ("Indenture"), among the Company, the Guarantors 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. Sections 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 general secured 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 be treated as a single class for all purposes under the
Indenture. The Indenture contains covenants that limit the ability of the
Company and its subsidiaries to incur additional indebtedness; pay dividends or
distributions on, or redeem or repurchase capital stock; make investments; issue
or sell capital stock of subsidiaries; engage in transactions with affiliates;
create liens on assets; transfer or sell assets; guarantee indebtedness;
restrict dividends or other payments of subsidiaries; release security
interests; amend security documents; consolidate, merge or transfer all or
substantially all of its assets and the assets of its subsidiaries; and engage
in sale/leaseback transactions. These covenants are subject to important
exceptions and qualifications.

                  5.       Optional Redemption

                  Except as set forth below, the Company shall not be entitled
to redeem the Securities at its option prior to February 28, 2005.

                  At any time following a Recapitalization Event, the Company
may at its option redeem all, but not less than all, of the Securities at a
redemption price equal to (i) 101% of the principal amount of the Securities
plus accrued and unpaid interest to, the redemption date if the redemption date
is prior to June 1, 2004 or (ii) 100% of the principal amount of the Securities
plus accrued and unpaid interest to, the redemption date if the redemption date
is on or after June 1, 2004 (in each case, subject to the right or Holders on
the relevant record date to receive interest due on the relevant interest
payment date).

<PAGE>

                  Notice of any redemption must be mailed by first-class mail to
each Holder's registered address, not less than 30 nor more than 60 days prior
to the redemption date. Securities called for redemption become due on the date
fixed for redemption. On and after the redemption date, interest ceases to
accrue on Securities or portions of them called for redemption.

                  6.       Notice of Redemption

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of Securities to be
redeemed at his registered address. Securities in denominations larger than
$1,000 principal amount 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, any Holder of Securities will have
the right to cause the Company to repurchase all or any part of the Securities
of such Holder at a repurchase price equal to 101% of the principal amount of
the Securities to be repurchased plus accrued interest to the date of repurchase
(subject to the right of holders of record on the relevant record date to
receive interest due on the related interest payment date) as provided in, and
subject to the terms of, the Indenture.

                  8.       Guaranty

                  The payment by the Company of the principal of, and premium
and interest on, the Securities is fully and unconditionally guaranteed on a
joint and several senior secured basis by each of the Guarantors.

                  9.       Security

                  The Securities will be secured by a first-priority security
interest (subject to Permitted Prior Liens) in the Collateral. The Collateral
consists of 100% of the Company's capital stock of, or other equity interests
in, existing and future Domestic Subsidiaries and 65% of the capital stock of,
or other equity interests in, existing and future first-tier Foreign
Subsidiaries and substantially all of the other personal property assets and all
the interests in real property assets, together with the proceeds therefrom and
improvements, alterations and repairs thereto, in each case that are held by the
Company or any of the Guarantors.

                  10.      Denominations; Transfer; Exchange

                  The Securities are in registered form without coupons in
denominations of $1,000 principal amount and whole multiples of $1,000. A Holder
may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a

<PAGE>

Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees 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 any
Securities for a period of 15 days before a selection of Securities to be
redeemed or 15 days before an interest payment date.

                  11.      Persons Deemed Owners

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

                  12.      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 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.

                  13.      Discharge and Defeasance

                  Subject to certain conditions, the Company at any time shall
be entitled to 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.

                  14.      Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture, the Security Documents and the Securities may be amended with the
written consent of the Holders of at least a majority in principal amount
outstanding of the Securities 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 outstanding of the Securities. Subject to certain exceptions
set forth in the Indenture, without the consent of any Securityholder, the
Company, the Guarantors and the Trustee shall be entitled to amend the
Indenture, the Security Documents or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 5 of the Indenture,
or to provide for uncertificated Securities in addition to or in place of
certificated Securities, or to add guarantees with respect to the Securities,
including Guaranties, or to secure the Securities, or to add additional
covenants or surrender rights and powers conferred on the Company or the
Guarantors, or to comply with any request of the SEC in connection with
qualifying the Indenture under the Act, to make any change that does not
adversely affect the rights of any Securityholder or to make, complete or
confirm any grant of Collateral permitted or required by the Security Documents.

<PAGE>

                  15.      Defaults and Remedies

                  Under the Indenture, Events of Default include (i) default for
30 days in payment of interest on the Securities; (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 Securities when required; (iii) failure by the Company 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 or the Guarantors if the amount accelerated (or so
unpaid) exceeds $5.0 million; (v) certain events of bankruptcy or insolvency
with respect to the Company, the Guarantors and the Significant Subsidiaries,
the failure of a Guaranty to be in full force and effect or the failure of any
security interest under the Security Documents to be in full force and effect or
the declaration of any security interest created or purported to be created
thereunder as invalid or unenforceable or the assertion by the Company or any
Guarantor in any pleading in any court of competent jurisdiction that any such
security interest is invalid or unenforceable. If an Event of Default 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.
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 indemnity or security
satisfactory to it. 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.

                  16.      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.

                  17.      No Recourse Against Others

                  A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the
Company 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.

<PAGE>

                  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.      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.

                  21.      Holders' Compliance with Registration Rights
                           Agreement.

                  Each Holder of a Security, by acceptance hereof, acknowledges
and agrees to the provisions of the Registration Rights Agreement, including the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.

                  22.      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.

                  THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE SECURITY HOLDER A COPY OF THE INDENTURE WHICH
HAS IN IT THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO:

                  101 South Hanley Road
                  Suite 400
                  St. Louis, Missouri 63105

                  Attention:  John Hastings

<PAGE>

________________________________________________________________________________

                                 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(2)

         (6)      0        to the Company; or

         (7)      0        pursuant to an effective registration statement under
                           the Securities Act of 1933; or

         (8)      0        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 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
------------------------

2        Check against restricted securities legend.

<PAGE>

         (9)      0        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

         (10)     0        pursuant to the exemption from registration provided
                           by Rule 144 under the Securities Act of 1933.

         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 shall be entitled to
         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>

              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>

                      [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>
<CAPTION>
              Amount of decrease in        Amount of increase in      Principal amount] of this     Signature of authorized
Date of       Principal amount of this     Principal of this Global   Global Security following     officer of Trustee or
Exchange      Global Security              Security                   such decrease or increase)    Securities Custodian
<S>           <C>                          <C>                        <C>                           <C>
</TABLE>

<PAGE>

                       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 4.08 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 4.08 of the Indenture,
state the amount in principal amount: $!

Dated:____________________   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.