<PAGE>

                                                                     EXHIBIT 4.1

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

                             R.J. TOWER CORPORATION,

                         THE GUARANTORS PARTIES HERETO,

                                       AND

                            BNY MIDWEST TRUST COMPANY

                                   as Trustee

                            12% Senior Notes due 2013

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

                                    INDENTURE

                            Dated as of June 13, 2003

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

<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)                  ...................................................................    7.8; 7.10
   (c)                  ...................................................................      N.A.
311(a)                  ...................................................................      7.11
   (b)                  ...................................................................      7.11
   (c)                  ...................................................................      N.A.
312(a)                  ...................................................................      2.5
   (b)                  ...................................................................     11.3
   (c)                  ...................................................................     11.3
313(a)                  ...................................................................      7.6
   (b)(1)               ...................................................................      N.A.
   (b)(2)               ...................................................................      7.6
   (c)                  ...................................................................      7.6
   (d)                  ...................................................................      7.6
314(a)                  ...................................................................   3.2; 11.2
   (b)                  ...................................................................      N.A.
   (c)(1)               ...................................................................     11.4
   (c)(2)               ...................................................................     11.4
   (c)(3)               ...................................................................      N.A.
   (d)                  ...................................................................      N.A.
   (e)                  ...................................................................     11.5
   (f)                  ...................................................................      3.10
315(a)                  ...................................................................      7.1
   (b)                  ...................................................................   7.5; 11.2
   (c)                  ...................................................................      7.1
   (d)                  ...................................................................      7.1
   (e)                  ...................................................................      6.11
316(a)(last sentence)   ...................................................................     11.6
   (a)(1)(A)            ...................................................................      6.5
   (a)(1)(B)            ...................................................................      6.4
   (a)(2)               ...................................................................      N.A.
   (b)                  ...................................................................      6.7
317(a)(1)               ...................................................................      6.8
   (a)(2)               ...................................................................      6.9
   (b)                  ...................................................................      2.4
318(a)                  ...................................................................     11.1
   N.A. means Not Applicable.
</TABLE>

----------

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

                                       -i-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                               <C>
ARTICLE I Definitions and Incorporation by Reference............................................................    1

         SECTION 1.1.   Definitions.............................................................................    1
         SECTION 1.2.   Incorporation by Reference of Trust Indenture Act.......................................   32
         SECTION 1.3.   Rules of Construction...................................................................   32

ARTICLE II The Notes............................................................................................   33

         SECTION 2.1.   Form, Dating and Terms..................................................................   33
         SECTION 2.2.   Execution and Authentication............................................................   42
         SECTION 2.3.   Registrar and Paying Agent..............................................................   43
         SECTION 2.4.   Paying Agent To Hold Money in Trust.....................................................   44
         SECTION 2.5.   Noteholder Lists........................................................................   44
         SECTION 2.6.   Transfer and Exchange...................................................................   44
         SECTION 2.7.   Form of Certificate to be Delivered in Connection with Transfers to
                          Institutional Accredited Investors ...................................................   47
         SECTION 2.8.   Form of Certificate to be Delivered in Connection with Transfers
                          Pursuant to Regulation S .............................................................   49
         SECTION 2.9.   Mutilated, Destroyed, Lost or Stolen Notes..............................................   50
         SECTION 2.10.  Outstanding Notes......................................................................    51
         SECTION 2.11.  Temporary Notes........................................................................    51
         SECTION 2.12.  Cancellation...........................................................................    52
         SECTION 2.13.  Payment of Interest; Defaulted Interest................................................    52
         SECTION 2.14.  Computation of Interest................................................................    53
         SECTION 2.15.  CUSIP Numbers..........................................................................    53

ARTICLE III Covenants...........................................................................................   54

         SECTION 3.1.   Payment of Notes........................................................................   54
         SECTION 3.2.   SEC Reports.............................................................................   54
         SECTION 3.3.   Limitation on Indebtedness..............................................................   55
         SECTION 3.4.   Limitation on Restricted Payments.......................................................   59
         SECTION 3.5.   Limitation on liens.....................................................................   65
         SECTION 3.6.   Limitation on Sale/Leaseback Transactions...............................................   65
         SECTION 3.7.   Limitation on Restrictions on Distributions from Restricted Subsidiaries................   65
         SECTION 3.8.   Limitation on Sales of Assets and Subsidiary Stock......................................   67
         SECTION 3.9.   Limitation on Transactions with Affiliates..............................................   70
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>                                                                                                               <C>
         SECTION 3.10.  Change of Control.......................................................................   71
         SECTION 3.11.  Future Subsidiary Guarantors............................................................   73
         SECTION 3.12.  Limitation on Lines of Business.........................................................   73
         SECTION 3.13.  Payments for Consent....................................................................   73
         SECTION 3.14.  Effectiveness of Covenants..............................................................   73
         SECTION 3.15.  Maintenance of Office or Agency.........................................................   74
         SECTION 3.16.  Money for Note Payments to Be Held in Trust.............................................   74
         SECTION 3.17.  Corporate Existence.....................................................................   75
         SECTION 3.18.  Payment of Taxes and Other Claims.......................................................   76
         SECTION 3.19.  Maintenance of Properties...............................................................   76
         SECTION 3.20.  Insurance...............................................................................   76
         SECTION 3.21.  Compliance with Laws....................................................................   76
         SECTION 3.22.  Compliance Certificate..................................................................   77
         SECTION 3.23.  Further Instruments and Acts............................................................   77
         SECTION 3.24.  Liquidated Damages Notices  ............................................................   77

ARTICLE IV Successor Company and Successor Guarantor............................................................   77

         SECTION 4.1.   Merger and Consolidation................................................................   77

ARTICLE V Redemption of Notes...................................................................................   79

         SECTION 5.1.   Optional Redemption.....................................................................   79
         SECTION 5.2.   Applicability of Article................................................................   79
         SECTION 5.3.   Election to Redeem; Notice to Trustee...................................................   79
         SECTION 5.4.   Selection by Trustee of Notes to Be Redeemed............................................   80
         SECTION 5.5.   Notice of Redemption....................................................................   80
         SECTION 5.6.   Deposit of Redemption Price.............................................................   81
         SECTION 5.7.   Notes Payable on Redemption Date........................................................   81
         SECTION 5.8.   Notes Redeemed in Part..................................................................   82

ARTICLE VI Defaults and Remedies................................................................................   82

         SECTION 6.1.   Events of Default.......................................................................   82
         SECTION 6.2.   Acceleration............................................................................   85
         SECTION 6.3.   Other Remedies..........................................................................   86
         SECTION 6.4.   Waiver of Past Defaults.................................................................   86
         SECTION 6.5.   Control by Majority.....................................................................   86
         SECTION 6.6.   Limitation on Suits.....................................................................   86
         SECTION 6.7.   Rights of Holders to Receive Payment....................................................   87
</Table>

                                      -ii-

<PAGE>
<Table>
<S>                    <C>                                                                                        <C>

         SECTION 6.8.   Collection Suit by Trustee..............................................................   87
         SECTION 6.9.   Trustee May File Proofs of Claim........................................................   87
         SECTION 6.10.  Priorities..............................................................................   87
         SECTION 6.11.  Undertaking for Costs...................................................................   88

ARTICLE VII Trustee.............................................................................................   88

         SECTION 7.1.   Duties of Trustee.......................................................................   88
         SECTION 7.2.   Rights of Trustee.......................................................................   89
         SECTION 7.3.   Individual Rights of Trustee............................................................   91
         SECTION 7.4.   Trustee's Disclaimer....................................................................   91
         SECTION 7.5.   Notice of Defaults......................................................................   91
         SECTION 7.6.   Reports by Trustee to Holders...........................................................   91
         SECTION 7.7.   Compensation and Indemnity..............................................................   92
         SECTION 7.8.   Replacement of Trustee..................................................................   92
         SECTION 7.9.   Successor Trustee by Merger.............................................................   93
         SECTION 7.10.  Eligibility; Disqualification...........................................................   94
         SECTION 7.11.  Preferential Collection of Claims Against Company.......................................   94

ARTICLE VIII Discharge of Indenture; Defeasance.................................................................   94

         SECTION 8.1.   Discharge of Liability on Notes; Defeasance.............................................   94
         SECTION 8.2.   Conditions to Defeasance................................................................   95
         SECTION 8.3.   Application of Trust Money..............................................................   97
         SECTION 8.4.   Repayment to Company....................................................................   97
         SECTION 8.5.   Indemnity for U.S. Government Obligations...............................................   97
         SECTION 8.6.   Reinstatement...........................................................................   97

ARTICLE IX Amendments...........................................................................................   98

         SECTION 9.1.   Without Consent of Holders..............................................................   98
         SECTION 9.2.   With Consent of Holders.................................................................   99
         SECTION 9.3.   Compliance with Trust Indenture Act.....................................................   99
         SECTION 9.4.   Revocation and Effect of Consents and Waivers...........................................  100
         SECTION 9.5.   Notation on or Exchange of Notes........................................................  100
         SECTION 9.6.   Trustee To Sign Amendments..............................................................  100

ARTICLE X Note Guarantees.......................................................................................  100

         SECTION 10.1.   Guarantees.............................................................................  100
         SECTION 10.2.   Limitation on Liability; Termination, Release and Discharge............................  102
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<S>                                                                                                               <C>
         SECTION 10.3.   Right of Contribution..................................................................  103
         SECTION 10.4.   No Subrogation.........................................................................  103

ARTICLE XI Miscellaneous........................................................................................  104

         SECTION 11.1.   Trust Indenture Act Controls...........................................................  104
         SECTION 11.2.   Notices................................................................................  104
         SECTION 11.3.   Communication by Holders with other Holders............................................  105
         SECTION 11.4.   Certificate and Opinion as to Conditions Precedent.....................................  105
         SECTION 11.5.   Statements Required in Certificate or Opinion..........................................  105
         SECTION 11.6.   When Notes Disregarded.................................................................  106
         SECTION 11.7.   Rules by Trustee, Paying Agent and Registrar...........................................  106
         SECTION 11.8.   Legal Holidays.........................................................................  106
         SECTION 11.9.   Governing Law..........................................................................  106
         SECTION 11.10.  No Recourse Against Others.............................................................  106
         SECTION 11.11.  Successors.............................................................................  107
         SECTION 11.12.  Multiple Originals.....................................................................  107
         SECTION 11.13.  Variable Provisions....................................................................  107
         SECTION 11.14.  Qualification of Indenture.............................................................  107
         SECTION 11.15.  Table of Contents; Headings............................................................  107
</TABLE>

                                    EXHIBITS

EXHIBIT A            Form of the Series A Note
EXHIBIT B            Form of the Series B Note
EXHIBIT C            Form of Indenture Supplement to Add Subsidiary Guarantors

                                      -iv-

<PAGE>

                  INDENTURE dated as of June 13, 2003 among R.J. Tower
Corporation, a Michigan corporation (the "Company"), Tower Automotive, Inc., a
Delaware corporation (the "Parent Guarantor"), the companies listed on the
signature pages hereto that are subsidiaries of the Company (the "Subsidiary
Guarantors" and together with the Parent Guarantor, the "Guarantors") and BNY
Midwest Trust Company, an Illinois trust company (the "Trustee").

                             Recitals Of The Company

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance of (i) the Company's 12% Senior
Notes, Series A, due 2013, issued on the Issue Date (the "Initial Notes") and
the guarantee thereof by the Guarantors, (ii) if and when issued, an unlimited
principal amount of additional 12% Senior Notes, Series A, due 2013 that may be
offered from time to time subsequent to the Issue Date in a non-registered
offering or 12% Senior Notes, Series B, due 2013 in a registered offering of the
Company that may be offered from time to time subsequent to the Issue Date (the
"Additional Notes") and the guarantee thereof by certain of the Company's
Subsidiaries and (iii) if and when issued, the Company's 12% Senior Notes,
Series B, due 2013 and the guarantees thereof by certain of the Company's
Subsidiaries that may be issued from time to time in exchange for Initial Notes
or Additional Notes pursuant to a Registration Rights Agreement (as hereinafter
defined the "Exchange Notes" and together with the Initial Notes and Additional
Notes, the "Notes"). $258,000,000 in aggregate principal amount of Notes shall
be initially issued on the date hereof.

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Notes:

                                    ARTICLE I

                   Definitions and Incorporation by Reference

                  SECTION 1.1. Definitions.

                  "6 3/4% Subordinated Debentures due June 18, 2018" means the 6
3/4% Subordinated Debentures due June 18, 2018 that represent the sole asset of
the trust that issued the Trust Preferred Securities (which defined term shall
be exclusive of amendments with the effect of increasing the interest rate
thereon).

                  "2000 Notes" means the Euro 150,00,000 aggregate principal
amount of 9.25% senior notes due 2010 issued by the Company and guaranteed by
the Parent and certain subsidiaries of the Company pursuant to the Indenture
dated as of July 25, 2000.

                  "Acquired Indebtedness" means Indebtedness (i) of a Person or
any of its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary or (ii) assumed in connection with the acquisition of assets from
such Person, in each case whether or not Incurred by such Person in connection
with, or in anticipation or contemplation of, such Person becoming a Restricted
Subsidiary of the Company or such acquisition. Acquired Indebtedness shall be
deemed to have been Incurred, with respect to clause (i) of the preceding
sentence, on the date

<PAGE>

                                                                               2

such Person becomes a Restricted Subsidiary and, with respect to clause (ii) of
the preceding sentence, on the date of consummation of such acquisition of
assets.

                  "Additional Assets" means (i) any property or assets (other
than Indebtedness and Capital Stock) to be used by the Company or a Restricted
Subsidiary in a Related Business; (ii) capital expenditures, or commitments to
make capital expenditures, by the Company or its Restricted Subsidiaries; (iii)
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 a Restricted
Subsidiary of the Company; or (iv) Capital Stock constituting a minority
interest in any Person that at such time is a Restricted Subsidiary of the
Company; provided, however, that, in the case of clauses (iii) and (iv), such
Restricted Subsidiary is primarily engaged in a Related Business.

                  "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;
provided that beneficial ownership of 10% or more of the Voting Stock of a
Person shall be deemed to be control.

                  "Asset Disposition" means any direct or indirect sale, lease
(other than an operating lease entered into in the ordinary course of business),
transfer, issuance or other disposition, or a series of related sales, leases,
transfers, issuances or dispositions that are part of a common plan, of shares
of Capital Stock of a Subsidiary (other than directors' qualifying shares),
property or other assets (each referred to for the purposes of this definition
as a "disposition") by the Company or any of its Restricted Subsidiaries,
including any disposition by means of a merger, consolidation or similar
transaction.

                  Notwithstanding the preceding, the following items shall not
be deemed to be Asset Dispositions: (i) a disposition by a Restricted Subsidiary
to the Company or by the Company or a Restricted Subsidiary to a Restricted
Subsidiary (other than a Receivables Entity); (ii) the sale of Cash Equivalents
in the ordinary course of business; (iii) a disposition of inventory in the
ordinary course of business; (iv) a disposition of obsolete or worn out
equipment or equipment that is no longer useful in the conduct of the business
of the Company and its Restricted Subsidiaries and that is disposed of in each
case in the ordinary course of business; (v) transactions permitted under
Article IV; (vi) an issuance of Capital Stock by a Restricted Subsidiary of the
Company to the Company or to a Wholly Owned Subsidiary (other than a Receivables
Entity); (vii) for purposes of Section 3.8 only, the making of a Permitted
Investment or a disposition subject to Section 3.4; (viii) sales of accounts
receivable and related assets or an interest therein of the type specified in
the definition of "Qualified Receivables Transaction" to or by a Receivables
Entity; (ix) dispositions of assets in a single transaction or series of related
transactions with an aggregate fair market value in any calendar year of less
than $10.0 million (with unused amounts in any calendar year being carried over
to the next succeeding calendar year subject to a maximum of $20.0 million in
such next succeeding fiscal year); (x) dispositions

<PAGE>

                                                                               3

in connection with Permitted Liens; (xi) dispositions of Investments or
receivables in connection with the compromise, settlement or collection thereof
in the ordinary course of business or in bankruptcy or similar proceedings and
exclusive of factoring or similar arrangements; (xii) the licensing or
sublicensing of intellectual property or other general intangibles and licenses,
leases or subleases of other property in the ordinary course of business which
do not materially interfere with the business of the Company and its Restricted
Subsidiaries; (xiii) foreclosure on assets; (xiv) any exchange of like property
pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, for
use in a Related Business; and (xv) any Sale/Leaseback Transaction with respect
to the construction of tooling and related equipment that is not in existence on
the Issue Date, in each case in the ordinary course of business consistent with
past practices, provided that any such Sale/Leaseback Transaction is entered
into within 180 days of completion of construction of such tooling and related
equipment.

                  "Attributable Indebtedness" 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 Notes, compounded semi-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). Such present value shall be
calculated using a discount rate equal to the rate of interest implicit in such
transaction determined in accordance with GAAP.

                  "Average Life" means, as of the date of determination, with
respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing (i) the sum of the products of the numbers of years from the date of
determination to the dates of each successive scheduled principal payment of
such Indebtedness or redemption or similar payment with respect to such
Preferred Stock multiplied by the amount of such payment by (ii) the sum of all
such payments.

                  "Board of Directors" means, as to any Person, the board of
directors of such Person or any duly authorized committee thereof.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of a company to have been duly adopted
by the Board of Directors of such company and to be in full force and effect on
the date of such certification, and delivered to the Trustee.

                  "Business Day" means each day that is not a Saturday, Sunday
or other day on which banking institutions in New York, New York or Chicago,
Illinois are authorized or required by law to close.

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

<PAGE>

                                                                               4

                  "Capitalized Lease Obligations" means an obligation that is
required to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation will be the capitalized amount of such obligation
at the time any determination thereof is to be made as determined in accordance
with GAAP, and the Stated Maturity thereof will be the date of the last payment
of rent or any other amount due under such lease prior to the first date such
lease may be terminated without penalty.

                  "Cash Equivalents" means: (i) U.S. dollars, pounds sterling,
euros, or, in the case of any Foreign Subsidiary, such local currencies and
Foreign Cash Investments held by it from time to time in the ordinary course of
business; (ii) securities issued or directly and fully guaranteed or insured by
the United States Government or any agency or instrumentality of the United
States (provided that the full faith and credit of the United States is pledged
in support thereof), having maturities of not more than one year from the date
of acquisition; (iii) marketable general obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof maturing within one year from the date of
acquisition of the United States (provided that the full faith and credit of the
United States is pledged in support thereof) and, at the time of acquisition,
having a credit rating of "A" or better from either Standard & Poor's Ratings
Services or Moody's Investors Service, Inc.; (iv) certificates of deposit, time
deposits, eurodollar time deposits, overnight bank deposits or bankers'
acceptances having maturities of not more than one year from the date of
acquisition thereof issued by any commercial bank the long-term debt of which is
rated at the time of acquisition thereof at least "A" or the equivalent thereof
by Standard & Poor's Ratings Services, or "A" or the equivalent thereof by
Moody's Investors Service, Inc., and having combined capital and surplus in
excess of $500 million; (v) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clauses (i), (ii)
and (iii) entered into with any bank meeting the qualifications specified in
clause (iii) above; (vi) commercial paper rated at the time of acquisition
thereof at least "A-2" or the equivalent thereof by Standard & Poor's Ratings
Services or "P-2" or the equivalent thereof by Moody's Investors Service, Inc.,
or carrying an equivalent rating by a nationally recognized rating agency, if
both of the two named rating agencies cease publishing ratings of investments,
and in any case maturing within one year after the date of acquisition thereof;
and (vii) interests in any investment company or money market fund which invests
95% or more of its assets in instruments of the type specified in clauses (i)
through (vi) above.

                  "Change of Control" means:

                  (1) any "person" or "group" of related persons (as such terms
are used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that such person or group shall be deemed to have "beneficial ownership"
of all shares that any such person or group has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 35% of the total voting power of the Voting
Stock of the Company or Parent (or their respective successors by merger,
consolidation or purchase of all or substantially all of their respective
assets) (for the purposes of this clause, such person or group shall be

<PAGE>

                                                                               5

deemed to beneficially own any Voting Stock of the Company or Parent held by a
parent entity, if such person or group "beneficially owns" (as defined above),
directly or indirectly, more than 35% of the voting power of the Voting Stock of
such parent entity (except the Parent's ownership of Capital Stock of the
Company shall be excluded); or

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

                  (3) the sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the assets of the Company or the
Parent and its Restricted Subsidiaries taken as a whole to any "person" (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act); or

                  (4) the adoption by the stockholders of the Company or the
Parent of a plan or proposal for the liquidation or dissolution of the Company
or the Parent; or

                  (5) the occurrence of a "Change of Control" under the
indenture relating to the 2000 Notes during the period such indenture remains in
effect.

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

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

                  "Commodity Agreement" means any forward contract, swap,
option, hedge or other similar financial agreement or arrangement designed to
protect against fluctuations in commodity prices.

                  "Common Stock" means with respect to any Person, any and all
shares, interest or other participations in, and other equivalents (however
designated and whether voting or nonvoting) of such Person's common stock
whether or not outstanding on the Issue Date, and includes, without limitation,
all series and classes of such common stock.

                  "Company" means R.J. Tower Corporation, until a successor
replaces it and, thereafter, means such successor.

                   "Consolidated Assets" means, as of any date of determination,
the sum of the amounts that would appear on a consolidated balance sheet of the
Company and its Restricted Subsidiaries as the total assets, with such assets to
be valued at book value.

                  "Consolidated Coverage Ratio" means as of any date of
determination, with respect to any Person, the ratio of (x) the aggregate amount
of Consolidated EBITDA of such Person for the period of the most recent four
consecutive fiscal quarters ending prior to the date of such determination for
which internal financial statements are available to (y) Consolidated Interest
Expense for such four fiscal quarters, provided, however, that:

<PAGE>

                                                                               6

                  (1)      if the Company or any Restricted Subsidiary:

                  (a)      has Incurred any Indebtedness since the beginning of
such period that remains outstanding on such date of determination or if the
transaction giving rise to the need to calculate the Consolidated Coverage Ratio
is an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest
Expense for such period will 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 (except that in making such computation, the amount of
Indebtedness under any revolving credit facility outstanding on the date of such
calculation will be deemed to be (i) the average daily balance of such
Indebtedness during such four fiscal quarters or such shorter period for which
such facility was outstanding or (ii) if such facility was created after the end
of such four fiscal quarters, the average daily balance of such Indebtedness
during the period from the date of creation of such facility to the date of such
calculation) and the discharge of any other Indebtedness repaid, repurchased,
defeased or otherwise discharged with the proceeds of such new Indebtedness as
if such discharge had occurred on the first day of such period; or

                  (b)      has repaid, repurchased, defeased or otherwise
discharged any Indebtedness since the beginning of the period that is no longer
outstanding on such date of determination or if the transaction giving rise to
the need to calculate the Consolidated Coverage Ratio involves a discharge of
Indebtedness (in each case other than Indebtedness Incurred under any revolving
credit facility unless such Indebtedness has been permanently repaid and the
related commitment terminated), Consolidated EBITDA and Consolidated Interest
Expense for such period will be calculated after giving effect on a pro forma
basis to such discharge of such Indebtedness, including with the proceeds of
such new Indebtedness, as if such discharge had occurred on the first day of
such period;

                  (2)      if since the beginning of such period the Company or
any Restricted Subsidiary will have made any Asset Disposition or disposed of
any company, division, operating unit, segment, business, group of related
assets or line of business or if the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio is such an Asset Disposition:

                  (a)      the Consolidated EBITDA for such period will be
reduced by an amount equal to the Consolidated EBITDA (if positive) directly
attributable to the assets which are the subject of such Asset Disposition for
such period or increased by an amount equal to the Consolidated EBITDA (if
negative) directly attributable thereto for such period; and

                  (b)      Consolidated Interest Expense for such period will 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);

<PAGE>

                                                                               7

                  (3)      if since the beginning of such period the Company or
any Restricted Subsidiary (by merger or otherwise) will have made an Investment
in any Restricted Subsidiary (or any Person which becomes a Restricted
Subsidiary or is merged with or into the Company) or an acquisition of assets,
including any acquisition of assets occurring in connection with a transaction
causing a calculation to be made hereunder, which constitutes all or
substantially all of a company, division, operating unit, segment, business,
group of related assets or line of business, Consolidated EBITDA and
Consolidated Interest Expense for such period will 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

                  (4)      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) will
have Incurred any Indebtedness or discharged any Indebtedness, made any Asset
Disposition or any Investment or acquisition of assets that would have required
an adjustment pursuant to clause (2) or (3) above if made by the Company or a
Restricted Subsidiary during such period, Consolidated EBITDA and Consolidated
Interest Expense for such period will be calculated after giving pro forma
effect thereto as if such Asset Disposition or Investment or acquisition of
assets occurred on the first day of such period.

                  For purposes of this definition, whenever pro forma effect is
to be given to any calculation under this definition, the pro forma calculations
will be determined in good faith by a responsible financial or accounting
officer of the Company (including pro forma expense and cost reductions
calculated on a basis consistent with Regulation S-X under the Securities Act).
If any Indebtedness bears a floating rate of interest and is being given pro
forma effect, the interest on such Indebtedness will 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). Interest on a Capitalized Lease Obligation shall be deemed to
accrue at an interest rate reasonably determined by a responsible financial or
accounting officer of the Company to be a rate of interest implicit in such
Capitalized Lease Obligation in accordance with GAAP. If any Indebtedness that
is being given pro forma effect bears an interest rate at the option of the
Company, the interest rate shall be calculated by applying such optional rate
chosen by the Company.

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

                  (1) Consolidated Interest Expense;

                  (2) Consolidated Income Taxes;

                  (3) consolidated depreciation expense;

<PAGE>

                                                                               8

                  (4) consolidated amortization expense or impairment charges
recorded in connection with the application of Financial Accounting Standard No.
142 "Goodwill and Other Intangibles";

                  (5) any non-recurring fees, expenses or charges related to any
offering of Capital Stock, Permitted Investment, acquisition or Indebtedness
permitted to be Incurred by this Indenture (in each case, whether or not
successful);

                  (6) other non-cash charges reducing Consolidated Net Income
(excluding any such non-cash charge to the extent it represents an accrual of or
reserve for cash charges in any future period or amortization of a prepaid cash
expense that was paid in a prior period not included in the calculation); and

                  (7) cash charges of up to $25.0 million in respect of
restructuring charges reflected as such on the consolidated statement of
operations of the Company (which cash charges shall only be included in
calculations of Consolidated EBITDA for the quarter such charge is incurred and
the succeeding three fiscal quarters).

                  Notwithstanding the preceding sentence, clauses (2) through
(7) relating to amounts of a Restricted Subsidiary of a Person will be added to
Consolidated Net Income to compute Consolidated EBITDA of such Person only to
the extent (and in the same proportion) that the net income (loss) of such
Restricted Subsidiary was included in calculating the Consolidated Net Income of
such Person and, to the extent the amounts set forth in clauses (2) through (7)
are in excess of those necessary to offset a net loss of such Restricted
Subsidiary or if such Restricted Subsidiary has net income for such period
included in Consolidated Net Income, 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 that
Restricted Subsidiary or its stockholders.

                  "Consolidated Foreign Assets" means, the book value of the
assets held by Foreign Subsidiaries, determined on a consolidated basis
exclusive of intercompany amounts attributable to transactions with the Company
and Restricted Subsidiaries.

                  "Consolidated Income Taxes" means, with respect to any Person
for any period, taxes imposed upon such Person or other payments required to be
made by such Person by any governmental authority which taxes or other payments
are calculated by reference to the income or profits of such Person or such
Person and its Restricted Subsidiaries (to the extent such income or profits
were included in computing Consolidated Net Income for such period), regardless
of whether such taxes or payments are required to be remitted to any
governmental authority.

<PAGE>

                                                                               9

                  "Consolidated Interest Expense" means, for any period, the
total interest expense of the Company and its consolidated Restricted
Subsidiaries, whether paid or accrued, plus, to the extent not included in such
interest expense:

                  (1)      interest expense attributable to Capitalized Lease
Obligations and the interest portion of rent expense associated with
Attributable Indebtedness in respect of the relevant lease giving rise thereto,
determined as if such lease were a capitalized lease in accordance with GAAP and
the interest component of any deferred payment obligations;

                  (2)      amortization of debt discount and debt issuance cost
(provided that any amortization of bond premium will be credited to reduce
Consolidated Interest Expense unless, pursuant to GAAP, such amortization of
bond premium has otherwise reduced Consolidated Interest Expense);

                  (3)      non-cash interest expense;

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

                  (5)      the interest expense on Indebtedness of another
Person that is Guaranteed by such Person or one of its Restricted Subsidiaries
or secured by a Lien on assets of such Person or one of its Restricted
Subsidiaries;

                  (6)      net costs associated with Hedging Obligations
(including amortization of fees); provided, however, that if Hedging Obligations
result in net benefits rather than costs, such benefits shall be credited to
reduce Consolidated Interest Expense unless, pursuant to GAAP, such net benefits
are otherwise reflected in Consolidated Net Income;

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

                  (8)      the product of (a) all dividends paid or payable, in
cash, Cash Equivalents or Indebtedness or accrued during such period (other than
accrued dividends payable solely in Capital Stock (other than Disqualified
Stock)) on any series of Disqualified Stock of such Person or on Preferred Stock
of its Restricted Subsidiaries payable to a party other than the Company or a
Wholly Owned Subsidiary, times (b) a fraction, the numerator of which is one and
the denominator of which is one minus the then current combined effective
federal, state, provincial and local statutory tax rate of such Person,
expressed as a decimal, in each case, on a consolidated basis and in accordance
with GAAP;

                  (9)      interest with respect to the Parent's 6-3/4%
Subordinated Debentures due June 18, 2018 and interest with respect to the
Convertible Subordinated Notes, in each case, which would have been accrued by
the Company if such instruments had been issued directly by the Company;

                  (10)     Receivable Fees; and

<PAGE>

                                                                              10

                  (11)     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.

         provided, however, that there will be excluded therefrom any such
interest expense of any Unrestricted Subsidiary to the extent the related
Indebtedness is not Guaranteed or paid by the Company or any Restricted
Subsidiary.

                  For purposes of the foregoing, total interest expense will be
determined (i) after giving effect to any net payments made or received by the
Company and its Subsidiaries with respect to Interest Rate Agreements and (ii)
exclusive of amounts classified as other comprehensive income in the balance
sheet of the Company. Notwithstanding anything to the contrary contained herein,
commissions, discounts, yield and other fees and charges Incurred in connection
with any transaction pursuant to which the Company or its Restricted
Subsidiaries may sell, convey or otherwise transfer or grant a security interest
in any accounts receivable or related assets shall be included in Consolidated
Interest Expense.

                  "Consolidated Net Income" means, for any period, the net
income (loss) of the Company and its consolidated Restricted Subsidiaries
determined in accordance with GAAP, less interest with respect to Parent's
6-3/4% Subordinated Debentures due June 18, 2018 and interest with respect to
the Convertible Subordinated Notes, in each case which would have been accrued
by the Company if such instruments had been issued directly by the Company;
provided, however, that there will not be included in such Consolidated Net
Income:

                  (1)      any net income (or loss) of any Person if such Person
is not a Restricted Subsidiary, except that:

                  (a)      subject to the limitations contained in clauses (3),
(4), (5) and (6) below, the Company's equity in the net income of any such
Person for such period will 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 to a
Restricted Subsidiary, to the limitations contained in clause (2) below);

                  (b)      with respect to calculations under Section 3.4 the
Company's equity in a net loss of any such Person for such period will be
excluded; and

                  (c)      with respect to calculations under Section 3.3, the
Company's equity in a net loss of any such Person for such period will be
included in determining Consolidated Net Income to the extent such loss has been
funded with cash from the Company or a Restricted Subsidiary;

                  (2)      any net income (but not loss) of any Restricted
Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or
indirectly, on the payment of dividends

<PAGE>

                                                                              11

or the making of distributions by such Restricted Subsidiary, directly or
indirectly, to the Company, except that:

                  (a)      subject to the limitations contained in clauses (3),
(4), (5) and (6) below, the Company's equity in the net income of any such
Restricted Subsidiary for such period will be included in such Consolidated Net
Income up to the aggregate amount of cash that could have been distributed or
was actually distributed by such Restricted Subsidiary during such period to the
Company or another Restricted Subsidiary as a dividend (subject, in the case of
a dividend 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 will be included in determining such
Consolidated Net Income;

                  (3)      any net after tax gain (loss) realized upon the sale
or other disposition of any property, plant or equipment of the Company or its
consolidated Restricted Subsidiaries (including pursuant to any Sale/Leaseback
Transaction) which is not sold or otherwise disposed of in the ordinary course
of business (less all fees and expenses relating thereto) and any net after tax
gain (loss) realized upon the sale or other disposition of any Capital Stock of
any Person (less all fees and expenses relating thereto);

                  (4)      any net after tax extraordinary gain or loss (less
all fees and expenses relating thereto);

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

                  (6)      net after-tax gains or losses on the disposal of
discontinued operations.

                  "Continuing Directors" means, as of any date of determination,
any member of the Board of Directors of the Company or Parent, as the case may
be who: (1) was a member of such Board of Directors on the date hereof; or (2)
was nominated for election of elected to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such
Board at the time of the relevant nomination or election.

                  "Convertible Subordinated Notes" means $200.0 million
aggregate principal amount of Parent's 5% Convertible Subordinated Notes due
August 1, 2004 issued pursuant to an indenture dated as of July 28, 1997, as the
same may be amended, supplemented or otherwise modified.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 2 North LaSalle Street, Suite
1020, Chicago, Illinois 60602, Attention: Corporate Trust Department, or such
other address as the Trustee may designate from time to time by notice to the
Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as such successor Trustee may designate
from time to time by notice to the Holders and the Company).

<PAGE>

                                                                              12

                  "Credit Facility" means, with respect to the Company, any
Subsidiary Guarantor or any Restricted Subsidiary that is a Foreign Subsidiary,
one or more debt facilities or indentures (including, without limitation, the
Senior Credit Agreement) or commercial paper facilities with banks or other
institutional lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from such lenders against such
receivables), working capital loans, swingline facilities, ancillary facilities,
advances, notes, debentures or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time (and whether or not with the original administrative
agent and lenders or another administrative agent or agents or other lenders and
whether provided under the original Senior Credit Agreement or any other credit
or other agreement or indenture).

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

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

                  "Defaulted Interest" shall have the meaning set forth in
Section 2.13.

                  "Definitive Notes" means certificated securities.

                  "Depositary" means The Depository Trust Company, its nominees
and their respective successors and assigns, or such other depository
institution hereinafter appointed by the Company.

                  "Disqualified Stock" means, with respect to any Person, any
Capital Stock of such Person which by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable) or upon the
happening of any event: (1) matures or is mandatorily redeemable pursuant to a
sinking fund obligation or otherwise; (2) is convertible or exchangeable for
Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible
or exchangeable solely at the option of the Company or a Restricted Subsidiary);
or (3) is redeemable at the option of the holder of the Capital Stock in whole
or in part,

in each case on or prior to the date that is 91 days after the earlier of the
date (a) of the Stated Maturity of the Notes or (b) on which there are no Notes
outstanding; provided, that only the portion of Capital Stock which so matures
or is mandatorily redeemable, is so convertible or exchangeable or is so
redeemable at the option of the holder thereof prior to such date will be deemed
to be Disqualified Stock, provided, further that any Capital Stock that would
constitute Disqualified Stock solely because the holders thereof have the right
to require the Company to repurchase such Capital Stock upon the occurrence of a
change of control or asset sale (each defined in a substantially identical
manner to the corresponding definitions in this Indenture) shall not constitute
Disqualified Stock if the terms of such Capital Stock (and all such securities
into which it is convertible or for which it is ratable or exchangeable) provide
that the Company

<PAGE>

                                                                              13

may not repurchase or redeem any such Capital Stock (and all such securities
into which it is convertible or for which it is ratable or exchangeable)
pursuant to such provision prior to compliance by the Company with the
provisions contained in Sections 3.8 and 3.10 of this Indenture and such
repurchase or redemption of such Notes complies with Section 3.4 of this
Indenture.

                  "Euroclear" means Euroclear Bank S.A./N.V. or any successor
securities clearing agency.

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

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

                  "Fair Market Value" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction.

                  "Fiscal Year" means the fiscal year of the Company ending on
December 31 of each year or such other fiscal year as may be determined by the
Company and the Board of Directors and of which the Trustee shall receive
written notice pursuant to Section 3.22 hereof.

                  "Foreign Cash Investments" means any Investment rated P-1 or
A-1 or better by Moody's Investors Service, Inc. or Standard & Poor's Ratings
Services, respectively, (i) in direct obligations issued by, or guaranteed by,
the government of a country that is a member of the Organization for Economic
Cooperation and Development (the "OECD") or any agency or instrumentality
thereof, provided that such obligations mature within 180 days of the date of
acquisition thereof, and (ii) in time deposits or negotiable certificates of
deposit or money market securities issued by any commercial banking institution
that is a member of an applicable central bank of a country that is a member of
the OECD having surplus of at least $500,000,000 in the aggregate at all times,
payable on demand or maturing within 180 days of the acquisition thereof;
provided that such time deposits, negotiable certificates of deposit and money
market securities are permitted under the Senior Credit Agreement.

                  "Foreign Subsidiary" means any Restricted Subsidiary 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: (i) the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants; (ii) and statements
and pronouncements of the Financial Accounting Standards Board; (iii) or in such
other statements by such other entity as approved by a significant segment of
the accounting profession; and (iv) the rules and regulations of the SEC
governing the inclusion of financial statements (including pro forma financial
statements) in periodic reports

<PAGE>

                                                                              14

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. All ratios and computations
based on GAAP contained in this Indenture will be computed in conformity with
GAAP.

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any other
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 other Person (whether arising
by virtue of partnership arrangements, or by agreement 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 purposes 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" will not include
endorsements for collection or deposit in the ordinary course of business. The
term "Guarantee" used as a verb has a corresponding meaning.

                  "Guarantors" means, collectively the Parent and the Subsidiary
Guarantors.

                  "Guarantor Subordinated Obligation" means, with respect to a
Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether
outstanding on the Issue Date or thereafter Incurred) which is expressly
subordinate in right of payment to the obligations of such Subsidiary Guarantor
under its Subsidiary Guarantee pursuant to a written agreement.

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

                  "Hidden Creek" means Hidden Creek Industries, a private
industrial management company.

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

                  "Incur" means issue, create, assume, Guarantee, incur or
otherwise become liable for; provided, however, that any Indebtedness or Capital
Stock of a Person existing at the time such Person becomes a Restricted
Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be
deemed to be Incurred by such Restricted Subsidiary at the time it becomes a
Restricted Subsidiary; and the terms "Incurred" and "Incurrence" have meanings
correlative to the foregoing.

<PAGE>

                                                                              15

                  "Indebtedness" means, with respect to any Person on any date
of determination (without duplication): (i) the principal of and premium (if
any) in respect of indebtedness of such Person for borrowed money; (ii) the
principal of and premium (if any) in respect of obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments; (iii) the
principal component of all obligations of such Person in respect of letters of
credit, bankers' acceptances or other similar instruments (including
reimbursement obligations with respect thereto except to the extent such
reimbursement obligations relates to a trade payable incurred in the ordinary
course of business and with terms customary for the industry); (iv) the
principal component of all obligations of such Person to pay the deferred and
unpaid purchase price of property (except Trade Payables), which purchase price
is due more than six months after the date of placing such property in service
or taking final delivery and title thereto; (v) Capitalized Lease Obligations
and Attributable Indebtedness of such Person; (vi) the principal component or
liquidation preference of all obligations of such Person with respect to the
redemption, repayment or other repurchase of any Disqualified Stock or, with
respect to any Subsidiary that is not a Subsidiary Guarantor, any Preferred
Stock (but excluding, in each case, any accrued dividends), (vii) the principal
component of all Indebtedness of other Persons secured by a Lien on any asset of
such Person, whether or not such Indebtedness is assumed by such Person;
provided, however, that the amount of Indebtedness of such Person will be the
lesser of (A) the Fair Market Value of such asset at such date of determination
and (B) the amount of such Indebtedness of such other Person; (viii) the
principal component of Indebtedness of other Persons to the extent Guaranteed by
such Person; and (ix) to the extent not otherwise included in this definition,
net obligations of such Person under Currency Agreements, Commodity Agreements
and Interest Rate Agreements (the amount of any such obligations to be equal at
any time to the termination value of such agreement or arrangement giving rise
to such obligation that would be payable by such Person at such time).

The amount of Indebtedness of any Person at any date will 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. Notwithstanding the
foregoing, money borrowed and set aside at the time of the Incurrence of any
Indebtedness in order to pre-fund the payment of interest on such Indebtedness
shall not be deemed to be "Indebtedness" provided that such money is held to
secure the payment of such interest.

                  In addition, "Indebtedness" of any Person shall include
Indebtedness described in the preceding paragraph that would not appear as a
liability on the balance sheet of such Person if:

                  (1)      such Indebtedness is the obligation of a partnership
or joint venture that is not a Restricted Subsidiary (a "Joint Venture");

                  (2)      such Person or a Restricted Subsidiary of such Person
is a general partner of the Joint Venture (a "General Partner"); and

<PAGE>

                                                                              16

                  (3)      there is recourse, by contract or operation of law,
with respect to the payment of such Indebtedness to property or assets of such
Person or a Restricted Subsidiary of such Person; and then such Indebtedness
shall be included in an amount not to exceed:

                  (a)      the lesser of (i) the net assets of the General
Partner and (ii) the amount of such obligations to the extent that there is
recourse, by contract or operation of law, to the property or assets of such
Person or a Restricted Subsidiary of such Person; or

                  (b)      if less than the amount determined pursuant to clause
(a) immediately above, the actual amount of such Indebtedness that is recourse
to such Person or a Restricted Subsidiary of such Person, if the Indebtedness is
evidenced by a writing and is for a determinable amount and the related interest
expense shall be included in Consolidated Interest Expense to the extent
actually paid by the Company or its Restricted Subsidiaries.

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

                  "Interest Rate Agreement" means with respect to any Person any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement as to which such Person is party or a
beneficiary.

                  "Investment" means with respect to any Person, all investments
by such Person in other Persons (including Affiliates) in the form of any direct
or indirect advance, loan (other than advances or extensions of credit to
customers or landlords in the ordinary course of business) or other extensions
of credit (including by way of Guarantee or similar arrangement, but excluding
any debt or extension of credit represented by a bank deposit other than a time
deposit) 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 and all other items that are or
would be classified as investments on a balance sheet prepared in accordance
with GAAP; provided that none of the following will be deemed to be an
Investment:

         (1)      Hedging Obligations entered into in the ordinary course of
                  business and in compliance with the Indenture;

         (2)      endorsements of negotiable instruments and documents in the
                  ordinary course of business; and

         (3)      an acquisition of assets, Capital Stock or other securities by
                  the Company or a Subsidiary for consideration to the extent
                  such consideration consists of Capital Stock (other than
                  Disqualified Stock) of the Company or the Parent.

                  For purposes of the definition of "Unrestricted Subsidiary"
and Section 3.4, (i) "Investment" will include the portion (proportionate to the
Company's equity interest in such

<PAGE>

                                                                              17

Subsidiary) of the fair market value of the net assets of such Subsidiary 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 will be deemed to continue to have a permanent
"Investment" in an Unrestricted Subsidiary in 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 (as
conclusively determined by the Board of Directors of the Company in good faith)
of such Subsidiary at the time that such Subsidiary is so re-designated a
Restricted Subsidiary; and (ii) any property transferred to or from an
Unrestricted Subsidiary will 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 of the Company.

                  "Investment Grade Status" shall occur when the Notes receive a
rating of "BBB-"or higher from S&P and a rating of "Baa3" or higher from Moody's
with at least a stable outlook.

                  "Issue Date" means June 13, 2003.

                  "Legal Holiday" has the meaning ascribed to it in Section
11.8.

                  "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).

                  "Moody's" means Moody's Investors Service, Inc. or any
successor thereto.

                  "Net Available Cash" from an Asset Disposition means cash
payments received (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise
and net 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 the properties or assets that are
the subject of such Asset Disposition or received in any other non-cash form)
therefrom, in each case net of:

         (1)      all legal, accounting, investment banking, title and recording
                  tax expenses, commissions and other fees and expenses
                  Incurred, and all federal, state, provincial, foreign and
                  local taxes required to be paid or accrued as a liability
                  under GAAP (after taking into account any available tax
                  credits or deductions and any tax sharing agreements), 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;

<PAGE>

                                                                              18

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

         (4)      the deduction of appropriate amounts to be provided by the
                  seller as a reserve, in accordance with GAAP, against any
                  liabilities associated with the assets disposed of in such
                  Asset Disposition and retained by the Company or any
                  Restricted Subsidiary after such Asset Disposition.

                  "Net Cash Proceeds," with respect to any issuance or sale of
Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
listing fees, discounts or commissions and brokerage, consultant and other fees
and charges actually Incurred in connection with such issuance or sale and net
of taxes paid or payable as a result of such issuance or sale (after taking into
account any available tax credit or deductions and any tax sharing
arrangements).

                  "Non-Recourse Debt" means Indebtedness of a Person:

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

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

         (3)      the explicit terms of which provide there is no recourse
                  against any of the assets of the Company or its Restricted
                  Subsidiaries, except that Standard Securitization Undertakings
                  shall not be considered recourse.

                  "Notes" means the Notes issued under this Indenture.

                  "Notes Custodian" means the custodian with respect to the
Global Note (as appointed by the Depositary), or any successor Person thereto
and shall initially be the Trustee.

                  "Note Guarantees" means, collectively, the Parent Guarantee
and the Subsidiary Guarantees.

                  "Note Register" means the register of Notes, maintained by the
Trustee, pursuant to Section 2.3.

<PAGE>

                                                                              19

                  "Officer" means the Chief Executive Officer, the President,
the Chief Financial Officer, any Vice President, the Treasurer, the Secretary or
an Assistant Secretary of the Company. Officer of any Subsidiary Guarantor has a
correlative meaning.

                  "Officers' Certificate" means a certificate signed by two
Officers or by an Officer and either an Assistant Treasurer or an Assistant
Secretary of the Company.

                  "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.

                  "Parent" means Tower Automotive, Inc. and any successor or
assignee thereof.

                  "Parent Guarantee" means the Guarantee of payment of the Notes
by the Parent pursuant to the Indenture.

                  "Pari Passu Indebtedness" means Indebtedness that ranks
equally in right of payment to the Notes.

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

         (1)      the Company, a Restricted Subsidiary (other than a Receivables
                  Entity) or a Person which will, upon the making of such
                  Investment, become a Restricted Subsidiary (other than a
                  Receivables Entity); 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 (other than a Receivables Entity);
                  provided, however, that such Person's primary business is a
                  Related Business;

         (3)      cash and Cash Equivalents;

         (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;

         (6)      loans or advances to employees (other than executive officers)
                  made in the ordinary course of business consistent with past
                  practices of the Company or such

<PAGE>

                                                                              20

                  Restricted Subsidiary but in any event not to exceed $5.0
                  million in the aggregate at any one time with respect to all
                  loans or advances since the Issue Date;

         (7)      any Investment 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 each case, 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;

         (8)      Investments made as a result of the receipt of non-cash
                  consideration from an Asset Disposition that was made pursuant
                  to and in compliance with Section 3.8 or from the disposition
                  of assets not constituting an Asset Disposition;

         (9)      Investments in existence on the Issue Date;

         (10)     Currency Agreements, Interest Rate Agreements, Commodity
                  Agreements and related Hedging Obligations, which transactions
                  or obligations are Incurred in compliance with Section 3.3;

         (11)     Investments by the Company or any of its Restricted
                  Subsidiaries, together with all other Investments pursuant to
                  this clause (11), in an aggregate amount at the time of such
                  Investment not to exceed 5.0% of Consolidated Assets (with the
                  Fair Market Value of such Investment being measured at the
                  time made and without giving effect to subsequent changes in
                  value); provided, however, that if an Investment pursuant to
                  this clause (11) is made in any Person that is not a
                  Restricted Subsidiary of the Company at the date of the making
                  of the Investment and such Person becomes a Restricted
                  Subsidiary after such date, such Investment shall thereafter
                  be deemed to have been made pursuant to clause (1) above, and
                  shall cease to have been made pursuant to this clause (11);

         (12)     Guarantees issued in accordance with Section 3.3;

         (13)     Investments by the Company or a Restricted Subsidiary in a
                  Receivables Entity or any Investment by a Receivables Entity
                  in any other Person, in each case, in connection with a
                  Qualified Receivables Transaction, provided, however, that any
                  Investment in any such Person is in the form of a Purchase
                  Money Note, or any equity interest or interests in Receivables
                  and related assets generated by the Company or a Restricted
                  Subsidiary and transferred to any Person in connection with a
                  Qualified Receivables Transaction or any such Person owning
                  such Receivables; and

<PAGE>

                                                                              21

         (14)     Investments by the Company or a Restricted Subsidiary using
                  the Net Cash Proceeds from the sale or other disposition of
                  Investments in Unrestricted Subsidiaries in existence on the
                  Issue Date.

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

         (1)      Liens securing Indebtedness and other obligations under the
                  Senior Credit Agreement and related Hedging Obligations and
                  Liens on assets of Restricted Subsidiaries securing Guarantees
                  of Indebtedness and other obligations of the Company under the
                  Senior Credit Agreement permitted to be Incurred under this
                  Indenture;

         (2)      pledges or deposits by such Person under workmen'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 or 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
                  or customs duties or for the payment of rent, in each case
                  Incurred in the ordinary course of business;

         (3)      Liens imposed by law, including carriers', warehousemen's and
                  mechanics' Liens, in each case for sums not yet due or being
                  contested in good faith by appropriate proceedings if a
                  reserve or other appropriate provisions, if any, as shall be
                  required by GAAP shall have been made in respect thereof 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 proceeding for review;

         (4)      Liens for taxes, assessments or other governmental charges not
                  yet subject to penalties for non-payment or which are being
                  contested in good faith by appropriate proceedings provided
                  appropriate reserves required pursuant to GAAP have been made
                  in respect thereof;

         (5)      Liens in favor of issuers of surety or performance bonds or
                  bid bonds with respect to other regulatory requirements or
                  letters of credit or bankers' acceptances 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;

         (6)      minor survey exceptions, encumbrances, ground leases,
                  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,
                  building codes or other restrictions (including, without
                  limitation, minor defects or irregularities in title and
                  similar encumbrances) as to the use of real properties or
                  liens incidental to the conduct of the business of such Person
                  or to the ownership of its properties which

<PAGE>

                                                                              22

                  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;

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

         (8)      leases, licenses, subleases and sublicenses of assets
                  (including, without limitation, real property and intellectual
                  property rights) which do not materially interfere with the
                  ordinary conduct of the business of the Company or any of its
                  Restricted Subsidiaries;

         (9)      Liens for the purpose of securing Indebtedness permitted to be
                  Incurred pursuant to clause (7) of Section 3.3; provided that:

                  (a)      the aggregate principal amount of Indebtedness
                           secured by such Liens is otherwise permitted to be
                           Incurred under the Indenture and does not exceed the
                           cost of the assets or property so acquired or
                           constructed; and

                  (b)      such Liens are created within 180 days of
                           construction or acquisition of such assets or
                           property and do not encumber any other assets or
                           property of the Company or any Restricted Subsidiary
                           other than such assets or property and assets affixed
                           or appurtenant thereto;

         (10)     Liens arising solely by virtue of any statutory or common law
                  provisions relating to banker's Liens, rights of set-off or
                  similar rights and remedies as to deposit accounts or other
                  funds maintained with a depositary institution; provided 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;

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

         (12)     Liens existing on the Issue Date (other than Liens relating to
                  the Senior Credit Agreement);

         (13)     Liens on property or shares of stock of a Person at the time
                  such Person becomes a Restricted Subsidiary; provided,
                  however, that such Liens are not created, Incurred or assumed
                  in connection with, or in contemplation of, such other Person
                  becoming a Restricted Subsidiary; provided further, however,
                  that any such Lien

<PAGE>

                                                                              23

                  may not extend to any other property owned by the Company or
                  any Restricted Subsidiary;

         (14)     Liens on property at the time the Company or a Restricted
                  Subsidiary acquired the property, including any acquisition by
                  means of a merger or consolidation with or into the Company or
                  any Restricted Subsidiary; provided, however, that such Liens
                  are not created, Incurred or assumed in connection with, or in
                  contemplation of, such acquisition; provided further, however,
                  that such Liens may not extend to any other property owned by
                  the Company or any Restricted Subsidiary;

         (15)     Liens securing Indebtedness or other obligations of a
                  Restricted Subsidiary owing to the Company or another
                  Restricted Subsidiary (other than a Receivables Entity);

         (16)     Liens securing the Notes and Subsidiary Guarantees;

         (17)     Liens securing Refinancing Indebtedness Incurred to refinance
                  Indebtedness that was previously so secured, provided that any
                  such Lien is limited to all or part of the same property or
                  assets (plus improvements, accessions, proceeds or dividends
                  or distributions in respect thereof) that secured (or, under
                  the written arrangements under which the original Lien arose,
                  could secure) the Indebtedness being refinanced or is in
                  respect of property that is the security for a Permitted Lien
                  hereunder;

         (18)     any interest or title of a lessor under any Capitalized Lease
                  Obligation or operating lease;

         (19)     Liens on assets transferred to a Receivables Entity or on
                  assets of a Receivables Entity, in either case Incurred in
                  connection with a Qualified Receivables Transaction;

         (20)     Liens securing Indebtedness (other than Subordinated
                  Obligations and Guarantor Subordinated Obligations) permitted
                  to be incurred pursuant to clauses (5) and (14) of the second
                  paragraph of Section 3.3; and

         (21)     Liens on property of the Company or any Restricted Subsidiary
                  that are the subject of a Sale/Leaseback Transaction securing
                  Attributable Indebtedness Incurred in connection with such
                  Sale/Leaseback Transaction; provided that the Net Available
                  Cash from such Sale/Leaseback Transaction are applied in
                  accordance with Section 3.8.

         Notwithstanding the foregoing, a Lien with respect to the 2000 Notes or
the related indenture and guarantees shall not be deemed a Permitted Lien
hereunder.

<PAGE>

                                                                              24

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

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

                  "Public Equity Offering" means a public offering for cash by
the Company of its Common Stock, or options, warrants or rights with respect to
its Common Stock made pursuant to a registration statement that has been
declared effective by the SEC, other than public offerings with respect to the
Company's Common Stock, or options, warrants or rights, registered on Form S-4
or S-8.

                  "Purchase Money Note" means a promissory note of a Receivables
Entity evidencing the deferred purchase price of Receivables (and related
assets) and/or a line or credit, which may be irrevocable, from the Company or
any Restricted Subsidiary of the Company in connection with a Qualified
Receivables Transaction with a Receivables Entity, which deferred purchase price
or line is repayable from cash available to the Receivables Entity, other than
amounts required to be established as reserves pursuant to agreements, amounts
paid to investors in respect of interest, principal and other amounts owing to
such investors and amounts owing to such investors and amounts paid in
connection with the purchase of newly generated Receivables.

                  "QIB" means any "qualified institutional buyer" (as defined in
Rule 144A under the Securities Act).

                  "Qualified Receivables Transaction" means any transaction or
series of transactions that may be entered into by the Company or any of its
Restricted Subsidiaries pursuant to which the Company or any of its Restricted
Subsidiaries may sell, convey or otherwise transfer to (1) a Receivables Entity
(in the case of a transfer by the Company or any of its Restricted Subsidiaries)
and (2) any other Person (in the case of a transfer by a Receivables Entity), or
may grant a security interest in, any Receivables (whether now existing or
arising in the future) of the Company or any of its Restricted Subsidiaries, and
any assets related thereto including, without limitation, all collateral
securing such Receivables, all contracts and all guarantees or other obligations
in respect of such accounts receivable, the proceeds of such Receivables and
other assets which are customarily transferred, or in respect of which security
interests are customarily granted, in connection with asset securitization or
transactions involving Receivables.

                  "Receivable" means a right to receive payment arising from a
sale or lease of goods or the performance of services by a Person pursuant to an
arrangement with another Person pursuant to which such other Person is obligated
to pay for goods or services under terms

<PAGE>

                                                                              25

that permit the purchase of such goods and services on credit and shall include,
in any event, any items of property that would be classified as an "account,"
"chattel paper," "payment intangible" or "instrument" under the Uniform
Commercial Code as in effect in the State of New York and any "supporting
obligations" as so defined.

                  "Receivables Entity" means a Wholly Owned Subsidiary of the
Company (or another Person in which the Company or any Restricted Subsidiary of
the Company makes an Investment and to which the Company or any Restricted
Subsidiary of the Company transfers Receivables and related assets) which
engages in no activities other than in connection with the financing of
Receivables and which is designated by the Board of Directors of the Company (as
provided below) as a Receivables Entity:

                  (1)      no portion of the Indebtedness or any other
obligations (contingent or otherwise) of which:

                  (a)      is guaranteed by the Company or any Restricted
         Subsidiary of the Company (excluding guarantees of obligations (other
         than the principal of, and interest on, Indebtedness) pursuant to
         Standard Securitization Undertakings);

                  (b)      is recourse to or obligates the Company or any
         Restricted Subsidiary of the Company in any way other than pursuant to
         Standard Securitization Undertakings; or

                  (c)      subjects any property or asset of the Company or any
         Restricted Subsidiary of the Company, directly or indirectly,
         contingently or otherwise, to the satisfaction thereof, other than
         pursuant to Standard Securitization Undertakings;

                  (2)      with which neither the Company nor any Restricted
Subsidiary of the Company has any material contract, agreement, arrangement or
understanding (except in connection with a Purchase Money Note or Qualified
Receivables Transaction) other than on terms no less favorable to the Company or
such Restricted Subsidiary than those that might be obtained at the time from
Persons that are not Affiliates of the Company, other than fees payable in the
ordinary course of business in connection with servicing Receivables; and

                  (3)      to which neither the Company nor any Restricted
Subsidiary of the Company has any obligation to maintain or preserve such
entity's financial condition or cause such entity to achieve certain levels of
operating results.

                  Any such designation by the Board of Directors of the Company
shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the resolution of the Board of Directors of the Company giving effect to such
designation and an Officers' Certificate certifying, to the best of such
Officer's knowledge and belief, that such designation complied with the
foregoing conditions.

                  "Receivables Fees" means any fees or interest paid to
purchasers or lenders providing the financing in connection with a Qualified
Receivables Transaction, factoring

<PAGE>

                                                                              26

agreement or other similar agreement, including any such amounts paid by
discounting the face amount of Receivables or participations therein transferred
in connection with a Qualified Receivables Transaction, factoring agreement or
other similar arrangement, regardless of whether any such transaction is
structured as on-balance sheet or off- balance sheet or through a Restricted
Subsidiary or an Unrestricted Subsidiary.

                  "Refinancing Indebtedness" means Indebtedness that is Incurred
to refund, refinance, replace, exchange, renew, repay or extend (including
pursuant to any defeasance or discharge mechanism) (collectively, "refinance,"
"refinances," and "refinanced" shall have a correlative meaning) any
Indebtedness of the Company or any Restricted Subsidiary existing on the Issue
Date or Incurred in compliance with the Indenture (including Indebtedness of the
Company that refinances Indebtedness of any Restricted Subsidiary and
Indebtedness of any Restricted Subsidiary that refinances Indebtedness of
another Restricted Subsidiary) including Indebtedness that refinances
Refinancing Indebtedness, provided, however, that:

                  (1)      (a) if the Stated Maturity of the Indebtedness being
refinanced is earlier than the Stated Maturity of the Notes, the Refinancing
Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the
Indebtedness being refinanced or (b) if the Stated Maturity of the Indebtedness
being refinanced is later than the Stated Maturity of the Notes, the Refinancing
Indebtedness has a Stated Maturity at least 91 days later than the Stated
Maturity of the Notes;

                  (2)      the 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 is Incurred in an
aggregate principal amount (or if issued with original issue discount, an
aggregate issue price) that is equal to or less than the sum of the aggregate
principal amount (or if issued with original issue discount, the aggregate
accreted value) then outstanding of the Indebtedness being refinanced (plus,
without duplication, any additional Indebtedness Incurred to pay interest or
premiums required by the instruments governing such existing Indebtedness and
fees and expenses Incurred in connection therewith); and

                  (4)      if the Indebtedness being refinanced is subordinated
in right of payment to the Notes or the Subsidiary Guarantee, such Refinancing
Indebtedness is subordinated in right of payment to the Notes or the Subsidiary
Guarantee on terms at least as favorable to the Holders of the Notes as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded.

                  "Registration Rights Agreement" means that certain
registration rights agreement dated as of the date of the Indenture by and among
the Company, Parent, the Subsidiary Guarantors and the initial purchasers set
forth therein and with respect to any Additional Notes, one or more
substantially similar registration rights agreements between the Company and the
other parties thereto, as such agreement(s) may be amended, from time to time.

<PAGE>

                                                                              27

                  "Related Business" means any business which is the same as or
related, complementary or ancillary to any of the businesses of the Company and
its Restricted Subsidiaries on the Issue Date.

                  "Representative" means any trustee, agent or representative
(if any) of an issue of Indebtedness; provided that when used in connection with
the Senior Credit Agreement, the term "Representative" shall refer to the
administrative agent under the Senior Credit Agreement.

                  "Responsible Officer" shall mean, when used with respect to
the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

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

                  "Restricted Period" means, in relation to the Initial Notes,
the 40 consecutive days beginning on and including the later of (A) the day on
which the Initial Notes are offered to persons other than distributors (as
defined in Regulation S under the Securities Act) and (B) the Issue Date and, in
relation to any Additional Notes that are Restricted Notes, it means the
comparable period of 40 consecutive days.

                  "Restricted Note" means a Note that constitutes a "restricted
security" within the meaning of Rule 144(a)(3) under the Securities Act;
provided, however, that the Trustee shall be entitled to request and
conclusively rely on an opinion of counsel with respect to whether any Note
constitutes a Restricted Note.

                  "Restricted Note Legend" means the Private Placement Legend
set forth in clause (A) of Section 2.1(d) or the Regulation S Legend set forth
in clause (B) of Section 2.1(d), as applicable.

                  "Restricted Subsidiary" means any Subsidiary of the Company
other than an Unrestricted Subsidiary.

                  "S&P" shall mean Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., or any successor thereto.

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

                  "SEC" means the United States Securities and Exchange
Commission.

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

<PAGE>

                                                                              28

                  "Senior Credit Agreement" means the Senior Credit Facility
dated as of July 25, 2000, among the Company, certain subsidiaries of the
Company, Bank of America, N.A. as Administrative Agent, the JPMorgan Chase Bank
as Syndication Agent and the lenders parties thereto from time to time, as the
same may be amended, restated, modified, renewed, refunded, replaced or
refinanced in whole or in part from time to time (including increasing the
amount loaned thereunder provided that such additional Indebtedness is Incurred
in accordance with Section 3.3; provided that a Senior Credit Agreement shall
not include Indebtedness issued, created or Incurred pursuant to a registered
offering of securities under the Securities Act or a private placement of
securities (including under Rule 144A or Regulation S) pursuant to an exemption
from the registration requirements of the Securities Act.

                  "Shelf Registration Statement" shall have the meaning set
forth in the Registration Rights Agreement.

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

                  "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Restricted Subsidiary of the Company which are reasonably customary in
securitization of Receivables transactions.

                  "Stated Maturity" means, with respect to any security, the
date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision, but shall not include any contingent obligations
to repay, redeem or repurchase any such principal prior to the date originally
scheduled for the payment thereof.

                  "Subordinated Obligation" means any Indebtedness of the
Company (whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Notes pursuant to a written
agreement.

                  "Subsidiary" of any Person means (a) any corporation,
association or other business entity (other than a partnership, joint venture,
limited liability company or similar entity) of which more than 50% of the total
ordinary voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof (or persons performing similar functions) or (b) any
partnership, joint venture, limited liability company or similar entity of which
more than 50% of the capital accounts, distribution rights, total equity and
voting interests or general or limited partnership interests, as applicable, is,
in the case of clauses (a) and (b), 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. Unless otherwise
specified herein, each reference to a Subsidiary will refer to a Subsidiary of
the Company.

<PAGE>

                                                                              29

                  "Subsidiary Guarantee" means, individually, any Guarantee of
payment of the Notes by a Subsidiary Guarantor pursuant to the terms of the
Indenture and any supplemental indenture thereto, and, collectively, all such
Guarantees. Each such Subsidiary Guarantee will be executed and delivered
pursuant to the terms of this Indenture and any supplemental indenture
(including pursuant to Exhibit C).

                  "Subsidiary Guarantor" means any Subsidiary of the Company
that issues or has issued a Subsidiary Guarantee.

                  "Successor Company" shall have the meaning assigned thereto in
clause (i) of Section 4.1.

                  "Successor Guarantor" shall have the meaning assigned thereto
in Section 4.1.

                  "TIA" or "Trust Indenture Act" means the Trust Indenture Act
of 1939 (15 U.S.C. Sections 77aaa-77bbbb), as in effect from time to time.

                  "Trade Payables" means, with respect to any Person, any
accounts payable or any indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such Person arising in the ordinary course of
business in connection with the acquisition of goods or services.

                  "Trust Preferred Securities" means the 6-3/4% Trust Preferred
Securities issued by Tower Automotive Capital Trust, a statutory business trust
created by the Parent, on June 9, 1998.

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

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

                  "Unrestricted Subsidiary" means:

                  (1)      Seojin Industrial Company Limited and its
Subsidiaries;

                  (2)      any Subsidiary of the Company that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of
Directors of the Company in the manner provided below; and

                  (3)      any Subsidiary of an Unrestricted Subsidiary.

                  The Board of Directors of the Company may designate any
Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary or a Person becoming a Subsidiary through merger or consolidation or
Investment therein) to be an Unrestricted Subsidiary only if:

<PAGE>

                                                                              30

                  (1)      such Subsidiary or any of its Subsidiaries does not
own any Capital Stock or Indebtedness of or have any Investment in, or own or
hold any Lien on any property of, any other Subsidiary of the Company which is
not a Subsidiary of the Subsidiary to be so designated or otherwise an
Unrestricted Subsidiary;

                  (2)      all the Indebtedness of such Subsidiary and its
Subsidiaries shall, at the date of designation, and will at all times
thereafter, consist of Non-Recourse Debt;

                  (3)      such designation and the Investment of the Company in
such Subsidiary complies with Section 3.4;

                  (4)      such Subsidiary, either alone or in the aggregate
with all other Unrestricted Subsidiaries, does not operate, directly or
indirectly, all or substantially all of the business of the Company and its
Subsidiaries;

                  (5)      such Subsidiary is a Person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or
indirect obligation:

                  (a)      to subscribe for additional Capital Stock of such
Person; or

                  (b)      to maintain or preserve such Person's financial
condition or to cause such Person to achieve any specified levels of operating
results; and

                  (6)      on the date such Subsidiary is designated an
Unrestricted Subsidiary, such Subsidiary is not a party to any agreement,
contract, arrangement or understanding with the Company or any Restricted
Subsidiary with terms substantially less favorable to the Company than those
that might have been obtained from Persons who are not Affiliates of the
Company.

                  Any such designation by the Board of Directors of the Company
shall be evidenced to the Trustee by filing with the Trustee a resolution of the
Board of Directors of the Company giving effect to such designation and an
Officers' Certificate certifying that such designation complies with the
foregoing conditions. If, at any time, any Unrestricted Subsidiary would fail to
meet the foregoing requirements as an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture
and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of
such date.

                  The Board of Directors of the Company may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately
after giving effect to such designation, no Default or Event of Default shall
have occurred and be continuing or would occur as a consequence thereof and the
Company could Incur at least $1.00 of additional Indebtedness under the first
paragraph of Section 3.3 on a pro forma basis taking into account such
designation.

                  "U.S. Government Obligations" means securities that are (a)
direct obligations of the United States of America for the timely payment of
which its full faith and credit is pledged or (b) obligations of a Person
controlled or supervised by and acting as an agency or

<PAGE>

                                                                              31

instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation of the United
States of America, which, in either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a depositary receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian
with respect to any such U.S. Government Obligations or a specific payment of
principal of or interest on any such U.S. Government Obligations held by such
custodian for the account of the holder of such depositary receipt; provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the U.S. Government
Obligations or the specific payment of principal of or interest on the U.S.
Government Obligations evidenced by such depositary receipt.

                   "Voting Stock" of a corporation means all classes of Capital
Stock of such corporation then outstanding and normally entitled to vote in the
election of directors.

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

                  Other Definitions.

<TABLE>
<CAPTION>
                                                                                            Defined in
                    Term                                                                     Section
                    ----                                                                    ---------
<S>                                                                                         <C>
"Additional Notes" ................................................................          Recitals
"Additional Restricted Notes" .....................................................             2.1(b)
"Affiliate Transaction"............................................................             3.9
"Agent Members"....................................................................             2.1(e)
"Asset Disposition Offer"..........................................................             3.8
"Asset Disposition Offer Amount"...................................................             3.8
"Asset Disposition Offer Period"...................................................             3.8
"Asset Disposition Purchase Date"..................................................             3.8
"Authenticating Agent".............................................................             2.2
"Bankruptcy Law"...................................................................             6.1
"Change of Control Offer" .........................................................            3.10
"Change of Control Payment" .......................................................            3.10
"Change of Control Payment Date" ..................................................            3.10
"Company Order" ...................................................................             2.2
"covenant defeasance option".......................................................             8.1(b)
"Custodian"........................................................................             6.1
"Event of Default".................................................................             6.1
"Exchange Notes" ..................................................................          Recitals
"Excess Proceeds" .................................................................             3.8
"Global Notes".....................................................................             2.1(b)
"IAI" .............................................................................             2.1(b)
"Initial Notes" ...................................................................          Recitals
</TABLE>

<PAGE>

                                                                              32
<TABLE>
<S>                                                                                         <C>
"Institutional Accredited Investor Global Note" ...................................              2.1(b)
"Institutional Accredited Investor Notes" .........................................              2.1(b)
"legal defeasance option"..........................................................              8.1(b)
"Pari Passu Notes".................................................................              3.8
"Paying Agent".....................................................................              2.3
"Purchase Agreement"...............................................................              2.1(b)
"Private Placement Legend" ........................................................              2.1(d)
"Registrar"........................................................................              2.3
"Regulation S".....................................................................              2.1(b)
"Regulation S Global Note".........................................................              2.1(b)
"Regulation S Legend" .............................................................              2.1(d)
"Regulation S Notes"...............................................................              2.1(b)
"Resale Restriction Termination Date"..............................................              2.6(a)
"Restricted Payment"...............................................................              3.4
"Rule 144A Global Note"............................................................              2.1(b)
"Rule 144A Note"...................................................................              2.1(b)
"Notes" ................................................................................      Recitals
"Series B Global Note" .................................................................         2.1(b)
"Special Interest Payment Date" ........................................................        2.13(a)
"Special Record Date" ..................................................................        2.13(a)
"Suspended Covenants" ..................................................................        3.14
</TABLE>

                  SECTION 1.2. 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 notes" means the Notes.

                  "indenture security holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

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

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

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

                  SECTION 1.3. Rules of Construction. Unless the context
otherwise requires:

<PAGE>

                                                                              33

                  (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; and

                  (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.

                                   ARTICLE II

                                    The Notes

                  SECTION 2.1. Form, Dating and Terms. (a) The aggregate
principal amount of Notes that may be authenticated and delivered under this
Indenture is unlimited. The Initial Notes issued on the date hereof will be in
an aggregate principal amount of $258,000,000. In addition, the Company may
issue, from time to time in accordance with the provisions of this Indenture,
including, without limitation, Section 3.3(a) hereof, Additional Notes and
Exchange Notes. Furthermore, Notes may be authenticated and delivered upon
registration or transfer, or in lieu of, other Notes pursuant to Section 2.6,
2.9, 2.11 or 9.5 or in connection with an Offer pursuant to Section 3.8 or a
Change of Control Offer pursuant to Section 3.10.

                  The Initial Notes shall be known and designated as "12% Senior
Notes, Series A, due 2013" of the Company. Additional Notes issued as Restricted
Notes shall be known and designated as "12% Senior Notes, Series A, due 2013" of
the Company. Additional Notes issued other than as Restricted Notes shall be
known and designated as "12% Senior Notes, Series B, due 2013" of the Company,
and Exchange Notes shall be known and designated as "12% Senior Notes, Series B,
due 2013" of the Company.

<PAGE>

                                                                              34

                  With respect to any Additional Notes, the Company shall set
forth in (a) a Board Resolution and (b)(i) an Officers' Certificate or (ii) one
or more indentures supplemental hereto, the following information:

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

                  (ii) the issue price and the issue date of such Additional
         Notes; and

                  (iii) whether such Additional Notes shall be Restricted Notes
         issued in the form of Exhibit A hereto and/or shall be issued in the
         form of Exhibit B hereto.

                  The Initial Notes, the Additional Notes and the Exchange Notes
shall be considered collectively as a single class for all purposes of this
Indenture. Holders of the Initial Notes, the Additional Notes and the Exchange
Notes will vote and consent together on all matters to which such Holders are
entitled to vote or consent as one class, and none of the Holders of the Initial
Notes, the Additional Notes or the Exchange Notes shall have the right to vote
or consent as a separate class on any matter to which such Holders are entitled
to vote or consent.

                  (b) The Initial Notes are being offered and sold by the
Company pursuant to a Purchase Agreement, dated June 6, 2003, among the Company,
the Guarantors, J.P. Morgan Securities Inc., Banc of America Securities LLP and
the other initial purchasers named therein (the "Purchase Agreement"). The
Initial Notes and any Additional Notes (if issued as Restricted Notes)
("Additional Restricted Notes") will be resold initially only to (A) QIBs and
(B) Persons other than U.S. Persons (as defined in Regulations S under the
Securities Act ("Regulation S")) in reliance on Regulation S. Such Initial Notes
and Additional Restricted Notes may thereafter be transferred to among others,
QIBs, purchasers in reliance on Regulation S and institutional "accredited
investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities
Act) who are not QIBs ("IAIs") in accordance with Rule 501 of the Securities Act
in accordance with the procedure described herein. Additional Notes offered
after the date hereof may be offered and sold by the Company from time to time
pursuant to one or more purchase agreements in accordance with applicable law.

                  Initial Notes and Additional Restricted Notes offered and sold
to QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A
Notes") shall be issued in the form of a permanent global Note substantially in
the form of Exhibit A, which is hereby incorporated by reference and made a part
of this Indenture including appropriate legends as set forth in Section 2.1(d)
(the "Rule 144A Global Note"), deposited with the Trustee, as custodian for the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The Rule 144A Global Note may be represented by more than
one certificate, if so required by the Depositary's rules regarding the maximum
principal amount to be represented by a single certificate. The aggregate
principal amount of the Rule 144A Global Note may from time to time be increased
or decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

<PAGE>

                                                                              35

                  Initial Notes and any Additional Restricted Notes offered and
sold outside the United States of America (the "Regulation S Notes") in reliance
on Regulation S shall initially be issued in the form of a permanent global Note
substantially in the form of Exhibit A including appropriate legends as set
forth in Section 2.1(d) (the "Regulation S Global Note"). The Regulation S Note
will be deposited upon issuance with, or on behalf of, the Trustee, as custodian
for the Depositary in the manner described in this Article II for credit to the
respective accounts of the purchasers (or to such other accounts as they may
direct) at Euroclear or Clearstream. During the Restricted Period, interests in
the Regulation S Global Note may only be held through Euroclear or Clearstream
(as indirect participants in the Depositary) unless exchanged for interests in a
Global Note in accordance with the transfer and certification requirements
described herein.

                  Investors may hold their interests in the Regulation S Global
Note directly through Euroclear or Clearstream, if they are participants in such
systems, or indirectly through organizations which are participants in such
systems. After the expiration of the Restricted Period (but not earlier),
investors may also hold such interests through organizations other than
Euroclear or Clearstream that are participants in the Depositary's system.
Euroclear and Clearstream will hold such interests in the Regulation S Global
Note through the Depositary on behalf of their participants through customers'
securities accounts in their respective names on the books of their respective
depositaries. Such depositaries, in turn, will hold such interests in the
applicable Regulation S Global Note in customers' securities accounts in the
depositaries' names on the books of the Depositary. The Regulation S Global Note
may be represented by more than one certificate, if so required by the
Depositary's rules regarding the maximum principal amount to be represented by a
single certificate. The aggregate principal amount of the Regulation S Global
Note may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depositary or its nominee, as
hereinafter provided.

                  Initial Notes and any Additional Restricted Notes resold to
IAIs (the "Institutional Accredited Investor Notes") in the United States of
America shall be issued in the form of a permanent global Note substantially in
the form of Exhibit A including appropriate legends as set forth in Section
2.1(d) (the "Institutional Accredited Investor Global Note") deposited with the
Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The Institutional
Accredited Investor Global Note may be represented by more than one certificate,
if so required by the Depositary's rules regarding the maximum principal amount
to be represented by a single certificate. The aggregate principal amount of the
Institutional Accredited Investor Global Note may from time to time be increased
or decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

                  Exchange Notes exchanged for interests in the Rule 144A Note,
the Regulation S Note and the Institutional Accredited Investor Note, as the
case may be, will be issued in the form of a permanent global Note substantially
in the form of Exhibit B hereto, which is hereby incorporated by reference and
made a part of this Indenture, deposited with the Trustee as hereinafter
provided, including the appropriate legend set forth in Section 2.1(d) hereof
(the

<PAGE>

                                                                              36

"Exchange Global Note"). The Exchange Global Note may be represented by more
than one certificate, if so required by the Depositary's rules regarding the
maximum principal amount to be represented by a single certificate.

                  Any Additional Notes issued other than as Restricted Notes
will be issued in the form of one or more permanent global Notes substantially
in the form of Exhibit B (each, a "Series B Global Note") deposited with the
Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. A Series B Global Note may
be represented by more than one certificate, if so required by the Depositary's
rules regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of the Series B Global Notes may
from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.

                  The Rule 144A Global Note, the Regulation S Global Note, the
Institutional Accredited Investor Global Note, the Exchange Global Note, and the
Series B Global Notes are sometimes collectively herein referred to as the
"Global Notes."

                  The principal of (and premium, if any) and interest on the
Notes shall be payable at the office or agency of the Company maintained for
such purpose in The City of New York, or at such other office or agency of the
Company as may be maintained for such purpose pursuant to Section 2.3; provided,
however, that, at the option of the Company, each installment of interest may be
paid by (i) check mailed to addresses of the Persons entitled thereto as such
addresses shall appear on the Note Register or (ii) wire transfer or to an
account located in the United States maintained by the payee. Payments in
respect of Notes represented by a Global Note (including principal, premium and
interest) will be made by wire transfer of immediately available funds to the
accounts specified by the Depositary. Payments in respect of Notes represented
by Definitive Notes (including principal, premium, if any, and interest) held by
a Holder of at least $1,000,000 aggregate principal amount of Notes represented
by Definitive Notes 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 15 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).

                  The Exchange Notes shall be in the form of Exhibit B. The
Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage, in addition to those set forth on Exhibits A and B and
in Section 2.1(d). The Company and the Trustee shall approve the forms of the
Notes and any notation, endorsement or legend on them. Each Note shall be dated
the date of its authentication. The terms of the Notes set forth in Exhibit A
and Exhibit B are part of the terms of this Indenture and, to the extent
applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to be bound by such terms.

<PAGE>
                                                                              37

                  (c) Denominations. The Notes shall be issuable only in fully
registered form, without coupons, and only in denominations of $1,000 and any
integral multiple thereof.

                  (d) Restrictive Legends. Unless and until (i) an Initial Note
or an Additional Note issued as a Restricted Note is sold under an effective
registration statement or (ii) an Initial Note or an Additional Note issued as a
Restricted Note is exchanged for an Exchange Note in connection with an
effective registration statement, in each case pursuant to the Registration
Rights Agreement, (A) such Rule 144A Global Note and the Institutional
Accredited Investor Global Note shall bear the following legend (the "Private
Placement Legend") on the face thereof:

         "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
         STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
         PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
         PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
         REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
         TO, SUCH REGISTRATION.

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN
         BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
         SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR
         TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE
         DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF
         THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
         SECURITY) (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (A) TO THE
         COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
         DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
         SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
         SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
         INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
         THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
         INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
         MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
         OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
         UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
         WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
         SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR
         FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH
         CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF
         SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A

<PAGE>

                                                                              38

         VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN
         VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
         SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH
         OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSES (D), (E) OR (F) TO
         REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
         OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (ii) IN THE CASE OF
         THE FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER IN THE FORM
         APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED
         BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE
         REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

         BY ITS ACQUISITION OF THIS SECURITY THE HOLDER THEREOF WILL BE DEEMED
         TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE
         ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS SECURITY
         CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO
         TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
         AMENDED ("ERISA"), OF PLANS, INDIVIDUAL RETIREMENT ACCOUNTS OR OTHER
         ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL
         REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR PROVISIONS UNDER ANY
         FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE
         SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAWS"), OR OF
         AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE "PLAN
         ASSETS" OF SUCH PLANS, ACCOUNTS OR ARRANGEMENTS, OR (II) THE PURCHASE
         AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT
         PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
         THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS."

                  (B) the Regulation S Global Note shall bear the following
legend (the "Regulation S Legend") on the face thereof:

         "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
         OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
         BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
         BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A
         U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND
         IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE
         WITH REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), (2) BY ITS
         ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER

<PAGE>

                                                                              39

         SUCH SECURITY, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE
         ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR
         ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
         PREDECESSOR OF SUCH SECURITY) (THE "RESALE RESTRICTION TERMINATION
         DATE"), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
         STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
         (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
         RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES
         IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
         A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
         TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
         AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
         REGULATION S, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
         MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT
         THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT
         OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
         TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF
         $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER
         OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
         SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
         THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
         COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
         TRANSFER (i) PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY
         OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
         SATISFACTORY TO EACH OF THEM AND (ii) IN THE CASE OF THE FOREGOING
         CLAUSE (E), A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
         OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
         TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED
         AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A)
         THE DAY ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN
         DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE DATE OF THE
         CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS "OFFSHORE
         TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN
         TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

         BY ITS ACQUISITION OF THIS SECURITY THE HOLDER THEREOF WILL BE DEEMED
         TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE
         ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD

<PAGE>

                                                                              40

         THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT
         IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY
         ACT OF 1974, AS AMENDED ("ERISA"), OF PLANS, INDIVIDUAL RETIREMENT
         ACCOUNTS OR OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE
         U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR
         PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR
         REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE
         ("SIMILAR LAWS"), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE
         CONSIDERED TO INCLUDE "PLAN ASSETS" OF SUCH PLANS, ACCOUNTS OR
         ARRANGEMENTS, OR (II) THE PURCHASE AND HOLDING OF THIS SECURITY WILL
         NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
         ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY
         APPLICABLE SIMILAR LAWS."

                  (C) The Global Notes, whether or not an Initial Note, shall
bear the following legend on the face thereof:

         "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW
         YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
         TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
         IN THE NAME OF CEDE & CO. OR IN 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 DTC, 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."

                  (e) Book-Entry Provisions. (i) This Section 2.1(e) shall apply
only to Global Notes deposited with the Trustee, as custodian for the
Depositary.

                  (ii) Each Global Note initially shall (x) be registered in the
name of the Depositary for such Global Note or the nominee of such Depositary,
(y) be delivered to the Trustee as custodian for such Depositary and (z) bear
legends as set forth in Section 2.1(d).

<PAGE>

                                                                              41

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

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

                  (v) In connection with any transfer of a portion of the
beneficial interest in a Global Note pursuant to subsection (f) of this Section
2.1 to beneficial owners who are required to hold Definitive Notes, the Trustee
shall reflect on its books and records the date and a decrease in the principal
amount of such Global Note in an amount equal to the principal amount of the
beneficial interest in the Global Note to be transferred, and the Company shall
execute, and the Trustee shall authenticate and deliver, one or more Definitive
Notes of like tenor and amount.

                  (vi) In connection with the transfer of an entire Global Note
to beneficial owners pursuant to subsection (e) of this Section, such Global
Note shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depositary in exchange for its beneficial
interest in such Global Note, an equal aggregate principal amount of Definitive
Notes of authorized denominations.

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

                  (f) Definitive Notes. Except as provided below, owners of
beneficial interests in Global Notes will not be entitled to receive Definitive
Notes. If required to do so pursuant to any applicable law or regulation,
beneficial owners may obtain Definitive Notes in exchange for their beneficial
interests in a Global Note upon written request in accordance with the
Depositary's and the Registrar's procedures. In addition, Definitive Notes shall
be transferred to all beneficial owners in exchange for their beneficial
interests in a Global Note if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as depositary for such Global Note or the
Depositary ceases to be a clearing agency registered under the Exchange Act, at
a time when the

<PAGE>

                                                                              42

Depositary is required to be so registered in order to act as Depositary, and in
each case a successor depositary is not appointed by the Company within 90 days
of such notice or, (ii) the Company executes and delivers to the Trustee and
Registrar an Officers' Certificate stating that such Global Note shall be so
exchangeable or (iii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depositary.

                  (g) Any Definitive Note delivered in exchange for an interest
in a Global Note pursuant to Section 2.1(e)(iv) or (v) shall, except as
otherwise provided by paragraph (c) of Section 2.6, bear the applicable legend
regarding transfer restrictions applicable to the Definitive Note set forth in
Section 2.1(d).

                  (h) In connection with the exchange of a portion of a
Definitive Note for a beneficial interest in a Global Note, the Trustee shall
cancel such Definitive Note, and the Company shall execute, and the Trustee
shall authenticate and deliver, to the transferring Holder a new Definitive Note
representing the principal amount not so transferred.

                  SECTION 2.2. Execution and Authentication. Two Officers shall
sign the Notes for the Company by manual or facsimile signature. If an Officer
whose signature is on a Note no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless.

                  A Note shall not be valid until an authorized signatory of the
Trustee manually authenticates the Note. The signature of the Trustee on a Note
shall be conclusive evidence that such Note has been duly and validly
authenticated and issued under this Indenture. A Note shall be dated the date of
its authentication.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Trustee shall authenticate and make available
for delivery: (1) Initial Notes for original issue on the Issue Date in an
aggregate principal amount of $258,000,000, (2) subject to the terms of this
Indenture Additional Notes for original issue in an unlimited principal amount
and (3) Exchange Notes for issue only in an Exchange Offer pursuant to a
Registration Rights Agreement or upon resale under an effective Shelf
Registration Statement, and only in exchange for Initial Notes or Additional
Notes, as the case may be, of an equal principal amount, 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 (the "Company
Order"). Such Company Order shall specify the amount of the Notes to be
authenticated and the date on which the original issue of Notes is to be
authenticated and whether the Notes are to be Initial Notes, Additional Notes or
Exchange Notes.

                  The Trustee may appoint an agent (the "Authenticating Agent")
reasonably acceptable to the Company to authenticate the Notes. Unless limited
by the terms of such appointment, any such Authenticating Agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.

<PAGE>

                                                                              43

                  In case the Company or any Subsidiary Guarantor (if any),
pursuant to Article IV or Section 10.2 shall be consolidated or merged with or
into any other Person or shall convey, transfer, lease or otherwise dispose of
its properties and assets substantially as an entirety to any Person, and the
successor Person resulting from such consolidation, or surviving such merger, or
into which the Company or such Subsidiary Guarantor shall have been merged, or
the Person which shall have received a conveyance, transfer, lease or other
disposition as aforesaid, shall have executed an indenture supplemental hereto
with the Trustee pursuant to Article IV, any of the Notes authenticated or
delivered prior to such consolidation, merger, conveyance, transfer, lease or
other disposition may, from time to time, at the request of the successor
Person, be exchanged for other Notes executed in the name of the successor
Person with such changes in phraseology and form as may be appropriate, but
otherwise in substance of like tenor as the Notes surrendered for such exchange
and of like principal amount; and the Trustee, upon Company Order of the
successor Person, shall authenticate and deliver Notes as specified in such
order for the purpose of such exchange. If Notes shall at any time be
authenticated and delivered in any new name of a successor Person pursuant to
this Section 2.2 in exchange or substitution for or upon registration of
transfer of any Notes, such successor Person, at the option of the Holders but
without expense to them, shall provide for the exchange of all Notes at the time
outstanding for Notes authenticated and delivered in such new name.

                  SECTION 2.3. Registrar and Paying Agent. The Company shall
maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (the "Registrar") and an office or agency where Notes
may be presented for payment (the "Paying Agent"). The Company shall cause each
of the Registrar and the Paying Agent to maintain an office or agency in the
Borough of Manhattan, The City of New York. The Registrar shall keep a register
of the Notes and of their transfer and exchange (the "Note Register"). 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 and the
term "Registrar" includes any co-registrar.

                  The Company shall enter into an appropriate agency agreement
with any Registrar or Paying Agent 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 in writing of the name and address of each 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 7.7.
The Company or any of its domestically incorporated Wholly Owned Subsidiaries
may act as Paying Agent, Registrar or transfer agent.

                  The Company initially appoints the Trustee as Registrar and
Paying Agent for the Notes. The Company may remove any Registrar or Paying Agent
upon written notice to such Registrar or Paying Agent and to the Trustee;
provided, however, that no such removal shall become effective until (i)
acceptance of any appointment by a successor as evidenced by an appropriate
agreement entered into by the Company and such successor Registrar or Paying
Agent, as the case may be, and delivered to the Trustee or (ii) notification to
the Trustee that the Trustee shall serve as Registrar or Paying Agent until the
appointment of a successor in

<PAGE>

                                                                              44

accordance with clause (i) above. The Registrar or Paying Agent may resign at
any time upon written notice to the Company and the Trustee.

                  SECTION 2.4. Paying Agent To Hold Money in Trust. By at least
10:00 a.m. (New York City time) on the date on which any principal of or
interest on any Note is due and payable, the Company shall deposit with the
Paying Agent a sum sufficient in immediately available funds to pay such
principal or interest when due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that such Paying Agent shall hold
in trust for the benefit of Noteholders or the Trustee all money held by such
Paying Agent for the payment of principal of or interest on the Notes and shall
notify the Trustee in writing of any default by the Company or any Subsidiary
Guarantor 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
(other than the Trustee) to pay all money held by it to the Trustee and to
account for any funds disbursed by such Paying Agent. Upon complying with this
Section, the Paying Agent (if other than the Company or a Subsidiary) shall have
no further liability for the money delivered to the Trustee. Upon any
bankruptcy, reorganization or similar proceeding with respect to the Company,
the Trustee shall serve as Paying Agent for the Notes.

                  SECTION 2.5. Noteholder Lists. The Trustee shall preserve in
as current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Noteholders and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar or to the extent otherwise
required under the TIA, the Company, on its own behalf and on behalf of each
Guarantor, shall furnish to the Trustee, in writing at least seven Business Days
before each interest payment date and at such other times as the Trustee may
request in writing within 15 days, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of Noteholders and
the Company shall otherwise comply with TIA Section 312(a).

                  SECTION 2.6. Transfer and Exchange.

                  (a) The following provisions shall apply with respect to any
proposed transfer of a Rule 144A Note or an Institutional Accredited Investor
Note prior to the date which is two years after the later of the date of its
original issue and the last date on which the Company or any Affiliate of the
Company was the owner of such Notes (or any predecessor thereto) (the "Resale
Restriction Termination Date"):

                  (i) a transfer of a Rule 144A Note or an Institutional
         Accredited Investor Note or a beneficial interest therein to a QIB
         shall be made upon the representation of the transferee in the form as
         set forth on the reverse of the Note that it is purchasing the Note for
         its own account or an account with respect to which it exercises sole
         investment discretion and that it and any such account is a "qualified
         institutional buyer" within the meaning of Rule 144A, and is aware that
         the sale to it is being made in reliance on Rule 144A and acknowledges
         that it has received such information regarding the Company as it has
         requested pursuant to Rule 144A or has determined not to request such

<PAGE>

                                                                              45

         information and that it is aware that the transferor is relying upon
         its foregoing representations in order to claim the exemption from
         registration provided by Rule 144A;

                  (ii) a transfer of a Rule 144A Note or an Institutional
         Accredited Investor Note or a beneficial interest therein to an IAI
         shall be made upon receipt by the Trustee or its agent of a certificate
         substantially in the form set forth in Section 2.7 hereof from the
         proposed transferee and, if requested by the Company or the Trustee,
         the delivery of an opinion of counsel, certification and/or other
         information satisfactory to each of them; and

                  (iii) a transfer of a Rule 144A Note or an Institutional
         Accredited Investor Note or a beneficial interest therein to a Non-U.S.
         Person shall be made upon receipt by the Trustee or its agent of a
         certificate substantially in the form set forth in Section 2.8 hereof
         from the proposed transferee and, if requested by the Company or the
         Trustee, the delivery of an opinion of counsel, certification and/or
         other information satisfactory to each of them.

                  (b) The following provisions shall apply with respect to any
proposed transfer of a Regulation S Note prior to the expiration of the
Restricted Period:

                  (i) a transfer of a Regulation S Note or a beneficial interest
         therein to a QIB shall be made upon the representation of the
         transferee, in the form of assignment on the reverse of the
         certificate, that it is purchasing the Note for its own account or an
         account with respect to which it exercises sole investment discretion
         and that it and any such account is a "qualified institutional buyer"
         within the meaning of Rule 144A, and is aware that the sale to it is
         being made in reliance on Rule 144A and acknowledges that it has
         received such information regarding the Company as 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
         its foregoing representations in order to claim the exemption from
         registration provided by Rule 144A;

                  (ii) a transfer of a Regulation S Note or a beneficial
         interest therein to an IAI shall be made upon receipt by the Trustee or
         its agent of a certificate substantially in the form set forth in
         Section 2.7 hereof from the proposed transferee and, if requested by
         the Company or the Trustee, the delivery of an opinion of counsel,
         certification and/or other information satisfactory to each of them;
         and

                  (iii) a transfer of a Regulation S Note or a beneficial
         interest therein to a Non-U.S. Person shall be made upon receipt by the
         Trustee or its agent of a certificate substantially in the form set
         forth in Section 2.8 hereof from the proposed transferee and, if
         requested by the Company or the Trustee, receipt by the Trustee or its
         agent of an opinion of counsel, certification and/or other information
         satisfactory to each of them.

<PAGE>

                                                                              46

                  After the expiration of the Restricted Period, interests in
the Regulation S Note may be transferred in accordance with applicable law
without requiring the certification set forth in Section 2.8 or any additional
certification.

                  (c) Restricted Notes Legend. Upon the transfer, exchange or
replacement of Notes not bearing a Restricted Notes Legend, the Registrar shall
deliver Notes that do not bear a Restricted Notes Legend. Upon the transfer,
exchange or replacement of Notes bearing a Restricted Notes Legend, the
Registrar shall deliver only Notes that bear such Restricted Notes Legend unless
(i) Initial Notes are being exchanged for Exchange Notes in a Exchange Offer in
which case the Exchange Notes shall not bear a Restricted Notes Legend, (ii) an
Initial Note is being transferred pursuant to an effective registration
statement or (iii) there is delivered to the Registrar an Opinion of Counsel to
the effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act. Any Additional Notes sold in a registered offering shall not be required to
bear the Restricted Notes Legend.

                  (d) The Registrar shall retain copies of all letters, notices
and other written communications received pursuant to Section 2.1 or this
Section 2.6. The Company shall have the right to inspect and make copies of all
such letters, notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Registrar.

                  (e) Obligations with Respect to Transfers and Exchanges of
Notes.

                  (i) To permit registrations of transfers and exchanges, the
         Company shall, subject to the other terms and conditions of this
         Article II, execute and the Trustee shall authenticate Definitive Notes
         and Global Notes at the Registrar's request.

                  (ii) No service charge shall be made to a Holder 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 charges
         payable upon exchange or transfer pursuant to Sections 3.10 or 9.5).

                  (iii) The Registrar shall not be required to register the
         transfer of or exchange of any Note for a period beginning (1) 15
         Business Days before the mailing of a notice of an offer to repurchase
         Notes and ending at the close of business on the day of such mailing or
         (2) 15 Business Days before an interest payment date and ending on such
         interest payment date.

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

<PAGE>

                                                                              47

                  (v) All Notes 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 Notes
         surrendered upon such transfer or exchange.

                  (f) No Obligation of the Trustee. (i) The Trustee shall have
no responsibility or obligation to any beneficial owner of a Global Note, a
member of, or a participant in, the Depositary or other Person with respect to
the accuracy of the records of the Depositary or its nominee or of any
participant or member thereof, with respect to any ownership interest in the
Notes or with respect to the delivery to any participant, member, beneficial
owner or other Person (other than the Depositary) of any notice or the payment
of any amount or delivery of any Notes (or other security or property) under or
with respect to such Notes. All notices and communications to be given to the
Holders and all payments to be made to Holders in respect of the Notes shall be
given or made only to or upon the order of the registered Holders (which shall
be the Depositary or its nominee in the case of a Global Note). The rights of
beneficial owners in any Global Note shall be exercised only through the
Depositary subject to the applicable rules and procedures of the Depositary. The
Trustee may rely and shall be fully protected in relying upon information
furnished by the Depositary 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 Note (including any transfers between or among Depositary
participants, members or beneficial owners in any Global Note) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

                  SECTION 2.7. Form of Certificate to be Delivered in Connection
with Transfers to Institutional Accredited Investors.

                                            [Date]

R.J. Tower Corporation
c/o BNY Midwest Trust Company
2 N. LaSalle Street
Suite 1020
Chicago, IL 60602

Attention:  Corporate Trust Department

Dear Sirs:

                  This certificate is delivered to request a transfer of $
principal amount of the 12% Senior Notes due 2013 (the "Notes") of R.J. Tower
Corporation (the "Company").

<PAGE>

                                                                              48

                  Upon transfer, the Notes would be registered in the name of
the new beneficial owner as follows:

                  Name: ________________________________________________________

                  Address: _____________________________________________________

                  Taxpayer ID Number: __________________________________________

                  The undersigned represents and warrants to you that:

                  1.       We are an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as
amended (the "Securities Act")) purchasing for our own account or for the
account of such an institutional "accredited investor" at least $250,000
principal amount of the Notes, and we are acquiring the Notes not with a view
to, or for offer or sale in connection with, any distribution in violation of
the Securities Act. We have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risk of our
investment in the Notes and we invest in or purchase securities similar to the
Notes in the normal course of our business. We and any accounts for which we are
acting are each able to bear the economic risk of our or its investment.

                  2.       We understand that the Notes have not been registered
under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing Notes to offer, sell or
otherwise transfer such Notes prior to the date that is two years after the
later of the date of original issue and the last date on which the Company or
any affiliate of the Company was the owner of such Notes (or any predecessor
thereto) (the "Resale Restriction Termination Date") only (a) to the Company,
(b) pursuant to a registration statement which has been declared effective under
the Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act ("Rule 144A"), to a person we reasonably believe
is a qualified institutional buyer under Rule 144A (a "QIB") that purchases for
its own account or for the account of a QIB and to whom notice is given that the
transfer is being made in reliance on Rule 144A, (d) pursuant to offers and
sales that occur outside the United States within the meaning of Regulation S
under the Securities Act, (e) to an institutional "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is
purchasing for its own account or for the account of such an institutional
"accredited investor," in each case in a minimum principal amount of Notes of
$250,000 or (f) pursuant to any other available exemption from the registration
requirements of the Securities Act, subject in each of the foregoing cases to
any requirement of law that the disposition of our property or the property of
such investor account or accounts be at all times within our or their control
and in compliance with any applicable state securities laws. The foregoing
restrictions on resale will not apply subsequent to the Resale Restriction
Termination Date. If any resale or other transfer of the Notes is proposed to be
made pursuant to clause (e) above prior to the Resale Restriction Termination
Date, the transferor shall deliver a letter from the transferee substantially in
the form of this letter to the Company and the Trustee, which shall provide,
among other things, that the

<PAGE>

                                                                              49

transferee is an institutional "accredited investor" (within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring
such Notes for investment purposes and not for distribution in violation of the
Securities Act. Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to any offer, sale or other transfer prior to the Resale
Termination Date of the Notes pursuant to clauses (d), (e) or (f) above to
require the delivery of an opinion of counsel, certifications and/or other
information satisfactory to the Company and the Trustee.

                                            TRANSFEREE:_____________________

                                            BY______________________________

                  SECTION 2.8. Form of Certificate to be Delivered in Connection
with Transfers Pursuant to Regulation S.

                                            [Date]

R.J. Tower Corporation
c/o BNY Midwest Trust Company
2 N. LaSalle Street
Suite 1020
Chicago, IL 60602

Attention:  Corporate Trust Department

                  Re: R.J. Tower Corporation
                      12% Senior Notes due 2013 (the "Notes")

Ladies and Gentlemen:

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

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

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

<PAGE>

                                                                              50

                  (c) no directed selling efforts have been made in the United
States in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2)
of Regulation S, as applicable; and

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

                  In addition, if the sale is made during a restricted period
and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are
applicable thereto, we confirm that such sale has been made in accordance with
the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may
be.

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

                  Very truly yours,

                  [Name of Transferor]

                  By:____________________________
                       Authorized Signature

                  SECTION 2.9. Mutilated, Destroyed, Lost or Stolen Notes. If a
mutilated Note 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, upon Company Order, shall authenticate a
replacement Note if the requirements of Section 8-405 of the Uniform Commercial
Code are met such that the Noteholder (a) notifies the Company and the Trustee
within a reasonable time after such Noteholder has notice of such loss,
destruction or wrongful taking and the Registrar has not registered a transfer
prior to receiving such notification, (b) makes such request to the Company
prior to the Company having notice that the Note has been acquired by a
protected purchaser as defined in Section 8-303 of the Uniform Commercial Code
(a "protected purchaser") and (c) satisfies any other reasonable requirements of
the Company and the Trustee. 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 and the Registrar from any loss which any
of them may suffer if a Note is replaced, then, in the absence of notice to the
Company, any Subsidiary Guarantor or the Trustee that such Note has been
acquired by a protected purchaser, the Company shall execute and upon Company
Order the Trustee shall authenticate and deliver, in exchange for any such
mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note
of like tenor and principal amount, bearing a number not contemporaneously
outstanding.

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                                                                              51

                  In case any such mutilated, destroyed, lost or stolen Note has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Note, pay such Note.

                  Upon the issuance of any new Note under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) in connection
therewith.

                  Every new Note issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Company, any Subsidiary Guarantor and
any other obligor upon the Notes, whether or not the mutilated, destroyed, lost
or stolen Note shall be at any time enforceable by anyone, and shall be entitled
to all benefits of this Indenture equally and proportionately with any and all
other Notes duly issued hereunder.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes.

                  SECTION 2.10. Outstanding Notes. Notes outstanding at any time
are all Notes authenticated by the Trustee except for those canceled by it,
those paid pursuant to Section 2.9, those delivered to it for cancellation and
those described in this Section as not outstanding. A Note does not cease to be
outstanding in the event the Company or an Affiliate of the Company holds the
Note except that the Company or an Affiliate of the Company shall not obtain
voting rights with respect to such Note.

                  If a Note is replaced pursuant to Section 2.9, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Note is held by a bona fide purchaser.

                  If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a maturity date money sufficient to pay all
principal and interest payable on that date with respect to the Notes maturing
and the Paying Agent is not prohibited from paying such money to the Noteholders
on that date pursuant to the terms of this Indenture, then on and after that
date such Notes cease to be outstanding and interest on them ceases to accrue.

                  SECTION 2.11. Temporary Notes. In the event that Definitive
Notes are to be issued under the terms of this Indenture, until such Definitive
Notes are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of Definitive Notes but may have variations that the Company considers
appropriate for temporary Notes. Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate Definitive Notes. After the
preparation of Definitive Notes, the temporary Notes shall be exchangeable for
Definitive Notes upon surrender of the temporary Notes at any office or agency
maintained by the Company for that purpose and such

<PAGE>

                                                                              52

exchange shall be without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Notes, the Company shall execute, and the Trustee
shall authenticate and make available for delivery in exchange therefor, one or
more Definitive Notes representing an equal principal amount of Notes. Until so
exchanged, the Holder of temporary Notes shall in all respects be entitled to
the same benefits under this Indenture as a Holder of Definitive Notes.

                  SECTION 2.12. Cancellation. The Company at any time may
deliver Notes to the Trustee for cancellation. The Registrar and the Paying
Agent shall forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else shall
cancel and return to the Company all Notes surrendered for registration of
transfer, exchange, payment or cancellation. The Company may not issue new Notes
to replace Notes it has paid or delivered to the Trustee for cancellation.

                  At such time as all beneficial interests in a Global Note have
either been exchanged for Definitive Notes, transferred, redeemed, repurchased
or canceled, such Global Note shall be returned by the Depositary to the Trustee
for cancellation or retained and canceled by the Trustee. At any time prior to
such cancellation, if any beneficial interest in a Global Note is exchanged for
Definitive Notes, transferred in exchange for an interest in another Global
Note, redeemed, repurchased or canceled, the principal amount of Notes
represented by such Global Note shall be reduced and an adjustment shall be made
on the Global Note and on the books and records of the Trustee (if it is then
the Notes Custodian for such Global Note) with respect to such Global Note, by
the Trustee or the Notes Custodian, to reflect such reduction.

                  SECTION 2.13. Payment of Interest; Defaulted Interest.
Interest on any Note which is payable, and is punctually paid or duly provided
for, on any interest payment date shall be paid to the Person in whose name such
Note (or one or more predecessor Notes) is registered at the close of business
on the regular record date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 2.3.

                  Any interest on any Note which is payable, but is not paid
when the same becomes due and payable and such nonpayment continues for a period
of 30 days shall forthwith cease to be payable to the Holder on the regular
record date by virtue of having been such Holder, and such defaulted interest
and (to the extent lawful) interest on such defaulted interest at the rate borne
by the Notes (such defaulted interest and interest thereon herein collectively
called "Defaulted Interest") shall be paid by the Company, at its election in
each case, as provided in clause (a) or (b) below:

                  (a) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Notes (or their respective
         predecessor Notes) are registered at the close of business on a Special
         Record Date (as defined below) for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Note and the date (not less than 30 days
         after such notice) of the proposed payment (the "Special Interest
         Payment Date"), and at the same time the Company shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to

<PAGE>

                                                                              53

         be paid in respect of such Defaulted Interest or shall make
         arrangements satisfactory to the Trustee for such deposit prior to the
         date of the proposed payment, such money when deposited to be held in
         trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this clause provided. Thereupon the Trustee shall fix a
         record date (the "Special Record Date") for the payment of such
         Defaulted Interest which shall be not more than 15 days and not less
         than 10 days prior to the Special Interest Payment Date and not less
         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date, and in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date and Special Interest Payment Date therefor
         to be given in the manner provided for in Section 9.2, not less than 10
         days prior to such Special Record Date. Notice of the proposed payment
         of such Defaulted Interest and the Special Record Date and Special
         Interest Payment Date therefor having been so given, such Defaulted
         Interest shall be paid on the Special Interest Payment Date to the
         Persons in whose names the Notes (or their respective Predecessor
         Notes) are registered at the close of business on such Special Record
         Date and shall no longer be payable pursuant to the following clause
         (b).

                  (b) The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which the Notes may be listed, and upon such
         notice as may be required by such exchange, if, after notice given by
         the Company to the Trustee of the proposed payment pursuant to this
         clause, such manner of payment shall be deemed practicable by the
         Trustee.

                  Subject to the foregoing provisions of this Section, each Note
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Note shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Note.

                  SECTION 2.14. Computation of Interest. Interest on the Notes
shall be computed on the basis of a 360-day year of twelve 30-day months.

                  SECTION 2.15. CUSIP Numbers. The Company in issuing the Notes
may use "CUSIP" numbers (if then generally in use). The Trustee shall not be
responsible for the use of CUSIP numbers, and the Trustee makes no
representation as to their correctness as printed on any Note or notice to
Noteholders and that reliance may be placed only on the other identification
numbers printed on the Notes, and any redemption shall not be affected by any
defect in or omission of such CUSIP numbers. The Company shall promptly notify
the Trustee in writing of any change in the CUSIP numbers.

<PAGE>

                                                                              54

                                   ARTICLE III

                                    Covenants

                  SECTION 3.1. Payment of Notes. The Company shall promptly pay
the principal of and interest on the Notes on the dates and in the manner
provided in the Notes and in this Indenture. Principal and interest shall be
considered paid on the date due if on such date the Trustee or the Paying Agent
holds in accordance with this Indenture money sufficient to pay all principal
and interest then due and the Trustee or the Paying Agent, as the case may be,
is not prohibited from paying such money to the Noteholders on that date
pursuant to the terms of this Indenture.

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

                  Notwithstanding anything to the contrary contained in this
Indenture, the Company may, to the extent it is required to do so by law, deduct
or withhold income or other similar taxes imposed by the United States of
America from principal or interest payments hereunder.

                  SECTION 3.2. SEC Reports. Notwithstanding that the Parent may
not remain subject to the reporting requirements of Section 13(a) or 15(d) of
the Exchange Act, to the extent permitted by the Exchange Act, the Parent, (or
the Company in the event the Company is no longer a Subsidiary of the Parent)
will file with the SEC, and make available to the Trustee and the registered
holders of the Notes, the annual reports and the information, documents and
other reports (or copies of such portions of any of the foregoing as the SEC may
by rules and regulations prescribe) that are specified in Sections 13 and 15(d)
of the Exchange Act within the time periods specified therein. In the event that
the Parent (or the Company in the event the Company is no longer a Subsidiary of
the Parent) is not permitted to file such reports, documents and information
with the SEC pursuant to the Exchange Act, the Parent (or the Company in the
event the Company is no longer a Subsidiary of the Parent) will nevertheless
make available such Exchange Act information to the Trustee and the Holders of
the Notes as if the Parent (or the Company in the event the Company is no longer
a Subsidiary of the Parent) were subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act within the time periods specified
therein. The financial information filed with the SEC or delivered to holders
pursuant to this Section 3.2 shall include consolidating financial statements
for the Parent, the Company, the Subsidiary Guarantors and Subsidiaries that are
not Subsidiary Guarantors in the form prescribed by the SEC. The Company shall
also comply with the other provisions of TIA Section 314(a).

         If the Company has designated any of its Subsidiaries that would be
considered either individually or taken together as a Significant Subsidiary as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph shall include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes

<PAGE>

                                                                              55

to the financial statements 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.

                  SECTION 3.3. Limitation on Indebtedness. (a) The Company will
not, and will not permit any of its Restricted Subsidiaries to, Incur any
Indebtedness (including Acquired Indebtedness); provided, however, that the
Company and the Subsidiary Guarantors may Incur Indebtedness if on the date
thereof:

         (1)      the Consolidated Coverage Ratio for the Company and its
                  Restricted Subsidiaries is at least 2.25 to 1.00; and

         (2)      no Default or Event of Default will have occurred or be
                  continuing or would occur as a consequence of Incurring the
                  Indebtedness or transactions relating to such Incurrence.

                  (b)      The foregoing paragraph (a) will not prohibit the
Incurrence of the following Indebtedness:

         (1) Indebtedness of the Company, any Subsidiary Guarantor or any
Restricted Subsidiary that is a Foreign Subsidiary Incurred pursuant to Credit
Facilities and the issuance and creation of letters of credit and bankers'
acceptances thereunder (with letters of credit and bankers' acceptances being
deemed to have a principal amount equal to the face amount thereof) and
Guarantees of Restricted Subsidiaries in respect of the Indebtedness Incurred
pursuant to Credit Facilities in an amount up to $600 million, less the
aggregate principal amount of all prepayments of principal made pursuant to, and
in compliance with Section 3.8, applied to permanently reduce any such
Indebtedness;

         (2) (x) Guarantees by the Subsidiary Guarantors or the Company of
Indebtedness Incurred by the Company or Restricted Subsidiaries of the Company
and (y) Guarantees by Restricted Subsidiaries that are not Subsidiary Guarantors
of Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors;
provided that in each case such Indebtedness is Incurred in accordance with the
provisions of the Indenture; and provided further that in the event such
Indebtedness that is being Guaranteed is a Subordinated Obligation or a
Guarantor Subordinated Obligation, then the related Guarantee shall be
subordinated in right of payment to the Notes or to the Subsidiary Guarantee, as
the case may be;

         (3) Indebtedness of the Company owing to and held by any Restricted
Subsidiary (other than a Receivables Entity) or Indebtedness of a Restricted
Subsidiary owing to and held by the Company or any Restricted Subsidiary (other
than a Receivables Entity); provided, however,

         (a) 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 Notes;

<PAGE>

                                                                              56

         (b) if a Subsidiary Guarantor is the obligor on such Indebtedness and
the Company or a Subsidiary Guarantor is not the obligee, such Indebtedness is
subordinated in right of payment to the Subsidiary Guarantees of such Subsidiary
Guarantor; and

         (c) (i) any subsequent issuance or transfer of Capital Stock or any
other event which results in any such Indebtedness being beneficially held by a
Person other than the Company or a Restricted Subsidiary (other than a
Receivables Entity) of the Company; and

         (ii) any sale or other transfer (excluding Permitted Liens) of any such
Indebtedness to a Person other than the Company or a Restricted Subsidiary
(other than a Receivables Entity) of the Company

shall be deemed, in each case, to constitute an Incurrence of such Indebtedness
by the Company or such Restricted Subsidiary, as the case may be.

         (4) Indebtedness represented by (a) the Notes issued on the Issue Date,
the Subsidiary Guarantees issued on the Issue Date, and the exchange notes and
exchange guarantees issued in a registered exchange offer pursuant to the
Registration Rights Agreement, (b) any Indebtedness (other than the Indebtedness
described in clauses (1), (2), (3), (6), (8), (9), (10), (11) and (12))
outstanding on the Issue Date and (c) any Refinancing Indebtedness Incurred in
respect of any Indebtedness described in this clause (4) or Incurred pursuant to
the first paragraph of this Section 3.3;

         (5) Indebtedness of Foreign Subsidiaries in an aggregate principal
amount not to exceed the greater of $50.0 million and 10% of Consolidated
Foreign Assets;

         (6) Hedging Obligations that are Incurred in the ordinary course of
business (and not for speculative purposes) (1) for the purpose of fixing or
hedging interest rate risk with respect to any Indebtedness that is permitted by
the terms of the Indenture to be outstanding, (2) for the purpose of fixing or
hedging currency exchange rate risk with respect to any currency exchanges; or
(3) for the purpose of fixing or hedging commodity price risk with respect to
any commodity purchases;

         (7) the Incurrence by the Company or any of its Restricted Subsidiaries
of Indebtedness (including Capitalized Lease Obligations, mortgage financings or
purchase money obligations) Incurred for the purpose of financing all or any
part of the purchase price or cost of construction or improvement of property
(real or personal), plant or equipment used in the business of the Company or
such Restricted Subsidiary, in an aggregate principal amount (which amount may,
but need not be, Incurred in whole or in part under Credit Facilities),
including all Refinancing Indebtedness Incurred to refund, refinance, replace,
amend, restate, modify or renew, in whole or in part, any Indebtedness Incurred
pursuant to this clause (7), not to exceed 2.50% of Consolidated Assets at any
time outstanding;

<PAGE>

                                                                              57

         (8) Indebtedness Incurred in respect of workers' compensation claims,
self-insurance obligations, performance, surety, bid and similar bonds and
completion guarantees provided by the Company or a Restricted Subsidiary in the
ordinary course of business;

         (9) Indebtedness arising from agreements of the Company or a Restricted
Subsidiary providing for indemnification, adjustment of purchase price or
similar obligations, in each case, Incurred or assumed in connection with the
disposition of any business, assets or a Subsidiary of the Company; provided
that the maximum aggregate liability in respect of all such Indebtedness shall
at no time exceed the gross proceeds actually received by the Company and its
Restricted Subsidiaries in connection with such disposition;

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

         (11) Indebtedness Incurred by a Receivables Entity in a Qualified
Receivables Transaction that is not recourse to the Company or any Restricted
Subsidiary of the Company other than a Receivables Entity (except for Standard
Securitization Undertakings);

         (12) Indebtedness of the Company or any Restricted Subsidiary of the
Company supported by a letter of credit issued pursuant to the Senior Credit
Agreement, in a principal amount not in excess of the stated amount of such
letter of credit;

         (13) (A) Indebtedness of a Restricted Subsidiary Incurred and
outstanding on or prior to the date on which such Restricted Subsidiary was
acquired by the Company or another Restricted Subsidiary (other than for
Indebtedness Incurred in contemplation of, in connection with, as consideration
in, or to provide all or any portion of the funds or credit support utilized to
consummate the transaction or series of related transactions pursuant to which
such Restricted Subsidiary became a Subsidiary of or was otherwise acquired by
the Company), provided, however, that on the date such Restricted Subsidiary is
acquired by the Company or by another Restricted Subsidiary, the Company and its
Restricted Subsidiaries would have a Consolidated Coverage Ratio of at least
2.25 to 1.00 after giving effect to the Incurrence of such Indebtedness pursuant
to this clause (13) and (B) Refinancing Indebtedness in respect of Indebtedness
Incurred pursuant to this clause (13); and

         (14) in addition to the items referred to in clauses (1) through (13)
above, Indebtedness of the Company and its Restricted Subsidiaries in an
aggregate outstanding principal amount which, when taken together with the
principal amount of all other Indebtedness Incurred pursuant to this clause (14)
and then outstanding, will not exceed $50.0 million at any time outstanding (it
being understood that any Indebtedness Incurred under this clause (14) shall
cease to be deemed Incurred or outstanding for purposes of this clause (14) but
shall be deemed Incurred for purposes of the first paragraph of this Section 3.3
from and after the first date on which the Company could have Incurred such
Indebtedness under the first paragraph of this Section 3.3 without reliance upon
this clause (14)).

<PAGE>

                                                                              58

                  (c) The Company will not Incur any Indebtedness under the
preceding paragraph if the proceeds thereof are used, directly or indirectly, to
refinance any Subordinated Obligations of the Company unless such Indebtedness
will be subordinated to the Notes to at least the same extent as such
Subordinated Obligations. No Subsidiary Guarantor will Incur any Indebtedness if
the proceeds thereof are used, directly or indirectly, to refinance any
Guarantor Subordinated Obligations of such Subsidiary Guarantor unless such
Indebtedness will be subordinated to the obligations of such Subsidiary
Guarantor under its Subsidiary Guarantee to at least the same extent as such
Guarantor Subordinated Obligations. No Restricted Subsidiary that is not a
Subsidiary Guarantor may Incur any Indebtedness if the proceeds are used to
refinance Indebtedness of the Company.

                  (d) For purposes of determining compliance with, and the
outstanding principal amount of any particular Indebtedness Incurred pursuant to
and in compliance with, this Section 3.3:

         (1)      in the event that Indebtedness meets the criteria of more than
                  one of the types of permitted Indebtedness described in
                  clauses (1) through (14) above or is entitled to be Incurred
                  pursuant to the first paragraph of this Section 3.3, the
                  Company, in its sole discretion, will classify or later
                  reclassify such item in any manner that complies with this
                  Section 3.3;

         (2)      all Indebtedness outstanding on the Issue Date under the
                  Senior Credit Agreement shall be deemed initially Incurred on
                  the Issue Date under clause (1) of paragraph (b) of this
                  Section 3.3 and not paragraph (a) or clause (4) of paragraph
                  (b) of this Section 3.3;

         (3)      Guarantees of, or obligations in respect of letters of credit
                  relating to, Indebtedness which is otherwise included in the
                  determination of a particular amount of Indebtedness shall not
                  be included;

         (4)      if obligations in respect of letters of credit are incurred
                  pursuant to Credit Facilities and are being treated as
                  Incurred pursuant to clause (1) of paragraph (b) and the
                  letters of credit relate to other Indebtedness, then such
                  other Indebtedness shall not be included;

         (5)      the principal amount of any Disqualified Stock of the Company
                  or a Restricted Subsidiary, or Preferred Stock of a Restricted
                  Subsidiary that is not a Subsidiary Guarantor, will be equal
                  to the greater of the maximum mandatory redemption or
                  repurchase price (not including, in either case, any
                  redemption or repurchase premium) or the liquidation
                  preference thereof;

         (6)      Indebtedness permitted by this Section 3.3 need not be
                  permitted solely by reference to one provision permitting such
                  Indebtedness but may be permitted in part by one such
                  provision and in part by one or more other provisions of this
                  Section 3.3 permitting such Indebtedness; and

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                                                                              59

         (7)      the amount of Indebtedness issued at a price that is less than
                  the principal amount thereof will be equal to the amount of
                  the liability in respect thereof determined in accordance with
                  GAAP.

                  (e) Accrual of interest, accrual of dividends, the accretion
of accreted value, the payment of interest in the form of additional
Indebtedness and the payment of dividends in the form of additional shares of
Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of
Indebtedness for purposes of this Section 3.3. The amount of any Indebtedness
outstanding as of any date shall be (i) the accreted value thereof in the case
of any Indebtedness issued with original issue discount and (ii) the principal
amount or liquidation preference thereof, together with any interest thereon
that is more than 30 days past due, in the case of any other Indebtedness.

                  (f) The Company will not permit any of its Unrestricted
Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified
Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary
becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be
deemed to be Incurred by a Restricted Subsidiary of the Company as of such date
(and, if such Indebtedness is not permitted to be Incurred as of such date under
this Section 3.3, the Company shall be in Default of this Section 3.3).

                  (g) For purposes of determining compliance with any U.S.
dollar-denominated restriction on the Incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in a foreign
currency shall be calculated based on the relevant currency exchange rate in
effect on the date such Indebtedness was Incurred, in the case of term
Indebtedness, or first committed, in the case of revolving credit Indebtedness;
provided that if such Indebtedness is Incurred to refinance other Indebtedness
denominated in a foreign currency, and such refinancing would cause the
applicable U.S. dollar-dominated restriction to be exceeded if calculated at the
relevant currency exchange rate in effect on the date of such refinancing, such
U.S. dollar-dominated restriction shall be deemed not to have been exceeded so
long as the principal amount of such Refinancing Indebtedness does not exceed
the principal amount of such Indebtedness being refinanced. Notwithstanding any
other provision of this Section 3.3, the maximum amount of Indebtedness that the
Company may Incur pursuant to this Section 3.3 shall not be deemed to be
exceeded solely as a result of fluctuations in the exchange rate of currencies.
The principal amount of any Indebtedness Incurred to refinance other
Indebtedness, if Incurred in a different currency from the Indebtedness being
refinanced, shall be calculated based on the currency exchange rate applicable
to the currencies in which such Refinancing Indebtedness is denominated that is
in effect on the date of such refinancing.

                  SECTION 3.4. Limitation on Restricted Payments. (a) The
Company will not, and will not permit any of its Restricted Subsidiaries,
directly or indirectly, to (1) declare or pay any dividend or make any
distribution on or in respect of its Capital Stock (including any payment in
connection with any merger or consolidation involving the Company or any of its
Restricted Subsidiaries) except:

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                                                                              60

                  (a) dividends or distributions payable in Capital Stock of the
                  Company (other than Disqualified Stock) or in options,
                  warrants or other rights to purchase such Capital Stock of the
                  Company; and

                  (b) dividends or distributions payable to the Company or a
                  Restricted Subsidiary of the Company (and if such Restricted
                  Subsidiary is not a Wholly Owned Subsidiary, to its other
                  holders of common Capital Stock on a pro rata basis);

         (2)      purchase, redeem, retire or otherwise acquire for value any
                  Capital Stock of the Company or any direct or indirect parent
                  of the Company held by Persons other than the Company or a
                  Restricted Subsidiary of the Company (other than in exchange
                  for Capital Stock of the Company (other than Disqualified
                  Stock));

         (3)      purchase, repurchase, redeem, defease or otherwise acquire or
                  retire for value, prior to scheduled maturity, scheduled
                  repayment or scheduled sinking fund payment, any Subordinated
                  Obligations or Guarantor Subordinated Obligations (other than
                  the purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement of (A) Subordinated Obligations or
                  Guarantor 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 purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement) and (B) Indebtedness described in
                  clause (3) of Section 3.3; or

         (4)      make any Restricted Investment in any Person;

(any such dividend, distribution, purchase, redemption, repurchase, defeasance,
other acquisition, retirement or Restricted Investment referred to in clauses
(1) through (4) shall be referred to herein as a "Restricted Payment"), if at
the time the Company or such Restricted Subsidiary makes such Restricted
Payment:

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

                  (b)      the Company is not able to Incur an additional $1.00
                           of Indebtedness pursuant to Section 3.3(a) after
                           giving effect, on a pro forma basis, to such
                           Restricted Payment; or

                  (c)      the aggregate amount of such Restricted Payment and
                           all other Restricted Payments declared or made
                           subsequent to the Issue Date would exceed the sum of,
                           without duplication:

                           (i) 50% of Consolidated Net Income for the period
                           (treated as one accounting period) from the beginning
                           of the first fiscal quarter commencing April 1, 2003
                           to the end of the most recently ended fiscal quarter
                           for which internal financial statements are available
                           at the time of

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                                                                              61

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

                           (ii) 100% of the aggregate net proceeds, including
                           cash and the Fair Market Value (as determined in
                           accordance with the next succeeding sentence) of
                           property other than cash, received by the Company
                           from the issue or sale of its Capital Stock (other
                           than Disqualified Stock) or net proceeds, including
                           cash and the Fair Market Value (as determined in
                           accordance with the next succeeding sentence) of
                           property other than cash, from capital contributions
                           subsequent to the Issue Date (other than net proceeds
                           received from an issuance or sale of such Capital
                           Stock to a Subsidiary of the Company or an employee
                           stock ownership plan, option plan or similar trust to
                           the extent such sale to an employee stock ownership
                           plan or similar trust is financed by loans from or
                           Guaranteed by the Company or any Restricted
                           Subsidiary unless such loans have been repaid with
                           cash on or prior to the date of determination);

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

                           (iv) the amount equal to the net reduction in
                           Restricted Investments made by the Company or any of
                           its Restricted Subsidiaries in any Person (including
                           Investments in Unrestricted Subsidiaries) resulting
                           from:

                                    (A) repurchases or redemptions of such
                                    Restricted Investments by such Person,
                                    proceeds realized upon the sale of such
                                    Restricted Investment to an unaffiliated
                                    purchaser, repayments of loans or advances
                                    or other transfers of assets (including by
                                    way of dividend or distribution) by such
                                    Person to the Company or any Restricted
                                    Subsidiary of the Company; or

                                    (B) the redesignation of Unrestricted
                                    Subsidiaries as Restricted Subsidiaries
                                    (valued in each case as provided in the
                                    definition of "Investment") not to exceed,
                                    in the case of any Unrestricted Subsidiary,
                                    the amount of Investments previously made by
                                    the Company or any Restricted Subsidiary in
                                    such Unrestricted Subsidiary,

<PAGE>

                                                                              62

                           which amount in each case under this clause (iv) was
                           included in the calculation of the amount of
                           Restricted Payments; provided, however, that no
                           amount will be included under this clause (iv) to the
                           extent it is already included in Consolidated Net
                           Income.

         The Fair Market Value of property other than cash covered by clause
(c)(ii) above shall be determined in good faith by the Company and

                  (A)      in the event of property with a Fair Market Value in
                  excess of $10.0 million, shall be set forth in an Officers'
                  Certificate or

                  (B)      in the event of property with a Fair Market Value in
                  excess of $25.0 million, shall be set forth in a resolution
                  approved by at least a majority of the Board of Directors of
                  the Company.

         The provisions of the preceding paragraph will not prohibit:

         (1)      any purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement of Capital Stock, Disqualified Stock
                  or Subordinated Obligations of the Company made by exchange
                  for, or out of the proceeds of the substantially concurrent
                  sale of, Capital Stock of the Company (other than Disqualified
                  Stock and other than Capital Stock issued or sold to a
                  Subsidiary or an employee stock ownership plan or similar
                  trust to the extent such sale to an employee stock ownership
                  plan or similar trust is financed by loans from or Guaranteed
                  by the Company or any Restricted Subsidiary unless such loans
                  have been repaid with cash on or prior to the date of
                  determination); provided, however, that (a) such purchase,
                  repurchase, redemption, defeasance, acquisition or retirement
                  will be excluded in subsequent calculations of the amount of
                  Restricted Payments and (b) the Net Cash Proceeds from such
                  sale of Capital Stock will be excluded from clause (c)(ii) of
                  the preceding paragraph;

         (2)      any purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement of Subordinated Obligations of the
                  Company made by exchange for, or out of the proceeds of the
                  substantially concurrent sale of, Subordinated Obligations of
                  the Company or any purchase, repurchase, redemption,
                  defeasance or other acquisition or retirement of Guarantor
                  Subordinated Obligations made by exchange for or out of the
                  proceeds of the substantially concurrent sale of Guarantor
                  Subordinated Obligations that, in each case, is permitted to
                  be Incurred pursuant to Section 3.3 and that in each case
                  constitutes Refinancing Indebtedness; provided, however, that
                  such purchase, repurchase, redemption, defeasance, acquisition
                  or retirement will be excluded in subsequent calculations of
                  the amount of Restricted Payments;

         (3)      any purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement of Disqualified Stock of the Company
                  or a Restricted Subsidiary made

<PAGE>

                                                                              63

                  by exchange for or out of the proceeds of the substantially
                  concurrent sale of Disqualified Stock of the Company or such
                  Restricted Subsidiary, as the case may be, that, in each case,
                  is permitted to be Incurred pursuant to Section 3.3 and that
                  in each case constitutes Refinancing Indebtedness; provided,
                  however, that such purchase, repurchase, redemption,
                  defeasance, acquisition or retirement will be excluded in
                  subsequent calculations of the amount of Restricted Payments;

         (4)      so long as no Default or Event of Default has occurred and is
                  continuing, any purchase or redemption of Subordinated
                  Obligations or Guarantor Subordinated Obligations of a
                  Subsidiary Guarantor from Net Available Cash to the extent
                  permitted under Section 3.8; provided, however, that such
                  purchase or redemption will be excluded in subsequent
                  calculations of the amount of Restricted Payments;

         (5)      dividends paid within 60 days after the date of declaration if
                  at such date of declaration such dividend would have complied
                  with this provision; provided, however, that such dividends
                  will be included in subsequent calculations of the amount of
                  Restricted Payments;

         (6)      so long as no Default or Event of Default has occurred and is
                  continuing, the declaration and payment of dividends to
                  holders of any class or series of Disqualified Stock of the
                  Company or Preferred Stock of any of its Restricted
                  Subsidiaries issued or Incurred in accordance with Section 3.3
                  to the extent such dividends are included in the definition of
                  "Consolidated Interest Expense"; provided that the payment of
                  such dividends will be excluded from the calculation of
                  Restricted Payments;

         (7)      repurchases of Capital Stock deemed to occur upon the exercise
                  of stock options, warrants or other convertible securities if
                  such Capital Stock represents a portion of the exercise price
                  thereof; provided, however, that such repurchases will be
                  excluded from subsequent calculations of the amount of
                  Restricted Payments;

         (8)      cash dividends or loans to Parent in amounts equal to:

                  (a)      amounts required for Parent to pay franchise taxes
                           and federal, state, local and foreign income taxes to
                           the extent such income taxes are directly
                           attributable to the income of the Company and its
                           Restricted Subsidiaries (and, to the extent of
                           amounts actually received from its Unrestricted
                           Subsidiaries, in amounts required to pay such taxes
                           to the extent attributable to the income of such
                           Unrestricted Subsidiaries);

                  (b)      the amounts required for Parent to pay franchise
                           taxes and other fees required to maintain its legal
                           existence;

                  (c)      an amount not to exceed $5.0 million in any fiscal
                           year to permit Parent to pay its corporate overhead
                           and operating expenses incurred in the ordinary

<PAGE>

                                                                              64

                           course of business, and to pay salaries or other
                           compensation of employees who perform services for
                           both Parent and the Company;

                  provided, that such dividends or loans will be excluded from
                  subsequent calculations of the amount of Restricted Payments;

         (9)      dividends to the Parent for the exclusive purpose of redeeming
                  and/or paying all accrued interest on the Convertible
                  Subordinated Notes through the redemption date of the
                  Convertible Subordinated Notes; provided that the payment of
                  such dividend will be excluded in the calculation of the
                  amount of Restricted Payments;

         (10)     so long as no Default or Event of Default has occurred and is
                  continuing, the payment of dividends to the Parent to pay
                  accrued interest with respect to Parent's 6-3/4% Subordinated
                  Debentures due June 18, 2018; provided that the payment of
                  such dividends will be excluded in the calculation of the
                  amount of Restricted Payments;

         (11)     the purchase, redemption, acquisition or retirement of any
                  Subordinated Obligations at a price not greater than 101 % of
                  the principal amount thereof (together with accrued and unpaid
                  interest) following a "change of control" (defined in a manner
                  comparable to the definition of Change of Control) after the
                  Company shall have complied with the provisions under Section
                  3.10 and has purchased all Notes validly tendered and not
                  withdrawn; provided, however, that such amounts shall be
                  excluded in the calculation of the amount of Restricted
                  Payments; and

         (12)     other Restricted Payments in an amount not to exceed $25.0
                  million; provided that the amount of such Restricted Payments
                  will be included in the calculation of the amount of
                  Restricted Payments.

The amount of all Restricted Payments (other than cash) shall be the Fair Market
Value on the date of such Restricted Payment of the asset(s) or securities
proposed to be paid, transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to such Restricted Payment. The Fair
Market Value of any cash Restricted Payment shall be its face amount and any
non-cash Restricted Payment shall be determined conclusively by the Board of
Directors of the Company acting in good faith whose resolution with respect
thereto shall be delivered to the Trustee, such determination to be based upon
an opinion or appraisal issued by an accounting, appraisal or investment banking
firm of national standing if such Fair Market Value is estimated in good faith
by the Board of Directors of the Company to exceed $15.0 million. Not later than
the date of making any Restricted Payment in an amount in excess of $25.0
million (excluding those permitted by clauses (1) through (12) above) the
Company shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by Section 3.4 were computed, together with a copy of any
fairness opinion or appraisal required by this Indenture.

<PAGE>

                                                                              65

Seojin Industrial Company Limited and its Subsidiaries will be Unrestricted
Subsidiaries on the Issue Date.

                  SECTION 3.5. Limitation on liens. The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, Incur or suffer to exist any Lien (other than Permitted Liens) upon any
of its property or assets (including Capital Stock of Restricted Subsidiaries of
the Company), whether owned on the date of the Indenture or acquired after that
date, which Lien is securing any Indebtedness, unless contemporaneously with the
Incurrence of such Liens effective provision is made to secure the Indebtedness
due under the Indenture and the Notes or, in respect of Liens on any Restricted
Subsidiary's property or assets, any Subsidiary Guarantee of such Restricted
Subsidiary, equally and ratably with (or prior to in the case of Liens with
respect to Subordinated Obligations or Guarantor Subordinated Obligations, as
the case may be) the Indebtedness secured by such Lien for so long as such
Indebtedness is so secured.

                  SECTION 3.6. Limitation on Sale/Leaseback Transactions. The
Company will not, and will not permit any of its Restricted Subsidiaries to,
enter into any Sale/Leaseback Transaction unless: (i) the Company or such
Restricted Subsidiary could have Incurred Indebtedness in an amount equal to the
Attributable Indebtedness in respect of such Sale/Leaseback Transaction pursuant
to Section 3.3; (ii) the Company or such Restricted Subsidiary would be
permitted to create a Lien on the property subject to such Sale/Leaseback
Transaction securing such Attributable Indebtedness without securing the Notes
pursuant to Section 3.5; (iii) and the Sale/Leaseback Transaction is treated as
an Asset Disposition and all of the conditions described under Section 3.8
(including the provisions concerning the application of Net Available Cash) are
satisfied with respect to such Sale/Leaseback Transaction, treating all of the
consideration received in such Sale/Leaseback Transaction as Net Available Cash
for purposes of Section 3.8.

         Notwithstanding the foregoing, the provisions of this Section 3.6 shall
not apply to any Sale/Leaseback Transaction entered into by the Company or any
Restricted Subsidiary with respect to the construction of tooling and related
equipment that is not in existence on the Issue Date, in each case in the
ordinary course of business consistent with past practices; provided that any
such Sale/Leaseback Transaction is entered into within 180 days of completion of
construction of such tooling and related equipment.

        SECTION 3.7. Limitation on Restrictions on Distributions from Restricted
Subsidiaries. (a) The Company will not, and will not permit any Restricted
Subsidiary to, create or otherwise cause or permit to exist or become effective
any consensual encumbrance or consensual restriction on the ability of any
Restricted Subsidiary to: (1) pay dividends or make any other distributions on
its Capital Stock or pay any Indebtedness or other obligations owed to the
Company or any Restricted Subsidiary (it being understood that the priority of
any Preferred Stock in receiving dividends or liquidating distributions prior to
dividends or liquidating distributions being paid on Common Stock shall not be
deemed a restriction on the ability to make distributions on Capital Stock); (2)
make any loans or advances to the Company or any Restricted Subsidiary (it being
understood that the subordination of loans or advances made to

<PAGE>

                                                                              66

the Company or any Restricted Subsidiary to other Indebtedness Incurred by the
Company or any Restricted Subsidiary shall not be deemed a restriction on the
ability to make loans or advances); or (3) transfer any of its property or
assets to the Company or any Restricted Subsidiary.

                  (b) The preceding provisions will not prohibit: (i) any
encumbrance or restriction pursuant to an agreement in effect at or entered into
on the Issue Date including, without limitation, this Indenture and the Senior
Credit Agreement in effect on the Issue Date; (ii) any encumbrance or
restriction with respect to a Restricted Subsidiary pursuant to an agreement
relating to any Capital Stock or Indebtedness Incurred by a Restricted
Subsidiary on or before the date on which such Restricted Subsidiary was
acquired by the Company (other than Capital Stock or Indebtedness Incurred as
consideration in, or in contemplation of, or to provide all or any portion of
the funds or credit support utilized to consummate, the transaction or series of
related transactions pursuant to which such Restricted Subsidiary became a
Restricted Subsidiary or was acquired by the Company or in contemplation of the
transaction) and outstanding on such date; provided that any such encumbrance or
restriction may not extend to other Restricted Subsidiaries or assets of the
Company; (iii) any encumbrance or restriction with respect to a Restricted
Subsidiary pursuant to an agreement effecting a refunding, replacement or
refinancing of Indebtedness Incurred pursuant to an agreement referred to in
clause (i) or (ii) of this paragraph or this clause (iii) or contained in any
amendment to an agreement referred to in clause (i) or (ii) of this paragraph or
this clause (iii); provided, however, that the encumbrances and restrictions
with respect to such Restricted Subsidiary contained in any such agreement are
no less favorable in any material respect to the Holders of the Notes than the
encumbrances and restrictions contained in such agreements referred to in
clauses (i) or (ii) of this paragraph on the Issue Date or the date such
Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable;
(iv) in the case of clause (3) of this Section 3.7, any encumbrance or
restriction: (a) that restricts in a customary manner the subletting, assignment
or transfer of any property or asset that is subject to a lease, license or
similar contract, or the assignment or transfer of any such lease, license or
other contract; (b) contained in mortgages, pledges or other security agreements
permitted under the Indenture securing Indebtedness of the Company or a
Restricted Subsidiary to the extent such encumbrances or restrictions restrict
the transfer of the property subject to such mortgages, pledges or other
security agreements; or (c) pursuant to customary provisions restricting
dispositions of real property interests set forth in any reciprocal easement
agreements of the Company or any Restricted Subsidiary; (v) (a) purchase money
obligations for property and (b) customary provisions contained in leases and
other similar agreements, in each case, acquired in the ordinary course of
business and that impose encumbrances or restrictions of the nature described in
clause (3) of this Section 3.7 on the property so acquired; (vi) any Purchase
Money Note or other Indebtedness or contractual requirements Incurred with
respect to a Qualified Receivables Transaction; (vii) any restriction with
respect to a Restricted Subsidiary (or any of its property or assets) imposed
pursuant to an agreement entered into for the direct or indirect sale or
disposition of all or substantially all the Capital Stock or assets of such
Restricted Subsidiary (or the property or assets that are subject to such
restriction) pending the closing of such sale or disposition; (viii) customary
provisions in joint venture agreements and other similar agreements entered into
in the ordinary course of business; (ix) restrictions on cash or other

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                                                                              67

deposits or net worth provisions in leases and other agreements entered into by
the Company or any Restricted Subsidiary in the ordinary course of business; (x)
encumbrances or restrictions arising or existing by reason of applicable law or
any applicable rule, regulation or order; and (xi) encumbrances or restrictions
(i) contained in indentures or other debt instruments or debt arrangements
Incurred by the Company or any Subsidiary Guarantor in accordance with Section
3.3 that are not more materially restrictive, taken as a whole, than those
applicable to the Company in either the Indenture governing the Notes or the
Senior Credit Agreement on the Issue Date (which may result in encumbrances or
restrictions comparable to those applicable to the Company at a Restricted
Subsidiary level) or (ii) that are Incurred subsequent to the Issue Date
pursuant to clauses (5), (7), (13) and (14) of the second paragraph of Section
3.3 by Foreign Subsidiaries.

                  SECTION 3.8. Limitation on Sales of Assets and Subsidiary
Stock. (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any Asset Disposition unless: (1) the Company or such
Restricted Subsidiary, as the case may be, receives consideration at least equal
to the Fair Market Value (including by way of relief from, or by any other
Person or group of Persons assuming sole responsibility for, any liabilities,
contingent or otherwise, with such Fair Market Value to be determined on the
date of contractually agreeing to such Asset Disposition), as determined in good
faith by the Board of Directors or senior management of the Company (including
as to the value of all noncash consideration), of the shares and assets subject
to such Asset Disposition; (2) at least 75% of the consideration from such Asset
Disposition received by the Company or such Restricted Subsidiary, as the case
may be, 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, within 360 days after
the later of the date of such Asset Disposition or the receipt of such Net
Available Cash, at its option: (a) to prepay, repay or purchase Indebtedness
(other than any Disqualified Stock or Subordinated Obligations) or Indebtedness
of a Wholly Owned Subsidiary (other than any Disqualified Stock or Guarantor
Subordinated Obligation of a Subsidiary Guarantor) (in each case other than
Indebtedness owed to the Company or an Affiliate of the Company or, in the case
of Net Available Cash from Asset Dispositions by a Foreign Subsidiary, to
prepay, repay or purchase Indebtedness of such Foreign Subsidiary if required by
the terms of Indebtedness of such Foreign Subsidiary); provided, however, that,
in connection with any prepayment, repayment or purchase of Indebtedness
pursuant to this clause (a), the Company or such Restricted Subsidiary will
retire such Indebtedness and will cause the related commitment (if any) to be
permanently reduced in an amount equal to the principal amount so prepaid,
repaid or purchased; and (b) to invest in Additional Assets; provided that
pending the final application of any such Net Available Cash in accordance with
clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may
temporarily reduce Indebtedness or otherwise invest such Net Available Cash in
any manner not prohibited by this Indenture.

                  (b) Any Net Available Cash from Asset Dispositions that are
not applied or invested as provided in paragraph (a) will be deemed to
constitute "Excess Proceeds." On the 361st day after an Asset Disposition, if
the aggregate amount of Excess Proceeds exceeds $25.0

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                                                                              68

million, the Company will be required to make an offer ("Asset Disposition
Offer") to all Holders of Notes and to the extent required by the terms of other
Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness
outstanding with similar provisions requiring the Company to make an offer to
purchase such Pari Passu Indebtedness with the proceeds from any Asset
Disposition ("Pari Passu Notes"), to purchase the maximum principal amount of
Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies
that may be purchased out of the Excess Proceeds, at an offer price in cash in
an amount equal to 100% of the principal amount of the Notes and Pari Passu
Notes plus accrued and unpaid interest to the date of purchase, in accordance
with the procedures set forth in this Indenture or the agreements governing the
Pari Passu Notes, as applicable, in each case in integral multiples of $1,000.
To the extent that the aggregate amount of Notes and Pari Passu Notes so validly
tendered and not properly withdrawn pursuant to an Asset Disposition Offer is
less than the Excess Proceeds, the Company may use any remaining Excess Proceeds
for general corporate purposes, subject to the other covenants contained in this
Indenture. If the aggregate principal amount of Notes surrendered by holders
thereof and other Pari Passu Notes surrendered by holders or lenders,
collectively, exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes and Pari Passu Notes to be purchased on a pro rata basis on the basis
of the aggregate principal amount of tendered Notes and Pari Passu Notes. Upon
completion of such Asset Disposition Offer, the amount of Excess Proceeds shall
be reset at zero.

                  (c) The Asset Disposition Offer will remain open for a period
of 20 Business Days following its commencement, except to the extent that a
longer period is required by applicable law (the "Asset Disposition Offer
Period"). No later than five Business Days after the termination of the Asset
Disposition Offer Period (the "Asset Disposition Purchase Date"), the Company
will purchase the principal amount of Notes and Pari Passu Notes required to be
purchased pursuant to this Section 3.8 (the "Asset Disposition Offer Amount")
or, if less than the Asset Disposition Offer Amount has been so validly
tendered, all Notes and Pari Passu Notes validly tendered in response to the
Asset Disposition Offer.

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

                  (e) On or before the Asset Disposition Purchase Date, the
Company will, to the extent lawful, accept for payment, on a pro rata basis to
the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu
Notes or portions of Notes and Pari Passu Notes so validly tendered and not
properly withdrawn pursuant to the Asset Disposition Offer, or if less than the
Asset Disposition Offer Amount has been validly tendered and not properly
withdrawn, all Notes and Pari Passu Notes so validly tendered and not properly
withdrawn, in each case in integral multiples of $1,000. The Company will
deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.8 and, in addition, the Company will deliver all
certificates and notes required, if any, by the agreements governing the Pari
Passu

<PAGE>

                                                                              69

Notes. The Company or the Paying Agent, as the case may be, will promptly (but
in any case not later than five Business Days after termination of the Asset
Disposition Offer Period) mail or deliver to each tendering holder of Notes or
holder or lender of Pari Passu Notes, as the case may be, an amount equal to the
purchase price of the Notes or Pari Passu Notes so validly tendered and not
properly withdrawn by such holder or lender, as the case may be, and accepted by
the Company for purchase, and the Company will promptly issue a new Note, and
the Trustee, upon delivery of an Officers' Certificate from the Company will
authenticate and mail or deliver such new Note to such holder, in a principal
amount equal to any unpurchased portion of the Note surrendered; provided that
each such new Note will be in a principal amount of $1,000 or an integral
multiple of $1,000. The Company will take any and all other actions required by
the agreements governing the Pari Passu Notes. Any Note not so accepted will be
promptly mailed or delivered by the Company to the Holder thereof. The Company
will publicly announce the results of the Asset Disposition Offer on the Asset
Disposition Purchase Date.

                  (f) For the purposes of this Section 3.8, the following will
be deemed to be cash: (x) the assumption by the transferee of Indebtedness
(other than Subordinated Obligations or Disqualified Stock) of the Company or
Indebtedness of a Wholly Owned Subsidiary (other than Guarantor Subordinated
Obligations or Disqualified Stock of any Wholly Owned Subsidiary that is 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 (in which case the Company will, without further action, be deemed
to have applied such deemed cash to Indebtedness in accordance with clause (a)
above); and (y) securities, notes or other obligations received by the Company
or any Restricted Subsidiary of the Company from the transferee that are
converted within 180 days by the Company or such Restricted Subsidiary into
cash.

                  (g) The Company will 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 Notes pursuant to this
Section 3.8. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 3.8, the Company will
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Indenture by virtue of any
conflict. The provisions under this Indenture relative to the Company's
obligation to make an offer to repurchase the Notes as a result of an Asset
Disposition may be waived or modified with the written consent of the holders of
a majority in principal amount of the Notes.

                  (h) For the purposes of this Section 3.8, Holders electing to
have a Note purchased will be required to surrender the Note, 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. Each Holder will
be entitled to withdraw its election if the Company receives, not later than one
Business Day prior to the purchase date, a telegram, telex, facsimile
transmission or letter from such Holder setting forth the name of such Holder,
the principal amount of the Note or Notes which were delivered for purchase by
such Holder and a statement that such Holder is withdrawing his election to have
such Note or Notes purchased.

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                                                                              70

                  SECTION 3.9. Limitation on Transactions with Affiliates. (a)
The Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into or conduct any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any
service) with any Affiliate of the Company (an "Affiliate Transaction") unless:
(1) the terms of such Affiliate Transaction are no less favorable to the Company
or such Restricted Subsidiary, as the case may be, than those that could be
obtained in a comparable transaction at the time of such transaction in
arm's-length dealings with a Person who is not such an Affiliate; (2) in the
event such Affiliate Transaction involves an aggregate consideration in excess
of $5.0 million, the terms of such transaction have been approved by a majority
of the members of the Board of Directors of the Company and by a majority of the
members of such Board having no personal stake in such transaction, if any (and
such majority or majorities, as the case may be, determines that such Affiliate
Transaction satisfies the criteria in clause (1) above); and (3) in the event
such Affiliate Transaction involves an aggregate consideration in excess of
$15.0 million, the Company has received a written opinion from an independent
investment banking, accounting or appraisal firm of nationally recognized
standing that such Affiliate Transaction is fair, from a financial standpoint,
to the Company and its Restricted Subsidiaries taken as a whole.

                  (b) The provisions of the foregoing paragraph (a) will not
apply to: (1) any Restricted Payment permitted to be made pursuant Section 3.4
or any Permitted Investments; (2) any issuance of securities, or other payments,
awards or grants in cash, securities or otherwise pursuant to, or the funding
of, employment agreements and other compensation arrangements, options to
purchase Capital Stock of the Company, restricted stock plans, long-term
incentive plans, stock appreciation rights plans, participation plans or similar
employee benefits plans and/or indemnity provided on behalf of officers and
employees approved by the Board of Directors; (3) payments, loans or advances to
employees or officers (other than executive officers) in the ordinary course of
business of the Parent, the Company or any of its Restricted Subsidiaries
determined in good faith by the Board of Directors; (4) any transaction between
the Company and a Restricted Subsidiary (other than a Receivables Entity) or
between Restricted Subsidiaries (other than a Receivables Entity or Receivables
Entities) and Guarantees, whether or not secured, issued by the Company or a
Restricted Subsidiary for the benefit of the Company or a Restricted Subsidiary,
as the case may be, in accordance with Section 3.3; (5) the payment of
reasonable and customary fees, expenses and compensation paid to, and indemnity
provided on behalf of, directors of the Parent, the Company or any Restricted
Subsidiary of the Company; (6) the performance of obligations of the Company or
any of its Restricted Subsidiaries under the terms of any agreement to which the
Company or any of its Restricted Subsidiaries is a party as of or on the Issue
Date and identified on a schedule to the Indenture on the Issue Date, as these
agreements may be amended, modified, supplemented, extended or renewed from time
to time; provided, however, that any future amendment, modification, supplement,
extension or renewal entered into after the Issue Date will be permitted to the
extent that its terms are not more disadvantageous to the holders of the Notes
than the terms of the agreements in effect on the Issue Date; (7) transactions
effected exclusively as part of a Qualified Receivables Transaction, and
acquisitions of Permitted Investments in connection with a Qualified Receivables
Transaction; (8) the payment of annual management, consulting, monitoring and
advisory fees

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                                                                              71

and expenses to Hidden Creek and its Affiliates in an amount in any fiscal year
not to exceed $1.0 million; or (9) transactions with Parent, Unrestricted
Subsidiaries and joint ventures, in each case in the ordinary course of business
and otherwise in compliance with the terms of this Indenture, which are fair to
the Company and its Restricted Subsidiaries in the reasonable determination of
the Board of Directors or the senior management of the Company, and are on terms
at least as favorable as might reasonably have obtained at such time from an
unaffiliated party.

                  SECTION 3.10. Change of Control. (a) Upon the occurrence of a
Change of Control, each Holder shall have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple of $1,000)
of such Holder's Notes at a purchase price in cash equal to 101% of the
aggregate principal amount thereof, plus accrued and unpaid interest and
liquidated damages, if any, to the date of repurchase (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date) (the "Change of Control Offer"); provided,
however that notwithstanding the foregoing, the Company shall not be obligated
to repurchase Notes pursuant to this Section 3.10 if the Company has previously
exercised its right to redeem Notes pursuant to Section 5.1.

                  (b) Within 30 days following any Change of Control, the
Company will mail a notice to each Holder (with a copy to the Trustee)
describing the transaction or transactions that constitute the Change of Control
and offering to repurchase Notes on the Change of Control payment date specified
in the notice, and such notice shall otherwise include:

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

                  (2)      the circumstances and relevant facts and financial
         information regarding such Change of Control;

                  (3)      the repurchase date (which shall be no earlier than
         30 days nor later than 60 days from the date such notice is mailed)
         (the "Change of Control Payment Date");

                  (4)      that any Note not tendered will continue to accrue
         interest pursuant to its terms;

                  (5)      that, unless the Company defaults in the payment of
         the purchase price, any Note accepted for payment pursuant to the
         Change of Control Offer shall cease to accrue interest on and after the
         Change of Control Payment Date; and

                  (6)      the instructions determined by the Company,
         consistent with this Section 3.10, that a Holder must follow in order
         to have its Notes purchased or to cancel such order of purchase.

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                                                                              72

                  (c) Holders electing to have a Note purchased will be required
to surrender the Note, 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. Each Holder will be entitled to withdraw its election if the
Company receives, not later than one Business Day prior to the purchase date, a
telegram, telex, facsimile transmission or letter from such Holder setting forth
the name of such Holder, the principal amount of the Note or Notes which were
delivered for purchase by such Holder and a statement that such Holder is
withdrawing his election to have such Note or Notes purchased.

                  (d) Prior to mailing a Change of Control Offer, and as a
condition to such mailing (i) the requisite holders of each issue of
Indebtedness issued under an indenture or other agreement that may be violated
by such payment shall have consented to such Change of Control Offer being made
and waived the event of default, if any, caused by the Change of Control or (ii)
the Company will repay all outstanding Indebtedness issued under an indenture or
other agreement that may be violated by a payment to the holders of Notes under
a Change of Control Offer or the Company must offer to repay all such
Indebtedness, and make payment to the holders of such Indebtedness that accept
such offer, and obtain waivers of any event of default from the remaining
holders of such Indebtedness. The Company covenants to effect such repayment or
obtain such consent within 90 days following any Change of Control, it being a
default of the Change of Control provisions of the Indenture if the Company
fails to comply with this Section 3.10.

                  (e) On or before the Change of Control Payment Date, the
Company shall: (i) accept for payment Notes or portions thereof (in integral
multiples of $1,000) tendered pursuant to the Change of Control Offer, (ii)
deposit with the Paying Agent money sufficient to pay the purchase price of all
Notes or portions thereof so accepted and (iii) deliver, or cause to be
delivered, to the Trustee, all Notes or portions thereof so accepted together
with an Officers' Certificate specifying the Notes or portions thereof accepted
for payment by the Company. The Paying Agent shall promptly mail, to the Holders
of Notes so accepted, payment in an amount equal to the purchase price, and the
Trustee shall promptly authenticate and deliver (or cause to be transferred by
book entry) to such Holders a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered; provided that each Note purchased
and each new Note issued shall be in a principal amount of $1,000 or integral
multiples thereof.

                  (f) If the Change of Control Payment Date is on or after an
interest record date and on or before the related interest payment date, any
accrued and unpaid interest, if any, will be paid to the person in whose name a
Note is registered at the close of business on such record date, and no
additional interest will be payable to Holders who tender pursuant to the Change
of Control Offer.

                  (g) The Company will publicly announce the results of the
Change of Control Offer on or as soon as practicable after the Change of Control
Payment Date.

                  (h) The Company will 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

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                                                                              73

and otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.

                  (i) The Company will 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 Notes pursuant to this
Section 3.10. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 3.10, the Company will
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Indenture by virtue thereof.

                  SECTION 3.11. Future Subsidiary Guarantors(a). After the
Issue Date, the Company will cause each Restricted Subsidiary which guarantees
obligations under a Credit Facility (other than guarantees by Foreign
Subsidiaries of obligations of Foreign Subsidiaries) or the 2000 Notes created
or acquired by the Company or one or more of its Restricted Subsidiaries to
execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which such
Subsidiary Guarantor will unconditionally Guarantee, on a joint and several
basis, the full and prompt payment of the principal of, premium, if any and
interest on the Notes on a senior basis.

                  SECTION 3.12. Limitation on Lines of Business. The Company
will not, and will not permit any Restricted Subsidiary to, engage in any
business other than a Related Business.

                  SECTION 3.13. Payments for Consent. Neither the Company nor
any of its Restricted Subsidiaries will, directly or indirectly, pay or cause to
be paid any consideration, whether by way of interest, fees or otherwise, to any
holder of any Notes for or as an inducement to any consent, waiver or amendment
of any of the terms or provisions of the Indenture or the Notes unless such
consideration is offered to be paid or is paid to all holders of the Notes that
consent, waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or amendment.

                  SECTION 3.14. Effectiveness of Covenants. The covenants
described in Sections 3.2, 3.3, 3.4, 3.7, 3.8, 3.9, 3.11 and 3.12 (the
"Suspended Covenants") will no longer be in effect upon the Company attaining
Investment Grade Status. If at any time the Company's credit rating is
downgraded from Investment Grade Status, then the Suspended Covenants will
thereafter be reinstated as if such covenants had never been suspended and be
applicable pursuant to the terms of the Indenture (including in connection with
performing any calculation or assessment to determine compliance with the terms
of the Indenture), unless and until the Company subsequently attains Investment
Grade Status (in which event the Suspended Covenants shall no longer be in
effect for such time that the Company maintains Investment Grade Status);
provided, however, that no Default, Event of Default or breach of any kind shall
be deemed to exist under the Indenture, the Notes or the Note Guarantees with
respect to the Suspended Covenants based on, and none of the Company or any of
its Subsidiaries shall bear any liability for, any actions taken or events
occurring after the Company attains Investment Grade Status and before any
reinstatement of such Suspended Covenants as provided above, or

<PAGE>

                                                                              74

any actions taken at any time pursuant to any contractual obligation arising
prior to such reinstatement, regardless of whether such actions or events would
have been permitted if the applicable Suspended Covenants remained in effect
during such period.

                  SECTION 3.15. Maintenance of Office or Agency. The Company
will maintain in The City of New York, an office or agency where the Notes may
be presented or surrendered for payment, where, if applicable, the Notes may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The office of the Trustee, at 101 Barclay Street, New York, New York
10286, shall be such office or agency of the Company for payment, unless the
Company shall designate and maintain some other office or agency for one or more
of such purposes. The Company will give prompt written notice to the Trustee of
any change in the location of any such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

                  The Company may also from time to time designate one or more
other offices or agencies (in or outside of The City of New York) where the
Notes may be presented or surrendered for any or all such purposes and may from
time to time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in The City of New York for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and any change in the location of any such other
office or agency.

                  SECTION 3.16. Money for Note Payments to Be Held in Trust. If
the Company shall at any time act as its own Paying Agent, it will, on or before
each due date of the principal of (or premium, if any) or interest on any of the
Notes, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal of (or premium, if any) or
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee in
writing of its action or failure to so act.

                  Whenever the Company shall have one or more Paying Agents for
the Notes, it will, on or before each due date of the principal of (or premium,
if any) or interest on any Notes, deposit with any Paying Agent a sum in same
day funds (or New York Clearing House funds if such deposit is made prior to the
date on which such deposit is required to be made) that shall be available to
the Trustee by 10:00 a.m. New York City time on such due date sufficient to pay
the principal (and premium, if any) or interest so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal, premium
or interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee in writing of such action or any failure to so act.

<PAGE>

                                                                              75

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

                  (a)      hold all sums held by it for the payment of the
         principal of (and premium, if any) or interest on Notes in trust for
         the benefit of the Persons entitled thereto until such sums shall be
         paid to such Persons or otherwise disposed of as herein provided;

                  (b)      give the Trustee prompt written notice of any default
         by the Company (or any other obligor upon the Notes) in the making of
         any payment of principal (and premium, if any) or interest; and

                  (c)      at any time during the continuance of any such
         default, upon the written request of the Trustee, forthwith pay to the
         Trustee all sums so held in trust by such Paying Agent.

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such sums.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (or
premium, if any) or interest on any Note and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Order, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment to the Company, shall at the expense of the
Company cause to be published once, in a leading daily newspaper (if
practicable, The Wall Street Journal (Eastern Edition)) printed in the English
language and of general circulation in New York City, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication nor shall it be later than
two years after such principal (or premium, if any) or interest shall have
become due and payable, any unclaimed balance of such money then remaining will
be repaid to the Company.

                  SECTION 3.17. Corporate Existence. Subject to Article IV, the
Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence and that of each Restricted
Subsidiary and the corporate rights (charter and statutory) licenses and
franchises of the Company and each Restricted Subsidiary; provided, however,
that the Company shall not be required to preserve any such existence (except
the

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                                                                              76

Company), right, license or franchise if the Board of Directors of the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and each of its Restricted Subsidiaries,
taken as a whole, and that the loss thereof is not, and will not be,
disadvantageous in any material respect to the Holders.

                  SECTION 3.18. Payment of Taxes and Other Claims. The Company
will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (i) all material taxes, assessments and governmental charges
levied or imposed upon the Company or any Subsidiary or upon the income, profits
or property of the Company or any Subsidiary and (ii) all lawful claims for
labor, materials and supplies, which, if unpaid, might by law become a material
liability or lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and for which appropriate reserves, if necessary (in the good faith
judgment of management of the Company) are being maintained in accordance with
GAAP.

                  SECTION 3.19. Maintenance of Properties. The Company will
cause all material properties owned by the Company or any Restricted Subsidiary
or used or held for use in the conduct of its business or the business of any
Restricted Subsidiary to be maintained and kept in normal condition, repair and
working order and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly conducted at all times; provided, however, that
nothing in this Section shall prevent the Company or any of its Restricted
Subsidiaries from discontinuing the maintenance of any of such properties if
such discontinuance is, in the judgment of the Company, desirable in the conduct
of its business or the business of any Restricted Subsidiary and not adverse in
any material respect to the Holders.

                  SECTION 3.20. Insurance. To the extent available at
commercially reasonable rates, the Company will maintain, and will cause its
Restricted Subsidiaries to maintain, insurance with responsible carriers against
such risks and in such amounts, and with such deductibles, retentions,
self-insured amounts and co-insurance provisions, as are customarily carried by
similar businesses, of similar size in their country of organization, including
professional and general liability, property and casualty loss, workers'
compensation and interruption of business insurance. In the event the Company
determines that insurance satisfying the first sentence of this Section 3.20 is
not available at commercially reasonable rates, it shall provide an Officer's
Certificate to such effect to the Trustee and the Trustee may conclusively rely
on the determinations set forth therein.

                  SECTION 3.21. Compliance with Laws. The Company shall comply,
and shall cause each of its Restricted Subsidiaries to comply, with all
applicable statutes, rules, regulations, orders and restrictions of the United
States of America, all states and municipalities thereof, and of any
governmental regulatory authority, in respect of the conduct of their respective
businesses and the ownership of their respective properties, except for such

<PAGE>

                                                                              77

noncompliances as would not in the aggregate have a material adverse effect on
the financial condition or results of operations of the Company and its
Restricted Subsidiaries, taken as a whole.

                  SECTION 3.22. Compliance Certificate. The Company shall
deliver to the Trustee within 120 days after the end of each Fiscal Year of the
Company a certificate executed by the Company's principal executive officer,
principal accounting officer or principal financial officer stating that in the
course of the performance by the signer of his or her duties as such officer he
or she would normally have knowledge of any Default or Event of Default and
whether or not the signer knows of any Default or Event of Default that occurred
during such period. If he or she does, the certificate shall describe the
Default or Event of 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). An Officer's Certificate shall also notify the Trustee should
the then current Fiscal Year be changed to end on any date other than on the
date as herein defined.

                  SECTION 3.23. Further Instruments and Acts. Upon request of
the Trustee, the Company will execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

                  SECTION 3.24. Liquidated Damages Notices. In the event that
the Company is required to pay penalty interest to Holders of Notes pursuant to
the Registration Rights Agreement, the Company will provide written notice
("Penalty Interest Notice") to the Trustee of its obligation to pay penalty
interest no later than five Business Days prior to the proposed payment date set
for the amount of penalty interest, and the Penalty Interest Notice shall set
forth the amount of penalty interest to be paid by the Company on such Payment
Date. The Trustee shall not at any time be under any duty or responsibility to
any holder of Notes to determine the penalty interest, or with respect to the
nature, extent, or calculation of the amount of penalty interest when made, or
with respect to the method employed in such calculation of the penalty interest.

                                   ARTICLE IV

                    Successor Company and Successor Guarantor

                  SECTION 4.1. Merger and Consolidation. The Company will not
consolidate with or merge with or into, or convey, transfer or lease all or
substantially all its assets to, any Person, unless:

         (i)      the resulting, surviving or transferee Person (the "Successor
                  Company") will be a corporation, partnership, trust or limited
                  liability company organized and existing under the laws of the
                  United States of America, any State of the United States or

<PAGE>

                                                                              78

                  the District of Columbia and the Successor Company (if not the
                  Company) will expressly assume, by supplemental indenture,
                  executed and delivered to the Trustee, in form satisfactory to
                  the Trustee, all the obligations of the Company under the
                  Notes and the Indenture, provided that if the Successor
                  Company is not a corporation, then a co-issuer of the Notes
                  shall be created that is a corporation and organized and
                  existing under the laws of the United States of America, any
                  State of the United States or the District of Columbia;

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

         (iii)    immediately after giving effect to such transaction, the
                  Successor Company would be able to Incur at least an
                  additional $1.00 of Indebtedness pursuant to paragraph (a) of
                  Section 3.3;

         (iv)     each Subsidiary Guarantor (unless it is the other party to the
                  transactions above, in which case clause (i) shall apply)
                  shall have by supplemental indenture confirmed that its
                  Subsidiary Guarantee shall apply to such Person's obligations
                  in respect of the Indenture and the Notes and its obligations
                  under the Registration Rights Agreement shall continue to be
                  in effect; and

         (v)      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.

         For purposes of this Article IV, 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 will succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture, but, in the
case of a lease of all or substantially all its assets, the predecessor Company
will not be released from the obligation to pay the principal of and interest on
the Notes. Solely for the purpose of computing amounts described in clause
(3)(c)(ii) of Section 3.4(a), the Successor Company shall only be deemed to have
succeeded and be substituted for consolidation, combination or transfer of
assets.

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

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                                                                              79

the Company and (y) the Company may merge with an Affiliate incorporated solely
for the purpose of reincorporating the Company in another jurisdiction so long
as the amount of Indebtedness of the Company and its Restricted Subsidiaries is
not increased thereby.

         In addition, the Company will not permit any Subsidiary Guarantor to
consolidate with or merge with or into any person (other than another Subsidiary
Guarantor) and will not permit the sale, conveyance, transfer or lease of all or
substantially all of the assets of any Subsidiary Guarantor unless: (i) (a) the
resulting, surviving or transferee Person (the "Successor Guarantor") will be a
corporation, partnership, trust or limited liability company organized and
existing under the laws of the United States of America, any State of the United
States or the District of Columbia and such Person (if not such Subsidiary
Guarantor) will expressly assume, by supplemental indenture, executed and
delivered to the Trustee, all the obligations of such Subsidiary Guarantor under
its Subsidiary Guarantee; (b) immediately after giving effect to such
transaction (and treating any Indebtedness that becomes an obligation of the
Successor Guarantor, surviving or transferee Person or any Restricted Subsidiary
as a result of such transaction as having been Incurred by such Successor
Guarantor or such Restricted Subsidiary at the time of such transaction), no
Default or Event of Default shall have occurred and be continuing; and (c) the
Company will 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 the Indenture; or (ii) the
transaction is made in compliance with Section 3.8.

                                    ARTICLE V

                               Redemption of Notes

                  SECTION 5.1. Optional Redemption. The Notes may be redeemed,
as a whole or from time to time in part, subject to the conditions and at the
redemption prices specified in paragraph 5 of the form of Notes set forth in
Exhibit A and Exhibit B hereto, which are hereby incorporated by reference and
made a part of this Indenture, together with accrued and unpaid interest to the
Redemption Date.

                  SECTION 5.2. Applicability of Article. Redemption of Notes at
the election of the Company or otherwise, as permitted or required by any
provision of this Indenture, shall be made in accordance with such provision and
this Article.

                  SECTION 5.3. Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Notes pursuant to Section 5.1 shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company, the Company shall, upon not later than the earlier of the date that
is 45 days prior to the Redemption Date fixed by the Company or the date on
which notice is given to the Holders (except as provided in Section 5.5 or
unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Notes to be
redeemed and shall deliver to the Trustee such documentation and records as
shall enable the Trustee to select the Notes to be redeemed

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                                                                              80

pursuant to Section 5.4. Any such notice may be cancelled at any time prior to
notice of such redemption being mailed to any Holder and shall thereby be void
and of no effect.

                  SECTION 5.4. Selection by Trustee of Notes to Be Redeemed. If
less than all the Notes are to be redeemed at any time pursuant to an optional
redemption, the particular Notes to be redeemed shall be selected not more than
60 days prior to the Redemption Date by the Trustee, from the outstanding Notes
not previously called for redemption, in compliance with the requirements of the
principal securities exchange, if any, on which such Notes are listed, or, if
such Notes are not so listed, on a pro rata basis among the classes of Notes, by
lot or by such other method as the Trustee shall deem fair and appropriate (and
in such manner as complies with applicable legal requirements) and which may
provide for the selection for redemption of portions of the principal of the
Notes; provided, however, that no such partial redemption shall reduce the
portion of the principal amount of a Note not redeemed to less than $1,000.

                  The Trustee shall promptly notify the Company in writing of
the Notes selected for redemption and, in the case of any Notes selected for
partial redemption, the method it has chosen for the selection of Notes and the
principal amount thereof to be redeemed.

                  For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to redemption of Notes shall relate,
in the case of any Note redeemed or to be redeemed only in part, to the portion
of the principal amount of such Note which has been or is to be redeemed.

                  SECTION 5.5. Notice of Redemption. Notice of redemption shall
be given in the manner provided for in Section 11.2 not less than 30 nor more
than 60 days prior to the Redemption Date, to each Holder of Notes to be
redeemed. At the Company's request, the Trustee shall give notice of redemption
in the Company's name and at the Company's expense; provided, however, that the
Company shall deliver to the Trustee, at least 35 days prior to the Redemption
Date, an Officers' Certificate requesting that the Trustee give such notice at
the Company's expense and setting forth the information to be stated in such
notice as provided in the following items.

                  All notices of redemption shall state:

                  (i)      the Redemption Date,

                  (ii)     the redemption price and the amount of accrued
                             interest to the Redemption Date payable as provided
                             in Section 5.7, if any,

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

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                                                                              81

                  (iv)     in case any Note is to be redeemed in part only, the
                             notice which relates to such Note shall state that
                             on and after the Redemption Date, upon surrender of
                             such Note, the Holder will receive, without charge,
                             a new Note or Notes of authorized denominations for
                             the principal amount thereof remaining unredeemed,

                  (v)      that on the Redemption Date the redemption price (and
                             accrued interest, if any, to the Redemption Date
                             payable as provided in Section 5.7) will become due
                             and payable upon each such Note, or the portion
                             thereof, to be redeemed, and, unless the Company
                             defaults in making the redemption payment, that
                             interest on Notes called for redemption (or the
                             portion thereof) will cease to accrue on and after
                             said date,

                  (vi)     the place or places where such Notes are to be
                             surrendered for payment of the redemption price and
                             accrued interest, if any,

                  (vii)    the name and address of the Paying Agent,

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

                  (ix)     the CUSIP number, that no representation is made as
                             to the accuracy or correctness of the CUSIP number,
                             if any, listed in such notice or printed on the
                             Notes, and any redemption shall not be affected by
                             any defect in such CUSIP numbers, and

                  (x)      the paragraph of the Notes pursuant to which the
                             Notes are to be redeemed.

                  SECTION 5.6. Deposit of Redemption Price. Prior to any
Redemption Date, the Company shall 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 as provided in Section 2.4) an amount of money sufficient to pay the
redemption price of, and accrued interest on, all the Notes which are to be
redeemed on that date, other than Notes or portions of Notes called for
redemption that are beneficially owned by the Company and have been delivered by
the Company to the Trustee for cancellation.

                  SECTION 5.7. Notes Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Notes or portions of Notes so to
be redeemed shall, on the Redemption Date, become due and payable at the
redemption price therein specified (together with accrued interest, if any, to
the Redemption Date), and from and after such date (unless the Company shall
default in the payment of the redemption price and accrued interest) such Notes
shall cease to bear interest. Upon surrender of any such Note for redemption in
accordance with said notice, such Note shall be paid by the Company at the
redemption price, together with accrued interest, if any, to the Redemption Date
(subject to the rights of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date).

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                                                                              82

                  If any Note called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate borne by the
Notes.

                  SECTION 5.8. Notes Redeemed in Part. Any Note which is to be
redeemed only in part (pursuant to the provisions of this Article) shall be
surrendered at the office or agency of the Company maintained for such purpose
pursuant to Section 3.15 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and make available for delivery to the Holder of such
Note at the expense of the Company, a new Note or Notes, of any authorized
denomination as requested by such Holder, in an aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Note so
surrendered, provided, that each such new Note will be in a principal amount of
$1,000 or integral multiple thereof.

                                   ARTICLE VI

                              Defaults and Remedies

                  SECTION 6.1. Events of Default. An "Event of Default" occurs
if:

                  (1) the Company defaults in any payment of interest or
         additional interest (as required by a Registration Rights Agreement) on
         any Note when the same becomes due and payable, and such default
         continues for a period of 30 days;

                  (2) the Company defaults in the payment of the principal of or
         premium, if any, on any Note when the same becomes due and payable at
         its Stated Maturity, upon optional redemption, required repurchase,
         upon declaration or otherwise;

                  (3) the Company or any Subsidiary Guarantor fails to comply
         with Article IV;

                  (4) the Company fails to comply with Section 3.2, 3.3, 3.4,
         3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12 or 3.13 (in each case other
         than a failure to repurchase Notes when required pursuant to Section
         3.8 or 3.10, which failure shall constitute an Event of Default under
         Section 6.1(2)) and such failure continues for 30 days after the notice
         specified below;

                  (5) the Company defaults in the performance of or a breach by
         the Company of any other covenant or agreement in this Indenture or
         under the Notes (other than those referred to in (1), (2), (3) or (4)
         above) and such default continues for 60 days after the notice
         specified below;

                  (6) default under any mortgage, indenture or instrument under
         which there may be issued or by which there may be outstanding, or by
         which there may be secured or

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                                                                              83

         evidenced any Indebtedness for money borrowed by the Company or any of
         its Restricted Subsidiaries (or the payment of which is Guaranteed by
         the Company or any of its Restricted Subsidiaries), other than
         Indebtedness owed to the Company or a Restricted Subsidiary, whether
         such Indebtedness or Guarantee now exists, or is created after the date
         of this Indenture, which default:

                  (a) is caused by a failure to pay any Indebtedness at maturity
                  (after giving effect to any applicable grace period provided
                  in such Indebtedness) ("payment default") or

                  (b) results in the acceleration of such Indebtedness prior to
                  its maturity (the "cross acceleration provision");

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

                  (7) the Company or a Significant Subsidiary (other than a
         Receivables Entity) or a group of Restricted Subsidiaries (other than
         Receivables Entities) that, taken together (as of the latest audited
         consolidated financial statements for the Company and its Restricted
         Subsidiaries) would constitute a Significant Subsidiary pursuant to or
         within the meaning of any Bankruptcy Law (as defined below):

                           (A)       commences a voluntary case;

                           (B)       consents to the entry of a judgment, decree
                  or order for relief against it in an involuntary case;

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

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

                           (E)       consents to or acquiesces in the
                  institution of a bankruptcy or an insolvency proceeding
                  against it; or

                           (F)       takes any corporate action to authorize or
                  effect any of the foregoing;

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

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

                           (A)       is for relief against the Company or any
                  Significant Subsidiary (other than
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                                                                              84

                  a Receivables Entity) or a group of Restricted Subsidiaries
                  (other than Receivables Entities) that, taken together (as of
                  the latest audited consolidated financial statements for the
                  Company and its Restricted Subsidiaries) would constitute a
                  Significant Subsidiary in an involuntary case;

                           (B)       appoints a Custodian of the Company or any
                  Significant Subsidiary (other than a Receivables Entity) or a
                  group of Restricted Subsidiaries (other than Receivables
                  Entities) that, taken together (as of the latest audited
                  consolidated financial statements for the Company and its
                  Restricted Subsidiaries) would constitute a Significant
                  Subsidiary or for any substantial part of its or their
                  property; or

                           (C)       orders the winding up or liquidation of the
                  Company or any Significant Subsidiary(other than a Receivables
                  Entity) or a group of Restricted Subsidiaries (other than
                  Receivables Entities) that, taken together (as of the latest
                  audited consolidated financial statements for the Company and
                  its Restricted Subsidiaries) would constitute a Significant
                  Subsidiary;

         or any similar relief is granted under any foreign laws and the order,
         decree or relief remains unstayed and in effect for 60 days;

                  (9) failure by the Company or any Restricted Subsidiary to pay
         final judgments aggregating in excess of $20.00 million (net of any
         amounts that a reputable and creditworthy insurance company has
         acknowledged liability for in writing), if (A) an enforcement
         proceeding thereon is commenced and not discharged within 10 days or
         (B) such judgment remains outstanding for a period of 60 days and is
         not paid, discharged, stayed or bonded (the "judgment default
         provision"); or

                  (10) any Subsidiary Guarantee of a Significant Subsidiary or
         group of Restricted Subsidiaries that taken together as of the latest
         audited consolidated financial statements for the Company and its
         Restricted Subsidiaries would constitute a Significant Subsidiary
         and/or the Parent Guarantee ceases to be in full force and effect
         (except as contemplated by the terms of the Indenture) or is declared
         null and void in a judicial proceeding or any Subsidiary Guarantor that
         is a Significant Subsidiary or group of Subsidiary Guarantors that
         taken together as of the latest audited consolidated financial
         statements of the Company and its Restricted Subsidiaries would
         constitute a Significant Subsidiary denies or disaffirms its
         obligations under the Indenture or its Subsidiary Guarantee or the
         Parent denies or disaffirms its obligations under the Indenture or the
         Parent Guarantee, except in each case, in connection with a release of
         Guarantee in accordance with the terms of this Indenture.

                  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.

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                                                                              85

                  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.

                  Notwithstanding the foregoing, a Default under clause (4) or
(5) of this Section 6.1 will not constitute an Event of Default until the
Trustee or the Holders of at least 25% in principal amount of the outstanding
Notes notify the Company of the Default and the Company does not cure such
Default within the time specified in said clause (4) or (5) 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, promptly upon
becoming aware of any occurrence thereof, written notice in the form of an
Officers' Certificate of any Event of Default under clauses (3), (4), (5), (6),
(7), (8), (9) or (10) of this Section 6.1.

                  SECTION 6.2. Acceleration. If an Event of Default (other than
an Event of Default specified in Section 6.1(7) or (8)) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in outstanding principal amount of the Notes by notice to the Company and the
Trustee, may, and the Trustee at the request of such Holders shall, declare the
principal of, premium, if any, and accrued but unpaid interest on all the Notes
to be due and payable. Upon such a declaration, such principal, premium and
interest shall be immediately due and payable. In the event of a declaration of
acceleration because an Event of Default set forth in Section 6.1(6) above has
occurred and is continuing, such declaration of acceleration shall be
automatically rescinded and annulled if the event of default or payment default
triggering such Event of Default pursuant to Section 6.1(6) shall be remedied or
cured by the Company and/or the relevant Significant Subsidiaries or waived by
the holders of the relevant Indebtedness within 30 days after the declaration of
acceleration with respect thereto and if (1) the annulment of the acceleration
of the Notes would not conflict with any judgment or decree of a court of
competent jurisdiction and (2) all existing Events of Default, except for
nonpayment of principal, premium, or interest on the Notes that became due
solely because of the acceleration of the Notes, have been cured or waived. If
an Event of Default specified in Section 6.1(7) or (8) occurs and is continuing,
the principal of, premium, if any, and accrued and unpaid interest on all the
Notes will become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holders. The Holders of a majority
in principal amount of the Notes then outstanding by notice to the Trustee may
waive all past defaults (except with respect to nonpayment of principal, premium
or interest) and rescind an acceleration with respect to the Notes and its
consequences if (i) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction and (ii) all existing Events of
Default, other than the nonpayment of principal of, premium, if any, and
interest on the Notes that have become due solely because of such acceleration,
have been cured or waived. No such rescission shall affect any subsequent
Default or Event of Default or impair any right consequent thereto.

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                                                                              86

                  SECTION 6.3. 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 Notes or to enforce the performance
of any provision of the Notes or this Indenture.

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

                  SECTION 6.4. Waiver of Past Defaults. The Holders of a
majority in principal amount of the Notes by notice to the Trustee may waive
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes) an existing Default or Event
of Default and its consequences except (i) a Default or Event of Default in the
payment of the principal of or interest on a Note or (ii) a Default or Event of
Default in respect of a provision that under Section 9.2 cannot be amended
without the consent of each Noteholder affected. When a Default or Event of
Default is waived, it is deemed cured, but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any consequent right.

                  SECTION 6.5. Control by Majority. The Holders of a majority in
principal amount of the Notes then outstanding 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 Sections 7.1 and 7.2, that the Trustee determines is unduly
prejudicial to the rights of other Noteholders 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 under this Indenture, 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 6.6. Limitation on Suits. A Noteholder may not pursue
any remedy with respect to this Indenture or the Notes 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 outstanding principal
         amount of the Notes 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

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                                                                              87

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

                  A Noteholder may not use this Indenture to prejudice the
rights of another Noteholder or to obtain a preference or priority over another
Noteholder (it being understood that the Trustee does not have an affirmative
duty to ascertain whether or not such actions or forbearances are unduly
prejudicial to such Holders).

                  SECTION 6.7. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of, premium (if any) or interest on the Notes
held by such Holder, on or after the respective due dates expressed in the
Notes, 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 6.8. Collection Suit by Trustee. If an Event of
Default specified in Section 6.1(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 7.7.

                  SECTION 6.9. Trustee May File Proofs of Claim. The Trustee may
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements, and advances of the
Trustee, its agents and counsel) and the Holders allowed in any judicial
proceeding relative to the Company or the Subsidiaries (or any other obligor
upon the Securities), their creditors or their property and shall be entitled
and empowered to collect and receive any monies or other property payable or
deliverable on any such claim and to distribute the same, and any custodian in
any such judicial proceedings is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements, and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee hereunder. Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

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

                  First:   to the Trustee for amounts due under Section 7.7;

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                                                                              88

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

                  Third:   to the Company.

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

                  SECTION 6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by the Company, a suit by a Holder
pursuant to Section 6.7 or a suit by Holders of more than 10% in outstanding
principal amount of the Notes.

                                   ARTICLE VII

                                     Trustee

                  SECTION 7.1. 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; provided that if an Event of
Default occurs and is continuing, the Trustee will be under no obligation to
exercise any of the rights or powers under this Indenture at the request or
direction of any of the Holders unless such Holders have offered the Trustee
indemnity or security reasonably satisfactory to the Trustee against loss,
liability or expense.

                  (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, in the case of any such certificates or
         opinions which by any

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                                                                              89

         provisions hereof are specifically required to be furnished to the
         Trustee, the Trustee shall examine such certificates and opinions to
         determine whether or not they conform to the requirements of this
         Indenture (but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein).

                  (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
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 Responsible Officer unless it is proved that
         the Trustee was negligent in ascertaining the pertinent facts; and

                  (3) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.5.

                  (d) 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.

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

                  (f) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any 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.

                  (g) 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.

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

                  SECTION 7.2. Rights of Trustee. (a) The Trustee may
conclusively rely and shall be protected in acting or refraining from acting
upon any paper or document believed by it to be genuine and to have been signed
or presented by the proper Person or Persons. The Trustee need not investigate
any fact or matter stated in the document.

<PAGE>

                                                                              90

                  (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 its attorneys and agents and
shall not be responsible for the misconduct or negligence of any attorney or
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 willful misconduct or negligence.

                  (e) The Trustee may consult with counsel of its selection, and
the advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Notes 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.

                  (f) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, notice, request, direction, consent, order, bond or other
paper or document; but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit and, if
the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the Company at
reasonable times and in a reasonable manner, personally or by agent or attorney
at the sole cost of the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation.

                  (g) The Trustee shall not be deemed to have knowledge of any
Default or Event of Default except (i), during any period it is serving as
Registrar and Paying Agent for the Notes, any Event of Default occurring
pursuant to Section 6.1(1) and 6.1(2), or (ii) any Default or Event of Default
of which a Responsible Officer shall have received written notification or
obtained "actual knowledge." "Actual knowledge" shall mean the actual fact or
statement of knowing by a Responsible Officer without independent investigation
with respect thereto.

                  (h) Delivery of the reports, information and documents to the
Trustee pursuant to Section 3.2 is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

                  (i) In no event shall the Trustee be responsible or liable for
special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action.

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                                                                              91

                  (j) The rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder.

                  (k) The Trustee may request that the Company deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

                  SECTION 7.3. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or 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. In addition, the Trustee shall be permitted
to engage in transactions with the Company; provided, however, that if the
Trustee acquires any conflicting interest the Trustee must (i) eliminate such
conflict within 90 days of acquiring such conflicting interest, (ii) apply to
the SEC for permission to continue acting as Trustee or (iii) resign.

                  SECTION 7.4. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company's use
of the Notes or the proceeds from the Notes, and it shall not be responsible for
any statement of the Company in this Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Trustee's
certificate of authentication or for the use or application of any funds
received by any Paying Agent other than the Trustee.

                  SECTION 7.5. Notice of Defaults. If a Default or Event of
Default occurs and is continuing and if a Responsible Officer has actual
knowledge thereof, the Trustee shall mail to each Noteholder notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium (if any),
or interest on any Note (including payments pursuant to the required repurchase
provisions of such Note, if any), the Trustee may withhold the notice if and so
long as its board of directors, a committee of its board of directors or a
committee of its Responsible Officers and/or a Responsible Officer in good faith
determines that withholding the notice is in the interests of Noteholders.

                  SECTION 7.6. 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 Noteholder a brief report dated as of such May 15 that
complies with TIA Section 313(a), if and to the extent such report may be
required by the TIA. The Trustee also shall comply with TIA Section 313(b). The
Trustee shall also transmit by mail all reports required by TIA Section 313(c).

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                                                                              92

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

                  SECTION 7.7. Compensation and Indemnity. The Company shall pay
to the Trustee from time to time such compensation for its services as the
parties shall agree in writing from time to time. 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, but not limited to,
costs of collection, costs of preparing and reviewing reports, certificates and
other documents, costs of preparation and mailing of notices to Noteholders and
reasonable costs of counsel retained by the Trustee in connection with the
delivery of an Opinion of Counsel or otherwise, in addition to the compensation
for its services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee's agents, counsel,
accountants and experts. The Company shall indemnify the Trustee, and each of
its officers, directors, counsel and agents, against any and all loss, liability
or expense (including, but not limited to, reasonable attorneys' fees and
expenses) incurred by it in connection with the administration of this trust and
the performance of its duties hereunder, including the costs and expenses of
enforcing this Indenture (including this Section 7.7) and of defending itself
against any claims (whether asserted by any Noteholder, the Company or
otherwise). 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 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 willful misconduct, negligence or bad faith, subject to the
exceptions contained in Section 7.1(c) hereof.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Notes on all money or property held
or collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Notes. The Trustee's right to receive
payment of any amounts due under this Section 7.7 shall not be subordinate to
any other liability or indebtedness of the Company.

                  The Company's payment obligations pursuant to this Section and
any lien arising hereunder shall survive the discharge of this Indenture and the
resignation or removal of the Trustee. When the Trustee incurs expenses after
the occurrence of a Default specified in Section 6.1(7) or (8) with respect to
the Company, the expenses are intended to constitute expenses of administration
under any Bankruptcy Law.

                  SECTION 7.8. 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 Notes may remove the Trustee by so notifying the Company and the
Trustee in writing and may appoint a successor Trustee. The Company shall remove
the Trustee if:

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                                                                              93

                  (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 or is removed by the Company or by the
Holders of a majority in principal amount of the Notes 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 Noteholders. 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 7.7.

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

                  If the Trustee fails to comply with Section 7.10, unless the
Trustee's duty to resign is stayed as provided in TIA Section 310(b), any
Noteholder 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 7.8, the Company's obligations under Section 7.7 shall continue for
the benefit of the retiring Trustee.

                  SECTION 7.9. 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 Notes 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 Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes 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

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                                                                              94

force which it is anywhere in the Notes 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 million as set forth in its
most recent filed annual report of condition. The Trustee shall comply with TIA
Section 310(b).

                  SECTION 7.11. Preferential Collection of Claims Against
Company. If and when the Trustee shall be or become a creditor of the 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 VIII

                       Discharge of Indenture; Defeasance

                  SECTION 8.1. Discharge of Liability on Notes; Defeasance. (a)
Subject to Section 8.1(c), when (i)(x) the Company delivers to the Trustee all
outstanding Notes (other than Notes replaced pursuant to Section 2.9) for
cancellation or (y) all outstanding Notes not theretofore delivered for
cancellation have become due and payable at maturity, whether at maturity or
upon redemption or will become due and payable within one year or are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption pursuant to Article V hereof and
the Company or any Guarantor irrevocably deposits or causes to be deposited with
the Trustee as trust funds in trust solely for the benefit of the Holders money
in U.S. dollars, non-callable U.S. Government Obligations, or a combination
thereof, in such amounts as will be sufficient without consideration of any
reinvestment of interest to pay and discharge the entire indebtedness on such
Notes not theretofore delivered to the Trustee for cancellation for principal,
premium, if any, and accrued interest to the date of maturity or redemption;
(ii) no Default or Event of Default shall have occurred and be continuing on the
date of such deposit or shall occur as a result of such deposit and such deposit
will not result in a breach or violation of, or constitute a default under, any
other instrument to which the Company or any Guarantor is a party or by which
the Company or any Guarantor is bound; (iii) the Company or any Guarantor has
paid or cause to be paid all sums payable under this Indenture and the Notes;
and (iv) the Company has delivered irrevocable instructions to the Trustee under
this Indenture to apply the deposited money toward the payment of such Notes at
maturity or the Redemption Date, as the case may be, then 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
stating that all conditions precedent specified herein relating to the
satisfaction and discharge of this Indenture have been complied with) at the
cost and expense of the Company.

                  (b) Subject to Sections 8.1(c) and 8.2, the Company at its
option and at any time may terminate (i) all the obligations of the Company and
any Guarantor under the Notes and this

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                                                                              95

Indenture ("legal defeasance option"), and after giving effect to such legal
defeasance, any omission to comply with such obligations shall no longer
constitute a Default or Event of Default or (ii) the obligations of the Company
and any Subsidiary Guarantor under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8,
3.9, 3.10, 3.11, 3.12, 3.13 and 4.1(iii) and the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant or provision, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or provision or by
reason of any reference in any such covenant to any other provision herein or in
any other document and such omission to comply with such covenants or provisions
shall no longer constitute a Default or an Event of Default under Section 6.1(3)
, 6.1(4), 6.1(5), 6.1(6), 6.1(7) (but only with respect to a Significant
Subsidiary or a group of Restricted Subsidiaries that would constitute a
Significant Subsidiary) and 6.1(8) (but only with respect to a Significant
Subsidiary or group of Restricted Subsidiaries that would constitute a
Significant Subsidiary) ("covenant defeasance option"), but except as specified
above, the remainder of this Indenture and the Notes shall be unaffected
thereby. 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 Notes may not be accelerated because of an Event of Default, and the
Notes Guarantees in effect at such time shall terminate. If the Company
exercises its covenant defeasance option, payment of the Notes may not be
accelerated because of an Event of Default specified in Sections 6.1(3), 6.1(4)
(as such Section relates to Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9,
3.10, 3.11, 3.12 and 3.13), 6.1(5), 6.1(6), 6.1(7) (but only with respect to a
Significant Subsidiary or a group of Restricted Subsidiaries that would
constitute a Significant Subsidiary), 6.1(8) (but only with respect to a
Significant Subsidiary or a group of Restricted Subsidiaries that would
constitute a Significant Subsidiary), 6.1(9) and 6.1(10) or because of the
failure to comply with clause (iii) of Article IV.

                  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 the provisions of Sections 8.1(a) and (b),
the Company's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 7.1,
7.2, 7.7, 7.8, 8.4, 8.5 and 8.6 shall survive until the Notes have been paid in
full. Thereafter, the Company's obligations in Sections 7.7, 8.4 and 8.5 shall
survive.

                  SECTION 8.2. 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
         for the benefit of the Holders money in U.S. dollars or U.S. Government
         Obligations or a combination thereof the principal of and interest
         (without reinvestment) on which will be sufficient, or a combination
         thereof sufficient, for the payment of principal of and interest on the
         Notes to maturity;

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                                                                              96

                  (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 Notes to maturity;
                  (3) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit (other than a Default or Event
         of Default with respect to this Indenture resulting from the incurrence
         of Indebtedness, all or a portion of which will be used to defease the
         Notes concurrently with such incurrence);

                  (4) such legal defeasance or covenant defeasance shall not
         result in a breach or violation of, or constitute a Default under this
         Indenture or any other material agreement or instrument to which the
         Company or any of its Subsidiaries is a party or by which the Company
         or any of its Subsidiaries is bound;

                  (5) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that (A) the Notes and (B) assuming no
         intervening bankruptcy of the Company between the date of deposit and
         the 91st day following the deposit and that no Holder of the Notes is
         an insider of the Company, after the 91st day following the deposit,
         the trust funds will not be subject to the effect of any applicable
         bankruptcy, insolvency, reorganization or similar laws affecting
         creditors' right generally;

                  (6) the deposit does not constitute a default under any other
         agreement binding on the Company;

                  (7) 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;

                  (8) in the case of the legal defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel in the United
         States stating that (i) the Company has received from, or there has
         been published by, the Internal Revenue Service a ruling, or (ii) since
         the date of this Indenture there has been a change in the applicable
         federal income tax law, in either case to the effect that, and based
         thereon such Opinion of Counsel shall confirm that, the Noteholders
         will not recognize income, gain or loss for federal income tax purposes
         as a result of such legal defeasance and will be subject to federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such legal defeasance had not
         occurred;

                  (9) in the case of the covenant defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel in the United
         States to the effect that the Noteholders 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

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                                                                              97

         amounts, in the same manner and at the same times as would have been
         the case if such covenant defeasance had not occurred; and

                  (10) 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 Notes and this
         Indenture as contemplated by this Article VIII have been complied with.

                  SECTION 8.3. Application of Trust Money. The Trustee shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to
this Article VIII. 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 Notes.

                  SECTION 8.4. Repayment to Company. Anything herein to the
contrary notwithstanding, the Trustee shall deliver or pay to the Company from
time to time upon Company Order any money or U.S. Government Obligations held by
it as provided in this Article VIII which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect legal defeasance
or covenant defeasance, as applicable, provided that the Trustee shall not be
required to liquidate any U.S. Government Obligations in order to comply with
the provisions of this paragraph.

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

                  SECTION 8.5. Indemnity for U.S. 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 8.6. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article VIII 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 obligations of the Company under
this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to this Article VIII 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 VII; provided, however, that, if the
Company has made any payment of interest on or principal of any Notes because of
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or
U.S. Government Obligations held by the Trustee or Paying Agent.

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                                                                              98

                                   ARTICLE IX

                                   Amendments

                  SECTION 9.1. Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Notes without notice to or consent of
any Noteholder:

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

                  (2) to comply with Article IV in respect of the assumption by
         a Successor Company of an obligation of the Company under this
         Indenture;

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

                  (4) to add Guarantees with respect to the Notes, to secure the
         Notes or to release a Subsidiary Guarantor upon its designation as an
         Unrestricted Subsidiary; provided, however, that the designation is
         made in accordance with the applicable provision of this Indenture;

                  (5) secure the Notes;

                  (6) to add additional Events of Default with respect to the
         Notes;

                  (7) to evidence and provide for successor trustees;

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

                  (9) to comply with any requirements of the SEC in connection
         with qualifying this Indenture under the TIA;

                  (10) to make any change that does not adversely affect the
         rights of any Noteholder; or

                  (11) to provide for the issuance of the Exchange Notes, which
         will have terms substantially identical in all material respects to the
         Initial Notes (except that the transfer restrictions contained in the
         Initial Notes will be modified or eliminated, as appropriate), and
         which will be treated, together with any outstanding Initial Notes, as
         a single issue of securities.

                  After an amendment under this Section becomes effective, the
Company shall mail to Noteholders a notice briefly describing such amendment.
The failure to give such notice

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                                                                              99

to all Noteholders, or any defect therein, shall not impair or affect the
validity of an amendment under this Section.

                  SECTION 9.2. With Consent of Holders. The Company and the
Trustee may amend this Indenture or the Notes without notice to any Noteholder
but with the written consent of the Holders of at least a majority in principal
amount of the Notes then outstanding. However, without the consent of each
Noteholder affected, an amendment may not:

                  (1) reduce the principal amount of Notes whose Holders must
         consent to an amendment;

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

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

                  (4) reduce the premium payable upon the redemption or
         repurchase of any Note or change the time at which any Note may be
         redeemed or repurchased in accordance with Sections 3.10 and 5.1,
         whether through an amendment or waiver of provisions in the covenants,
         definitions or otherwise;

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

                  (6) impair the right of any Holder to receive payment of
         principal of, premium, if any, and interest on such Holder's Notes 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 Notes;

                  (7) release any Guarantor, if any, from any of its obligations
         under its Guarantee or this Indenture, except in compliance with the
         terms thereof or modify the Note Guarantees in any manner adverse to
         the Holders; or

                  (8) make any change in the amendment provisions which require
         each Holder's consent or in the waiver provisions.

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

                  SECTION 9.3. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Notes shall comply with the TIA as then in
effect.

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                                                                             100

                  SECTION 9.4. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Note shall bind the Holder
and every subsequent Holder of that Note or portion of the Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
or waiver is not made on the Note. However, any such Holder or subsequent Holder
may revoke the consent or waiver as to such Holder's Note or portion of the Note
if the Trustee receives the notice of revocation before the date the amendment
or waiver becomes effective. After an amendment or waiver becomes effective, it
shall bind every Noteholder. An amendment or waiver made pursuant to Section 9.2
shall become effective upon receipt by the Trustee of the requisite number of
written consents.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Noteholders 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
Noteholders 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 become
valid or effective more than 120 days after such record date.

                  SECTION 9.5. Notation on or Exchange of Notes. If an amendment
changes the terms of a Note, the Trustee may require the Holder of the Note to
deliver it to the Trustee. The Trustee may place an appropriate notation on the
Note 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 Note
shall issue and the Trustee shall authenticate a new Note that reflects the
changed terms. Failure to make the appropriate notation or to issue a new Note
shall not affect the validity of such amendment.

                  SECTION 9.6. Trustee To Sign Amendments. The Trustee shall
sign any amendment authorized pursuant to this Article IX 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 satisfactory to it
and to receive, and (subject to Section 7.1) 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.

                                   ARTICLE X

                                 Note Guarantees

                  SECTION 10.1. Guarantees. The Guarantors hereby
unconditionally guarantee, on a senior unsecured basis and as primary obligor
and not merely as surety, jointly and severally with each other Guarantor, to
each Holder of the Notes and the Trustee the full and punctual payment when due,
whether at maturity, by acceleration, by redemption or otherwise, of the
principal of, premium, if any, and interest on the Notes and all other
obligations and liabilities of

<PAGE>

                                                                             101

the Company under this Indenture (including without limitation interest accruing
after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to the Company or any
Guarantor whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding) (all the foregoing being hereinafter collectively
called the "Obligations"). The Obligations of Guarantors under the Note
Guarantees will rank equally in right of payment with other Indebtedness of such
Guarantor, except to the extent such other Indebtedness is expressly subordinate
to the obligations arising under the Note Guarantee. Each Guarantor further
agrees (to the extent permitted by law) that the Obligations may be extended or
renewed, in whole or in part, without notice or further assent from it, and that
it will remain bound under this Article X notwithstanding any extension or
renewal of any Obligation.

                  Each Guarantor waives presentation to, demand of payment from
and protest to the Company of any of the Obligations and also waives notice of
protest for nonpayment. Each Guarantor waives notice of any default under the
Notes or the Obligations. The obligations of each Guarantor hereunder shall not
be affected by (a) the failure of any Holder to assert any claim or demand or to
enforce any right or remedy against the Company or any other person under this
Indenture, the Notes 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 Notes or any other
agreement; (d) the release of any security held by any Holder or the Trustee for
the Obligations or any of them; (e) the failure of any Holder to exercise any
right or remedy against any other Guarantor; or (f) any change in the ownership
of the Company.

                  Each Guarantor further agrees that its Guarantee herein
constitutes a Guarantee of payment when due (and not a Guarantee of collection)
and waives any right to require that any resort be had by any Holder to any
security held for payment of the Obligations.

                  The obligations of each Guarantor hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason
(other than payment of the Obligations in full), including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any
defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
each Guarantor herein shall not be discharged or impaired or otherwise affected
by the failure of any Holder to assert any claim or demand or to enforce any
remedy under this Indenture, the Notes 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 any Guarantor or would otherwise
operate as a discharge of such Guarantor as a matter of law or equity.

                  Each Guarantor agrees that its Guarantee herein shall remain
in full force and effect until payment in full of all the Obligations or such
Guarantor is released from its Guarantee upon the merger or the sale of all the
Capital Stock or assets of the Guarantor in compliance with Section 10.2. Each
Guarantor further agrees that its Guarantee herein shall

<PAGE>

                                                                             102

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 of the
Obligations is rescinded or must otherwise be restored by any Holder 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 has at law or in equity against any Guarantor by
virtue hereof, upon the failure of the Company to pay any of the Obligations
when and as the same shall become due, whether at maturity, by acceleration, by
redemption or otherwise, each Guarantor hereby promises to and will, upon
receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in
cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such
Obligations then due and owing and (ii) accrued and unpaid interest on such
Obligations then due and owing (but only to the extent not prohibited by law).

                  Each Guarantor further agrees that, as between such Guarantor,
on the one hand, and the Holders, on the other hand, (x) the maturity of the
Obligations guaranteed hereby may be accelerated as provided in this Indenture
for the purposes of its Guarantee herein, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby and (y) in the event of any such declaration of acceleration
of such Obligations, such Obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantor for the purposes of this
Guarantee.

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

                  SECTION 10.2. Limitation on Liability; Termination, Release
and Discharge.

                   (a) The obligations of each Guarantor hereunder will be
limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor (including, without
limitation, any guarantees under the Senior Credit Agreement and the 2000 Notes)
and after giving effect to any collections from or payments made by or on behalf
of any other Guarantor in respect of the obligations of such other Guarantor
under its Note Guarantee or pursuant to its contribution obligations under this
Indenture, result in the obligations of such Guarantor under its Note Guarantee
not constituting a fraudulent conveyance or fraudulent transfer under federal or
state law and not otherwise being void or voidable under any similar laws
affecting the rights of creditors generally.

                  (b) In the event a Subsidiary Guarantor is sold or disposed of
(whether by merger, consolidation, the sale of its Capital Stock or the sale of
all or substantially all of its assets (other than by lease)) and whether or not
the Subsidiary Guarantor is the surviving corporation in such transaction to a
Person which is not the Company or a Restricted Subsidiary of the Company (other
than a Receivables Entity), such Subsidiary Guarantor will be released from its
obligations under this Indenture, its Subsidiary Guarantee and the Registration
Rights Agreement if: (1) the sale or other disposition is in compliance with
this Indenture, including Section 3.8; and (2) all the obligations of such
Subsidiary Guarantor under the Credit Facility

<PAGE>

                                                                             103

and related documentation and any other agreements relating to any other
indebtedness of the Company or its Restricted Subsidiaries terminate upon
consummation of such transaction.

                  (c) Each Guarantor will be deemed released from all its
obligations under this Indenture, its Note Guarantee and the Registration Rights
Agreement and such Note Guarantee will terminate upon the legal defeasance or
covenant defeasance of the Notes pursuant to the provisions of Article VIII
hereof.

                  (d) Any Subsidiary Guarantor will be deemed released from all
of its obligations under this Indenture, its Subsidiary Guarantee and the
Registration Rights Agreement and such Subsidiary Guarantee will terminate in
the event that such Subsidiary Guarantor is designated an Unrestricted
Subsidiary of the Company in accordance with the terms of the Indenture by the
Company's Board of Directors

                  SECTION 10.3. Right of Contribution. Each Guarantor hereby
agrees that to the extent that any Guarantor shall have paid more than its
proportionate share of any payment made on the obligations under the Note
Guarantees, such Guarantor shall be entitled to seek and receive contribution
from and against the Company or any other Guarantor who has not paid its
proportionate share of such payment. The provisions of this Section 10.3 shall
in no respect limit the obligations and liabilities of each Guarantor to the
Trustee and the Holders and each Guarantor shall remain liable to the Trustee
and the Holders for the full amount guaranteed by such Guarantor hereunder.

                  SECTION 10.4. No Subrogation. Notwithstanding any payment or
payments made by each Guarantor hereunder, no Guarantor shall be entitled to be
subrogated to any of the rights of the Trustee or any Holder against the Company
or any other Guarantor or any collateral security or guarantee or right of
offset held by the Trustee or any Holder for the payment of the Obligations, nor
shall any Guarantor seek or be entitled to seek any contribution or
reimbursement from the Company or any other Guarantor in respect of payments
made by such Guarantor hereunder, until all amounts owing to the Trustee and the
Holders by the Company on account of the Obligations are paid in full. If any
amount shall be paid to any Guarantor on account of such subrogation rights at
any time when all of the Obligations shall not have been paid in full, such
amount shall be held by such Guarantor in trust for the Trustee and the Holders,
segregated from other funds of such Guarantor, and shall, forthwith upon receipt
by such Guarantor, be turned over to the Trustee in the exact form received by
such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to
be applied against the Obligations.

<PAGE>

                                                                             104

                                   ARTICLE XI

                                  Miscellaneous

                  SECTION 11.1. 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 provision required by
the TIA shall control.

                  SECTION 11.2. 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:

                           R.J. Tower Corporation
                           5211 Cascade Road. SE Suite 300
                           Grand Rapids, MI 49546
                           Attention: Chief Financial Officer
                           Facsimile No.: (616) 802-1600

                           With copies to:
                           Varnum, Riddering, Schmidt & Howlett LLP
                           333 Bridge Street, N.W.
                           P.O. Box 352
                           Grand Rapids, MI 49501
                           Attention: Michael G. Woodridge, Esq.
                           Facsimile No.: (616) 336-7000

                           and:

                           Kirkland & Ellis
                           200 East Randolph Drive
                           Chicago, IL 60601
                           Attn: Dennis Myers, Esq.
                           Facsimile No.: (312) 861-2200

                           if to the Trustee:

                           BNY Midwest Trust Company
                           2 N. LaSalle Street
                           Suite 1020
                           Chicago, IL 60602
                           Attention: Corporate Trust Department
                           Facsimile No.: (312) 827-8542

<PAGE>

                                                                             105

                           With a copy (which shall not constitute notice) to:
                           Emmet, Marvin & Martin, LLP
                           120 Broadway
                           New York, New York 10271
                           Attention: Irving C. Apar, Esq.
                           Facsimile No.: (212) 238-3100

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

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

                  SECTION 11.3. Communication by Holders with other Holders.
Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

                  SECTION 11.4. 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, except upon the initial
issuance of Notes hereunder, 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 11.5. 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>

                                                                             106

                  (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.

                  In giving such Opinion of Counsel, counsel may rely as to
factual matters on an Officers' Certificate or on certificates of public
officials.

                  SECTION 11.6. When Notes Disregarded. In determining whether
the Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be 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
Notes which a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded. Also, subject to the foregoing, only Notes outstanding
at the time shall be considered in any such determination.

                  SECTION 11.7. Rules by Trustee, Paying Agent and Registrar.
The Trustee may make reasonable rules for action by, or a meeting of,
Noteholders. The Registrar and the Paying Agent may make reasonable rules for
their functions.

                  SECTION 3.8. Legal Holidays. A "Legal Holiday" is a Saturday,
a Sunday or other day on which commercial banking institutions are authorized or
required to be closed in New York City or Chicago, Illinois. 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 11.9. Governing Law. This Indenture and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                  SECTION 11.10. No Recourse Against Others. An incorporator,
director, officer, employee, stockholder or controlling person, as such, of the
Company or any Guarantor shall not have any liability for any obligations of the
Company or any Guarantor under the Notes or the Guarantees or this Indenture or
for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Noteholder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Notes.

<PAGE>

                                                                             107

                  SECTION 11.11. Successors. All agreements of the Company in
this Indenture and the Notes shall bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its successors.

                  SECTION 11.12. 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 11.13. Variable Provisions. The Company initially
appoints the Trustee as Paying Agent and Registrar and custodian with respect to
any Global Notes.

                  SECTION 11.14. Qualification of Indenture. The Company shall
qualify this Indenture under the TIA in accordance with the terms and conditions
of the Registration Rights Agreement and shall pay all reasonable costs and
expenses (including attorneys' fees and expenses for the Company and the
Trustee) incurred in connection therewith, including, but not limited to, costs
and expenses of qualification of the Indenture and the Notes and printing this
Indenture and the Notes. The Trustee shall be entitled to receive from the
Company any such Officers' Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.

                  SECTION 11.15. Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.

<PAGE>

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

                                               R.J. TOWER CORPORATION

                                               By: /s/ DANIEL H. WEBBER
                                                  ------------------------------
                                                  Name:  Daniel H. Webber
                                                  Title: Vice President and
                                                         Assistant Secretary



                                               TOWER AUTOMOTIVE, INC.

                                               By: /s/ DANIEL H. WEBBER
                                                  ------------------------------
                                                  Name:  Daniel H. Webber
                                                  Title: Assistant Treasurer and
                                                         Assistant Secretary

<PAGE>

                                  ALGOODS USA, INC.
                                  KALAMAZOO STAMPING AND DIE COMPANY
                                  TOWER AUTOMOTIVE BARDSTOWN, INC.
                                  TOWER AUTOMOTIVE BOWLING GREEN, LLC
                                  TOWER AUTOMOTIVE CHICAGO, LLC
                                  TOWER AUTOMOTIVE FINANCE, INC.
                                  TOWER AUTOMOTIVE GRANITE CITY, LLC
                                  TOWER AUTOMOTIVE GRANITE CITY SERVICES, LLC
                                  TOWER AUTOMOTIVE INTERNATIONAL, INC.
                                  TOWER AUTOMOTIVE INTERNATIONAL FUNDING, INC.
                                  TOWER AUTOMOTIVE INTERNATIONAL HOLDINGS, INC.
                                  TOWER AUTOMOTIVE LANSING, LLC
                                  TOWER AUTOMOTIVE MICHIGAN, LLC
                                  TOWER AUTOMOTIVE MILWAUKEE, LLC
                                  TOWER AUTOMOTIVE PLYMOUTH, INC.
                                  TOWER AUTOMOTIVE PRODUCTS COMPANY, INC.
                                  TOWER AUTOMOTIVE SERVICES AND TECHNOLOGY, INC.
                                  TOWER AUTOMOTIVE TECHNOLOGY, INC.
                                  TOWER AUTOMOTIVE TECHNOLOGY PRODUCTS, INC.
                                  TOWER AUTOMOTIVE TOOL, LLC
                                  TOWER AUTOMOTIVE TOOLING SERVICES, INC.
                                  TOWER AUTOMOTIVE WISCONSIN, LLC
                                  TOWER SERVICES, INC.
                                  TRYLON CORPORATION

                                  By: /s/ DANIEL H. WEBBER
                                     ------------------------------
                                     Name:  Daniel H. Webber
                                     Title: Vice President and
                                            Assistant Secretary

<PAGE>

                                           BNY MIDWEST TRUST COMPANY, as Trustee

                                           By: /s/ ROXANE ELLWANGER
                                              ----------------------------------
                                              Name:  Roxane Ellwanger
                                              Title: Assistant Vice President

<PAGE>

                                                                       EXHIBIT A

                         [FORM OF FACE OF SERIES A NOTE]

                      [Applicable Restricted Notes Legend]
                       [Depositary Legend, if applicable]

                                      A-1

<PAGE>

No. [___]                                    Principal Amount $[______________],
                                         as revised by the Schedule of Increases
                                and Decreases in the Global Note attached hereto

                                                          CUSIP NO. ____________

                             R.J. TOWER CORPORATION

                       12% Senior Note, Series A, due 2013

                  R.J. Tower Corporation, a Michigan corporation, promises to
pay to [___________], or registered assigns, the principal sum of
[__________________] Dollars, as revised by the Schedule of Increases and
Decreases in the Global Note attached hereto, on ___, 2013.

                  Interest Payment Dates: June 1 and December 1.

                  Record Dates: May 15 and November 15.

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

                                                  R.J. TOWER CORPORATION

                                                  By:___________________________

                                                  By:___________________________
TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

Dated:

BNY MIDWEST TRUST COMPANY

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

By:___________________________
   Authorized Signatory

                                      A-2

<PAGE>

                     [FORM OF REVERSE SIDE OF SERIES A NOTE]

                       12% Senior Note, Series A, due 2013

1.       Interest

                  R.J. Tower Corporation, a Michigan 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 Note at the rate per annum shown above.

                  The Company will pay interest semiannually on June 1 and
December 1 of each year. Interest on the Notes will accrue from the most recent
date to which interest has been paid on the Notes or, if no interest has been
paid, from June 13, 2003. The Company shall pay interest on overdue principal or
premium, if any (plus interest on such interest to the extent lawful), at the
rate borne by the Notes to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

2.       Method of Payment

                  By no later than 10:00 a.m. (New York City time) on the date
on which any principal of or interest on any Note is due and payable, the
Company shall irrevocably deposit with the Trustee or the Paying Agent money
sufficient to pay such principal, premium, if any, and/or interest. The Company
will pay interest (except Defaulted Interest) to the Persons who are registered
Holders of Notes at the close of business on the May 15 and November 15 next
preceding the interest payment date even if Notes are cancelled or repurchased
after the record date and on or before the interest payment date. Holders must
surrender Notes to a Paying Agent to collect principal payments. The Company
will pay principal and interest in money of the United States that at the time
of payment is legal tender for payment of public and private debts. Payments in
respect of Notes represented by a Global Note (including principal, premium, if
any, and interest) will be made by the transfer of immediately available funds
to the accounts specified by the Depositary. The Company will make all payments
in respect of a Definitive Note (including principal, premium, if any, and
interest) by mailing a check to the registered address of each Holder thereof as
such address shall appear on the Note Register; provided, however, that payments
on the Notes may also be made, in the case of a Holder of at least $1,000,000
aggregate principal amount of Notes, 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 15 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).

3.       Paying Agent and Registrar

                  Initially, BNY Midwest Trust Company, an Illinois trust
company ("Trustee"), will act as Paying Agent and Registrar. The Company may
appoint and change any Paying Agent, Registrar or co-registrar without notice to
any Noteholder. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.

                                      A-3

<PAGE>

4.       Indenture

                  The Company issued the Notes under an Indenture dated as of
June 13, 2003 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Company, the
Guarantors and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect from time
to time (the "Act"). Capitalized terms used herein and not defined herein have
the meanings ascribed thereto in the Indenture. The Notes are subject to all
such terms, and Noteholders are referred to the Indenture and the Act for a
statement of those terms.

                  The Notes are general unsecured senior obligations of the
Company. The aggregate principal amount of Notes which may be authenticated and
delivered under the Indenture is unlimited. This Note is one of the 12% Senior
Notes, Series A, due 2013 referred to in the Indenture. The Notes include (i)
$258,000,000 aggregate principal amount of the Company's 12% Senior Notes,
Series A, due 2013 issued under the Indenture on June 13, 2003 (herein called
"Initial Notes"), (ii) if and when issued, additional 12% Senior Notes, Series
A, due 2013 or 12% Senior Notes, Series B, due 2013 of the Company that may be
issued from time to time under the Indenture subsequent to June 13, 2003 (herein
called "Additional Notes") and (iii) if and when issued, the Company's 12%
Senior Notes, Series B, due 2013 that may be issued from time to time under the
Indenture in exchange for Initial Notes or Additional Notes in an offer
registered under the Securities Act as provided in a Registration Rights
Agreement. The Initial Notes, Additional Notes and Exchange Notes are treated as
a single class of securities under the Indenture. The Indenture imposes, among
other things, certain limitations on the Incurrence of Indebtedness by the
Company and its Subsidiaries, the payment of dividends and other distributions
on the Capital Stock of the Company and its Subsidiaries, the purchase or
redemption of Capital Stock of the Company and Capital Stock of such
Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the
sale or transfer of assets and Capital Stock of Subsidiaries, certain
Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary,
the incurrence of certain Liens, transactions with affiliates, mergers and
consolidations, payments for consent, the business activities and investments of
the Company and its Subsidiaries and transactions with Affiliates, provided,
however, certain of such limitations will no longer be in effect if the Company
attains Investment Grade Status. In addition, the Indenture limits the ability
of the Company and its Subsidiaries to enter into agreements that restrict
distributions and dividends from Subsidiaries and requires the Parent and/or the
Company to make available SEC information to the Holders as well as requiring
certain Restricted Subsidiaries to guarantee the obligations under the Notes and
the Indenture.

5.       Redemption

         Except as described below, the Notes are not redeemable until June 1,
2008. On and after the Company may redeem all or, from time to time, a part of
the Notes upon not less than 30 nor more than 60 days' notice, at the following
redemption prices (expressed as a percentage of principal amount) plus accrued
and unpaid interest on the Notes, if any, to the applicable redemption date
(subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during
the twelve-month period beginning on June 1 of the years indicated below:

                                      A-4

<PAGE>

<TABLE>
<CAPTION>
================================================================================
YEAR                                                                  PERCENTAGE
--------------------------------------------------------------------------------
<S>                                                                   <C>
2008..........................................................          106.00%
2009..........................................................          104.00%
2010..........................................................          102.00%
2011 and thereafter...........................................          100.00%
</TABLE>

         Prior to June 1, 2006, the Company may on any one or more occasions
redeem up to 35% of the original principal amount of the Notes (calculated after
giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of
one or more Public Equity Offerings at a redemption price of 112% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the
redemption date (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date);
provided that

         (1)      at least 65% of the original principal amount of the Notes
                  (calculated after giving effect to any issuance of Additional
                  Notes) remains outstanding after each such redemption; and

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

         If the optional redemption date is on or after an interest record date
and on or before the related interest payment date, the accrued and unpaid
interest, if any, will be paid to the Person in whose name the Note is
registered at the close of business, on such record date, and no additional
interest will be payable to holders whose Notes will be subject to redemption by
the Company.

         In the case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not listed, then on a pro rata basis, by lot or by
such other method as the Trustee in its sole discretion will deem to be fair and
appropriate, although no Note of $1,000 in original principal amount or less
will be redeemed in part. If any Note is to be redeemed in part only, the notice
of redemption relating to such Note will state the portion of the principal
amount thereof to be redeemed. A new Note in principal amount equal to the
unredeemed portion thereof will be issued in the name of the holder thereof upon
cancellation of the original Note.

                  The Company is not required to make mandatory redemption
payments or sinking fund payments with respect to the Notes. The Company may at
any time and from time to time purchase Notes through open market purchases,
negotiated purchases, tender offers or otherwise.

6.       Put Provisions

                  Upon the occurrence of a Change of Control, any Holder of
Notes will have the right to require the Company to repurchase all or any part
of the Notes of such Holder at a purchase price in cash equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date
of repurchase (subject to the right of Holders of record on the relevant

                                      A-5

<PAGE>

record date to receive interest due on the relevant interest payment date) as
provided in, and subject to the terms of, the Indenture. The Company will be
required to make an Asset Disposition Offer in certain circumstances described
in the Indenture.

7.       Denominations; Transfer; Exchange

                  The Notes are in registered form without coupons in
denominations of principal amount of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements 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 Notes for a period beginning 15 days before an interest payment
date and ending on such interest payment date.

8.       Persons Deemed Owners

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

9.       Unclaimed Money

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

10.      Defeasance

                  Subject to certain conditions set forth in the Indenture, the
Company at any time may terminate some or all of its obligations under the Notes
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 Notes to
maturity.

11.      Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture and the Notes may be amended with the written consent of the
Holders of at least a majority in principal amount of the then outstanding Notes
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes) and (ii) any default (other
than with respect to nonpayment) or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in principal amount
of the then outstanding Notes (including, without limitation, consents obtained
in connection with a purchase of, or tender offer or exchange offer for, Notes).
Subject to certain exceptions set forth in the Indenture, without the consent of
any Noteholder, the Company, the Guarantors and the Trustee may amend the
Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency,
or to comply with Article IV of the Indenture in respect of the assumption by a
Successor Company of an obligation of the Company or a Successor Guarantor of an
obligation of a

                                      A-6

<PAGE>

Guarantor under the Indenture, or to provide for uncertificated Notes in
addition to or in place of certificated Notes, or to add guarantees with respect
to the Notes or to secure the Notes, or to release a Subsidiary Guarantor upon
its designation as an Unrestricted Subsidiary or to add additional covenants and
Events of Default or surrender rights and powers conferred on the Company, or to
comply with any request of the SEC in connection with qualifying the Indenture
under the Act, or to make any change that does not adversely affect the rights
of any Noteholder, or to provide for the issuance of Exchange Notes or to
provide for successor trustees.

12.      Defaults and Remedies

                  Under the Indenture, Events of Default include: (i) default
for 30 days in payment of interest or additional interest when due on the Notes;
(ii) default in payment of the principal of or premium, if any, on the Notes at
Stated Maturity, upon optional redemption or required repurchase, upon
declaration or otherwise; (iii) failure by the Company or any Subsidiary
Guarantor or a Restricted Subsidiary, as the case may be, to comply with other
agreements in the Indenture or the Notes, 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 its
Restricted Subsidiaries if the amount accelerated (or so unpaid) exceeds $20.0
million; (v) certain events of bankruptcy or insolvency with respect to the
Company or any Significant Subsidiary or group of Restricted Subsidiaries that,
taken together (as of the latest audited consolidated financial statements for
the Company and its Restricted Subsidiaries) would constitute a Significant
Subsidiary; (vi) certain final, non-appealable judgments or decrees for the
payment of money in excess of $20.0 million; and (vii) any Subsidiary Guarantee
of a Significant Subsidiary or group of Restricted Subsidiaries that taken
together as of the latest audited consolidated financial statements for the
Company and its Restricted Subsidiaries would constitute a Significant
Subsidiary and/or the Parent Guarantee ceases to be in full force and effect
(except as contemplated by the terms of the Indenture) or is declared null and
void in a judicial proceeding or any Subsidiary Guarantor that is a Significant
Subsidiary or group of Subsidiary Guarantors that taken together as of the
latest audited consolidated financial statements of the Company and its
Restricted Subsidiaries would constitute a Significant Subsidiary denies or
disaffirms its obligations under the Indenture or its Subsidiary Guarantee or
the Parent denies or disaffirms its obligations under the Indenture or the
Parent Guarantee, except in each case, in connection with a release of Guarantee
in accordance with the terms of the Indenture. If an Event of Default occurs and
is continuing, the Trustee or Holders of at least 25% in principal amount of the
Notes then outstanding may declare all the Notes to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default
which will result in the Notes being due and payable immediately upon the
occurrence of such Events of Default.

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

                                      A-7

<PAGE>

13.      Trustee Dealings with the Company

                  Subject to certain limitations set forth in the Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Notes 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.

14.      No Recourse Against Others

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

15.      Authentication

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

16.      Abbreviations

                  Customary abbreviations may be used in the name of a
Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entirety), 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).

17.      CUSIP Numbers

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Company has caused CUSIP numbers
to be printed on the Notes. No representation is made as to the accuracy of such
numbers as printed on the Notes and reliance may be placed only on the other
identification numbers placed thereon.

18.      Governing Law

                  This Note shall be governed by, and construed in accordance
with, the laws of the State of New York.

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

                                      A-8

<PAGE>

                           R.J. Tower Corporation
                           5211 Cascade Road. SE Suite 300
                           Grand Rapids, MI 49546
                           Attention: Chief Financial Officer
                           Facsimile No.: (616) 802-1600

                                      A-9

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note 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 Note on the books of
the Company. The agent may substitute another to act for him.

________________________________________________________________________________

Date:____________________           Your Signature:___________________

Signature Guarantee:__________________________________
                     (Signature must be guaranteed)

________________________________________________________________________________
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

         In connection with any transfer or exchange of any of the Notes
evidenced by this certificate occurring prior to the date that is two years
after the later of the date of original issuance of such Notes and the last
date, if any, on which such Notes were owned by the Company or any Affiliate of
the Company, the undersigned confirms that such Notes are being:

CHECK ONE BOX BELOW:

         1 [ ]    acquired for the undersigned's own account, without transfer;
                  or

         2 [ ]    transferred to the Company; or

         3 [ ]    transferred pursuant to and in compliance with Rule 144A under
                  the Securities Act of 1933, as amended (the "Securities Act");
                  or

         4 [ ]    transferred pursuant to an effective registration statement
                  under the Securities Act; or

         5 [ ]    transferred pursuant to and in compliance with Regulation S
                  under the Securities Act; or

                                      A-10

<PAGE>

         6 [ ]    transferred to an institutional "accredited investor" (as
                  defined in Rule 501(a)(1), (2), (3) or (7) under the
                  Securities Act), that has furnished to the Trustee a signed
                  letter containing certain representations and agreements (the
                  form of which letter appears as Section 2.7 of the Indenture);
                  or

         7 [ ]    transferred pursuant to another available exemption from the
                  registration requirements of the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered Holder thereof; provided, however, that if box (5), (6) or (7) is
checked, the Trustee or the Company may require, prior to registering any such
transfer of the Notes, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request 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, such as the exemption provided by Rule 144
under such Act.

                                                ________________________________
                                                Signature

Signature Guarantee:

______________________________                  ________________________________
(Signature must be guaranteed)                  Signature

________________________________________________________________

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

                  The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act,
as amended, 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

                                      A-11

<PAGE>

                        [TO BE ATTACHED TO GLOBAL NOTES]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

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

<TABLE>
<CAPTION>
                                                                   Principal Amount of      Signature of
                 Amount of decrease in    Amount of increase in    this Global Note         authorized signatory
Date of          Principal Amount of      Principal Amount of      following such           of Trustee or Notes
Exchange         this Global Note         this Global Note         decrease or increase     Custodian
<S>              <C>                      <C>                      <C>                      <C>
</TABLE>

                                      A-12

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 3.8 or 3.10 of the Indenture, check the box:

                  If you want to elect to have only part of this Note purchased
by the Company pursuant to Section 3.8 or 3.10 of the Indenture, state the
amount in principal amount (must be integral multiple of $1,000): $

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

Signature Guarantee: _______________________________________
                     (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

                                      A-13

<PAGE>

                                                                       EXHIBIT B

                         [FORM OF FACE OF SERIES B NOTE]

                       [Depositary Legend, if applicable]

                                      B-1

<PAGE>

No. [_____]                                     Principal Amount $[____________]
                                         as revised by the Schedule of Increases
                                and Decreases in the Global Note attached hereto

                                                         CUSIP NO. _____________

                             R.J. TOWER CORPORATION

                      12% Senior Notes, Series B, due 2013

                  R.J. Tower Corporation, a Michigan corporation, promises to
pay to [______________], or registered assigns, the principal sum of
[_______________] Dollars, as revised by the Schedule of Increases and Decreases
in the Global Note attached hereto, on ____, 2013.

                  Interest Payment Dates: June 1 and December 1.

                  Record Dates: May 15 and November 15.

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

                                             R.J. TOWER CORPORATION

                                             By:________________________________

                                             By:________________________________

TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

Dated:

BNY MIDWEST TRUST COMPANY

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

By:_______________________________
   Authorized Signatory

                                      B-2

<PAGE>

                     [FORM OF REVERSE SIDE OF SERIES B NOTE]

                       12% Senior Note, Series B, due 2013

1.       Interest

                  R.J. Tower Corporation, a Michigan 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 Note at the rate per annum shown above.

                  The Company will pay interest semiannually on June 1 and
December 1 of each year. Interest on the Notes will accrue from the most recent
date to which interest has been paid on the Notes or, if no interest has been
paid, from June 13, 2003. The Company shall pay interest on overdue principal or
premium, if any (plus interest on such interest to the extent lawful), at the
rate borne by the Notes to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

2.       Method of Payment

                  By no later than 10:00 a.m. (New York City time) on the date
on which any principal of or interest on any Note is due and payable, the
Company shall irrevocably deposit with the Trustee or the Paying Agent money
sufficient to pay such principal, premium, if any, and/or interest. The Company
will pay interest (except Defaulted Interest) to the Persons who are registered
Holders of Notes at the close of business on the May 15 and November 15 next
preceding the interest payment date even if Notes are cancelled or repurchased
after the record date and on or before the interest payment date. Holders must
surrender Notes to a Paying Agent to collect principal payments. The Company
will pay principal and interest in money of the United States that at the time
of payment is legal tender for payment of public and private debts. Payments in
respect of Notes represented by a Global Note (including principal, premium, if
any, and interest) will be made by the transfer of immediately available funds
to the accounts specified by the Depositary. The Company will make all payments
in respect of a Definitive Note (including principal, premium, if any, and
interest) by mailing a check to the registered address of each Holder thereof as
such address shall appear on the Note Register; provided, however, that payments
on the Notes may also be made, in the case of a Holder of at least $1,000,000
aggregate principal amount of Notes, 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 15 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).

3.       Paying Agent and Registrar

                  Initially, BNY Midwest Trust Company, an Illinois trust
company ("Trustee"), will act as Paying Agent and Registrar. The Company may
appoint and change any Paying Agent, Registrar or co-registrar without notice to
any Noteholder. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.

                                      B-3

<PAGE>

4.       Indenture

                  The Company issued the Notes under an Indenture dated as of
June 13, 2003 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Company, the
Guarantors and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect from time
to time (the "Act"). Capitalized terms used herein and not defined herein have
the meanings ascribed thereto in the Indenture. The Notes are subject to all
such terms, and Noteholders are referred to the Indenture and the Act for a
statement of those terms.

                  The Notes are general unsecured senior obligations of the
Company. The aggregate principal amount of Notes which may be authenticated and
delivered under the Indenture is unlimited. This Note is one of the 12% Senior
Notes, Series B, due 2013 referred to in the Indenture. The Notes include (i)
$258,000,000 aggregate principal amount of the Company's 12% Senior Notes,
Series A, due 2013 issued under the Indenture on June 13, 2003 (herein called
"Initial Notes"), (ii) if and when issued, additional 12% Senior Notes, Series
A, due 2013 or 12% Senior Notes, Series B, due 2013 of the Company that may be
issued from time to time under the Indenture subsequent to June 13, 2003 (herein
called "Additional Notes") and (iii) if and when issued, the Company's 12%
Senior Notes, Series B, due 2013 that may be issued from time to time under the
Indenture in exchange for Initial Notes or Additional Notes in an offer
registered under the Securities Act as provided in a Registration Rights
Agreement. The Initial Notes, Additional Notes and Exchange Notes are treated as
a single class of securities under the Indenture. The Indenture imposes, among
other things, certain limitations on the Incurrence of Indebtedness by the
Company and its Subsidiaries, the payment of dividends and other distributions
on the Capital Stock of the Company and its Subsidiaries, the purchase or
redemption of Capital Stock of the Company and Capital Stock of such
Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the
sale or transfer of assets and Capital Stock of Subsidiaries, certain
Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary,
the incurrence of certain Liens, transactions with affiliates, mergers and
consolidations, payments for consent, the business activities and investments of
the Company and its Subsidiaries and transactions with Affiliates, provided,
however, certain of such limitations will no longer be in effect if the Company
attains Investment Grade Status. In addition, the Indenture limits the ability
of the Company and its Subsidiaries to enter into agreements that restrict
distributions and dividends from Subsidiaries and requires the Parent and/or the
Company to make available SEC information to the Holders as well as requiring
certain Restricted Subsidiaries to guarantee the obligations under the Notes and
the Indenture.

5.       Redemption

         Except as described below, the Notes are not redeemable until June 1,
2008. On and after the Company may redeem all or, from time to time, a part of
the Notes upon not less than 30 nor more than 60 days' notice, at the following
redemption prices (expressed as a percentage of principal amount) plus accrued
and unpaid interest on the Notes, if any, to the applicable redemption date
(subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during
the twelve-month period beginning on June 1 of the years indicated below:

                                      B-4

<PAGE>

<TABLE>
<CAPTION>
================================================================================
YEAR                                                                  PERCENTAGE
--------------------------------------------------------------------------------
<S>                                                                   <C>
2008.........................................................           106.00%
2009.........................................................           104.00%
2010.........................................................           102.00%
2011 and thereafter..........................................           100.00%
</TABLE>

         Prior to June 1, 2006, the Company may on any one or more occasions
redeem up to 35% of the original principal amount of the Notes (calculated after
giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of
one or more Public Equity Offerings at a redemption price of 112% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the
redemption date (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date);
provided that

         (1)      at least 65% of the original principal amount of the Notes
                  (calculated after giving effect to any issuance of Additional
                  Notes) remains outstanding after each such redemption; and

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

         If the optional redemption date is on or after an interest record date
and on or before the related interest payment date, the accrued and unpaid
interest, if any, will be paid to the Person in whose name the Note is
registered at the close of business, on such record date, and no additional
interest will be payable to holders whose Notes will be subject to redemption by
the Company.

         In the case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not listed, then on a pro rata basis, by lot or by
such other method as the Trustee in its sole discretion will deem to be fair and
appropriate, although no Note of $1,000 in original principal amount or less
will be redeemed in part. If any Note is to be redeemed in part only, the notice
of redemption relating to such Note will state the portion of the principal
amount thereof to be redeemed. A new Note in principal amount equal to the
unredeemed portion thereof will be issued in the name of the holder thereof upon
cancellation of the original Note.

                  The Company is not required to make mandatory redemption
payments or sinking fund payments with respect to the Notes. The Company may at
any time and from time to time purchase Notes through open market purchases,
negotiated purchases, tender offers or otherwise.

6.       Put Provisions

                  Upon the occurrence of a Change of Control, any Holder of
Notes will have the right to require the Company to repurchase all or any part
of the Notes of such Holder at a

                                      B-5

<PAGE>

purchase price in cash equal to 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of repurchase (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date) as provided in, and subject to the terms
of, the Indenture. The Company will be required to make an Asset Disposition
Offer in certain circumstances described in the Indenture.

7.       Denominations; Transfer; Exchange

                  The Notes are in registered form without coupons in
denominations of principal amount of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements 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 Notes for a period beginning 15 days before an interest payment
date and ending on such interest payment date.

8.       Persons Deemed Owners

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

9.       Unclaimed Money

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

10.      Defeasance

                  Subject to certain conditions set forth in the Indenture, the
Company at any time may terminate some or all of its obligations under the Notes
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 Notes to
maturity.

11.      Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture and the Notes may be amended with the written consent of the
Holders of at least a majority in principal amount of the then outstanding Notes
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes) and (ii) any default (other
than with respect to nonpayment) or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in principal amount
of the then outstanding Notes(including, without limitation, consents obtained
in connection with a purchase of, or tender offer or exchange offer for, Notes).
Subject to certain exceptions set forth in the Indenture, without the consent of
any Noteholder, the Company , the Guarantors and the Trustee may amend the
Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency,

                                      B-6

<PAGE>

or to comply with Article IV of the Indenture in respect of the assumption by a
Successor Company of an obligation of the Company or a Successor Guarantor of an
obligation of a Guarantor under the Indenture, or to provide for uncertificated
Notes in addition to or in place of certificated Notes, or to add guarantees
with respect to the Notes or to secure the Notes, or to release a Subsidiary
Guarantor upon its designation as an Unrestricted Subsidiary or to add
additional covenants and Events of Default or surrender rights and powers
conferred on the Company or to comply with any request of the SEC in connection
with qualifying the Indenture under the Act, or to make any change that does not
adversely affect the rights of any Noteholder, or to provide for the issuance of
Exchange Notes or to provide for successor trustees.

12.      Defaults and Remedies

                  Under the Indenture, Events of Default include: (i) default
for 30 days in payment of interest or additional interest when due on the Notes;
(ii) default in payment of the principal of or premium, if any, on the Notes at
Stated Maturity, upon optional redemption or required repurchase, upon
declaration or otherwise; (iii) failure by the Company or any Subsidiary
Guarantor or a Restricted Subsidiary, as the case may be, to comply with other
agreements in the Indenture or the Notes, 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 its
Restricted Subsidiaries if the amount accelerated (or so unpaid) exceeds $20.0
million; (v) certain events of bankruptcy or insolvency with respect to the
Company or any Significant Subsidiary or group of Restricted Subsidiaries that,
taken together (as of the latest audited consolidated financial statements for
the Company and its Restricted Subsidiaries) would constitute a Significant
Subsidiary; (vi) certain final, non-appealable judgments or decrees for the
payment of money in excess of $20.0 million; and (vii) any Subsidiary Guarantee
of a Significant Subsidiary or group of Restricted Subsidiaries that taken
together as of the latest audited consolidated financial statements for the
Company and its Restricted Subsidiaries would constitute a Significant
Subsidiary and/or the Parent Guarantee ceases to be in full force and effect
(except as contemplated by the terms of the Indenture) or is declared null and
void in a judicial proceeding or any Subsidiary Guarantor that is a Significant
Subsidiary or group of Subsidiary Guarantors that taken together as of the
latest audited consolidated financial statements of the Company and its
Restricted Subsidiaries would constitute a Significant Subsidiary denies or
disaffirms its obligations under the Indenture or its Subsidiary Guarantee or
the Parent denies or disaffirms its obligations under the Indenture or the
Parent Guarantee, except in each case, in connection with a release of Guarantee
in accordance with the terms of the Indenture. If an Event of Default occurs and
is continuing, the Trustee or Holders of at least 25% in principal amount of the
Notes then outstanding may declare all the Notes to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default
which will result in the Notes being due and payable immediately upon the
occurrence of such Events of Default.

                  Noteholders may not enforce the Indenture or the Notes except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives indemnity or security that is reasonably
satisfactory to it. Subject to certain limitations, Holders of a majority in
principal amount of the Notes may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Noteholders notice of any
continuing Default or

                                      B-7

<PAGE>

Event of Default (except a Default or Event of Default in payment of principal
or interest) if it determines that withholding notice is in their interest.

13.      Trustee Dealings with the Company

                  Subject to certain limitations set forth in the Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Notes 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.

14.      No Recourse Against Others

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

15.      Authentication

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

16.      Abbreviations

                  Customary abbreviations may be used in the name of a
Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entirety), 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).

17.      CUSIP Numbers

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Company has caused CUSIP numbers
to be printed on the Notes. No representation is made as to the accuracy of such
numbers as printed on the Notes and reliance may be placed only on the other
identification numbers placed thereon.

18.      Governing Law

                  This Note shall be governed by, and construed in accordance
with, the laws of the State of New York.

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

                                      B-8

<PAGE>

                           R.J. Tower Corporation
                           5211 Cascade Road. SE Suite 300
                           Grand Rapids, MI  49546
                           Attention:  Chief Financial Officer
                           Facsimile No.: (616) 802-1600

                                      B-9

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note 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 Note on the books of
the Company. The agent may substitute another to act for him.
________________________________________________________________________________

Date: _______________  Your Signature ____________________

Signature Guarantee: ___________________________________________________________
                     (Signature must be guaranteed)

________________________________________________________________________________
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

                                      B-10

<PAGE>

                        [TO BE ATTACHED TO GLOBAL NOTES]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

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

<TABLE>
<CAPTION>
                                                                   Principal Amount of      Signature of
                 Amount of decrease in    Amount of increase in    this Global Note         authorized signatory
Date of          Principal Amount of      Principal Amount of      following such           of Trustee or Notes
Exchange         this Global Note         this Global Note         decrease or increase     Custodian
<S>              <C>                      <C>                      <C>                      <C>
</TABLE>

                                      B-11

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 3.8 or 3.10 of the Indenture, check the box:

                                      [  ]

                  If you want to elect to have only part of this Note purchased
by the Company pursuant to Section 3.8 or 3.10 of the Indenture, state the
amount in principal amount (must be integral multiple of $1,000): $

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

Signature Guarantee: _______________________________________
                     (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

                                      B-12

<PAGE>

                                                                       EXHIBIT C

          FORM OF INDENTURE SUPPLEMENT TO ADD SUBSIDIARY GUARANTORS TO
                                GUARANTEE NOTES

                  This Supplemental Indenture and Subsidiary Guarantee, dated as
of [_______ __], 20__ (this "Supplemental Indenture" or "Guarantee"), among
[name of future Subsidiary Guarantor] (the "Guarantor"), R.J. Tower Corporation
(together with its successors and assigns, the "Company"), Tower Automotive,
Inc. (the "Parent Guarantor") and each other then existing Subsidiary Guarantor
under the Indenture referred to below, and BNY Midwest Trust Company, as Trustee
under the Indenture referred to below.

                              W I T N E S S E T H:

                  WHEREAS, the Company, the Parent Guarantor, the Subsidiary
Guarantors and the Trustee have heretofore executed and delivered an Indenture,
dated as of June 13, 2003 (as amended, supplemented, waived or otherwise
modified, the "Indenture"), providing for the issuance of an unlimited aggregate
principal amount of 12% Senior Notes due 2013 of the Company (the "Notes");

                  WHEREAS, Section 3.11 of the Indenture provides that the
Company is required to case each Restricted Subsidiary which guarantees
obligations under a Credit Facility or the 2000 Notes created or acquired by the
Company or one or more of its Restricted Subsidiaries to execute and deliver to
the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor
will unconditionally Guarantee, on a joint and several basis, the full and
prompt payment of the principal of, premium, if any and interest on the Notes on
a senior basis; and

                  WHEREAS, pursuant to Section 10.1 of the Indenture, the
Trustee and the Company are authorized to execute and deliver this Supplemental
Indenture to amend the Indenture, without the consent of any Noteholder;

                  NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the Guarantor, the Company and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:

                                   ARTICLE I

                                   Definitions

                  SECTION 1.1 Defined Terms. As used in this Supplemental
Indenture, terms defined in the Indenture or in the preamble or recital hereto
are used herein as therein defined, except that the term "Holders" in this
Guarantee shall refer to the term "Holders" as defined in the Indenture and the
Trustee acting on behalf or for the benefit of such Holders. The words "herein,"
"hereof" and "hereby" and other words of similar import used in this
Supplemental

<PAGE>

Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof.

                                   ARTICLE II

                        Agreement to be Bound; Guarantee

                  SECTION 2.1 Agreement to be Bound. The Guarantor hereby
becomes a party to the Indenture as a Subsidiary Guarantor and as such will have
all of the rights and be subject to all of the obligations and agreements of a
Subsidiary Guarantor under the Indenture. The Guarantor agrees to be bound by
all of the provisions of the Indenture applicable to a Subsidiary Guarantor and
to perform all of the obligations and agreements of a Subsidiary Guarantor under
the Indenture.

                  SECTION 2.2 Guarantee. The Guarantor hereby fully,
unconditionally and irrevocably guarantees, as primary obligor and not merely as
a surety, jointly and severally with each other Subsidiary Guarantor, to each
Holder of the Notes and the Trustee, the full and punctual payment when due,
whether at maturity, by acceleration, by redemption or otherwise, of the
Obligations pursuant to Article X of the Indenture.

                                  ARTICLE III

                                  Miscellaneous

                  SECTION 3.1 Notices. All notices and other communications to
the Guarantor shall be given as provided in the Indenture to the Guarantor, at
its address set forth below, with a copy to the Company as provided in the
Indenture for notices to the Company.

                  SECTION 3.2 Parties. Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Supplemental Indenture or the Indenture or any
provision herein or therein contained.

                  SECTION 3.3 Governing Law. This Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of New
York.

                  SECTION 3.4 Severability Clause. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability.

                  SECTION 3.5 Ratification of Indenture; Supplemental Indentures
Part of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every Holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby. The

                                      B-14

<PAGE>

Trustee makes no representation or warranty as to the validity or sufficiency of
this Supplemental Indenture.

                  SECTION 3.6 Counterparts. The parties hereto may sign one or
more copies of this Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement.

                  SECTION 3.7 Headings. The headings of the Articles and the
sections in this Guarantee are for convenience of reference only and shall not
be deemed to alter or affect the meaning or interpretation of any provisions
hereof.

                                      B-15

<PAGE>

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

                                           [SUBSIDIARY GUARANTOR],
                                           as a Guarantor

                                           By:__________________________________
                                              Name:
                                              Title:

                                           BNY MIDWEST TRUST COMPANY, as Trustee

                                           By:__________________________________
                                              Name:
                                              Title:

                                           R.J. TOWER CORPORATION

                                           By:__________________________________
                                              Name:
                                              Title:

                                           TOWER AUTOMOTIVE, INC., as Parent
                                           Guarantor

                                           By:__________________________________
                                              Name:
                                              Title:

                                           [INSERT OTHER SUBSIDIARY GUARANTORS]

                                           By:__________________________________
                                              Name:
                                              Title:

                                      B-16