<PAGE>

                                                                    EXHIBIT 4.02

                       AMERICAN AXLE & MANUFACTURING, INC.

           GUARANTEED BY AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

                    5.25% SENIOR NOTES DUE FEBRUARY 11, 2014

                                    INDENTURE

                          Dated as of February 11, 2004

                            BNY Midwest Trust Company

                                     Trustee

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture Act                                               Indenture Section
<S>                                                               <C>
310(a)(1).......................................................         7.10
   (a)(2).......................................................         7.10
   (a)(5).......................................................         7.10
   (b)..........................................................         7.10
   (c)..........................................................         N.A.
311(a)..........................................................         7.11
   (b)..........................................................         7.11
312(a)..........................................................         2.05
   (b)..........................................................        12.03
   (c)..........................................................        12.03
313(a)..........................................................         7.06
   (b)(2).......................................................         7.06
   (c)..........................................................         7.06
                                                                        12.02
   (d)..........................................................         7.06
314(a)..........................................................         4.04
                                                                        12.05
   (c)(1).......................................................        12.04
   (c)(2).......................................................        12.04
   (e)..........................................................        12.05
316(a)(last sentence)...........................................         2.09
   (a)(1)(A)....................................................         6.12
   (a)(1)(B)....................................................         6.13
317(a)(1).......................................................         6.03
</TABLE>

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     Page
<S>                                                                                                                  <C>
                                                        ARTICLE 1
                                        DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.     Definitions....................................................................................      1
Section 1.02.     Other Definitions..............................................................................      9
Section 1.03.     Incorporation by Reference of Trust Indenture Act..............................................     10
Section 1.04.     Rules of Construction..........................................................................     10

                                                        ARTICLE 2
                                                        THE NOTES

Section 2.01.     Form and Dating................................................................................     11
Section 2.02.     Execution and Authentication...................................................................     11
Section 2.03.     Registrar and Paying Agent.....................................................................     12
Section 2.04.     Paying Agent to Hold Money in Trust............................................................     12
Section 2.05.     Holder Lists...................................................................................     12
Section 2.06.     Transfer and Exchange..........................................................................     12
Section 2.07.     Replacement Notes..............................................................................     20
Section 2.08.     Outstanding Notes..............................................................................     20
Section 2.09.     Treasury Notes.................................................................................     20
Section 2.10.     Temporary Notes................................................................................     20
Section 2.11.     Cancellation...................................................................................     21
Section 2.12.     Defaulted Interest.............................................................................     21
Section 2.13.     CUSIP Numbers..................................................................................     21

                                                        ARTICLE 3
                                                        REDEMPTION

Section 3.01.     Method and Effect of Redemption................................................................     21
Section 3.02.     Exclusion of Certain Notes From Eligibility for Selection for Redemption.......................     23
Section 3.03.     Deposit of Redemption Price....................................................................     23
Section 3.04.     Notes Redeemed in Part.........................................................................     23

                                                        ARTICLE 4
                                                        COVENANTS

Section 4.01.     Payment of Principal, Premium and Interest.....................................................     23
Section 4.02.     Maintenance of Office or Agency................................................................     23
Section 4.03.     Money for Notes Payments to be Held in Trust...................................................     24
Section 4.04.     Statement by Officers as to Default............................................................     25
Section 4.05.     Existence......................................................................................     25
Section 4.06.     Limitation on Liens............................................................................     25
Section 4.07.     Limitation on Sale and Leaseback Transactions..................................................     26
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
Section 4.08.     SEC and Other Reports..........................................................................     27
Section 4.09.     Further Instruments and Acts...................................................................     28
Section 4.10.     Delivery of Certain Information................................................................     28

                                                        ARTICLE 5
                                        CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 5.01.     Consolidations and Mergers of Company Permitted Subject to Certain Conditions..................     28
Section 5.02.     Rights and Duties of Successor Corporation.....................................................     29

                                                        ARTICLE 6
                                                  DEFAULTS AND REMEDIES

Section 6.01.     Events of Default..............................................................................     29
Section 6.02.     Acceleration of Maturity; Rescission and Annulment.............................................     30
Section 6.03.     Collection of Indebtedness and Suits for Enforcement by Trustee................................     31
Section 6.04.     Trustee May File Proofs of Claim...............................................................     32
Section 6.05.     Trustee May Enforce Claims Without Possession of Notes.........................................     32
Section 6.06.     Application of Money Collected.................................................................     33
Section 6.07.     Limitation on Suits............................................................................     33
Section 6.08.     Unconditional Right of Holders to Receive Principal, Premium and Interest......................     34
Section 6.09.     Restoration of Rights and Remedies.............................................................     34
Section 6.10.     Rights and Remedies Cumulative.................................................................     34
Section 6.11.     Delay or Omission Not Waiver...................................................................     34
Section 6.12.     Control by Holders.............................................................................     34
Section 6.13.     Waiver of Past Defaults........................................................................     35
Section 6.14.     Undertaking for Costs..........................................................................     35
Section 6.15.     Waiver of Stay or Extension Laws...............................................................     35

                                                        ARTICLE 7
                                                         TRUSTEE

Section 7.01.     Duties of Trustee..............................................................................     36
Section 7.02.     Rights of Trustee..............................................................................     37
Section 7.03.     Individual Rights of Trustee...................................................................     38
Section 7.04.     Trustee's Disclaimer...........................................................................     38
Section 7.05.     Notice of Defaults.............................................................................     38
Section 7.06.     Reports by Trustee to the Holders of the Notes.................................................     38
Section 7.07.     Compensation and Indemnity.....................................................................     38
Section 7.08.     Replacement of Trustee.........................................................................     39
Section 7.09.     Successor Trustee by Merger, Etc...............................................................     40
Section 7.10.     Eligibility; Disqualification..................................................................     40
Section 7.11.     Preferential Collection of Claims Against Company..............................................     41
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                   <C>
                                                        ARTICLE 8
                                         LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance.......................................     41
Section 8.02.     Legal Defeasance and Discharge.................................................................     41
Section 8.03.     Covenant Defeasance............................................................................     41
Section 8.04.     Conditions to Legal Defeasance or Covenant Defeasance..........................................     42
Section 8.05.     Deposited Money and Cash Equivalents to Be Held in Trust; Other Miscellaneous Provisions.......     43
Section 8.06.     Repayment to Company...........................................................................     44
Section 8.07.     Reinstatement..................................................................................     44

                                                        ARTICLE 9
                                                        GUARANTEE

Section 9.01.     Guarantee......................................................................................     44
Section 9.02.     Severability...................................................................................     46
Section 9.03.     Priority of Guarantee..........................................................................     46
Section 9.04.     Limitation of Guarantor's Liability............................................................     46
Section 9.05.     Subrogation....................................................................................     46
Section 9.06.     Reinstatement..................................................................................     46
Section 9.07.     Release of the Guarantor.......................................................................     46
Section 9.08.     Benefits Acknowledged..........................................................................     46

                                                        ARTICLE 10
                                             AMENDMENT, SUPPLEMENT AND WAIVER

Section 10.01.    Supplemental Indentures Without Consent of Holders.............................................     47
Section 10.02.    Supplemental Indentures with Consent of Holders................................................     48
Section 10.03.    Execution of Supplemental Indentures...........................................................     49
Section 10.04.    Effect of Supplemental Indentures..............................................................     49
Section 10.05.    Reference in Notes to Supplemental Indentures..................................................     49

                                                        ARTICLE 11
                                                SATISFACTION AND DISCHARGE

Section 11.01.    Satisfaction and Discharge.....................................................................     49
Section 11.02.    Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions..     50
Section 11.03.    Repayment to the Company.......................................................................     50

                                                        ARTICLE 12
                                                      MISCELLANEOUS

Section 12.01.    Trust Indenture Act Controls...................................................................     51
Section 12.02.    Notices........................................................................................     51
</TABLE>

                                       iii
<PAGE>

<TABLE>
<S>                                                                                                                   <C>
Section 12.03.    Communication by Holders of Notes with Other Holders of Notes..................................     52
Section 12.04.    Certificate and Opinion as to Conditions Precedent.............................................     52
Section 12.05.    Statements Required in Certificate or Opinion..................................................     53
Section 12.06.    Rules by Trustee and Agents....................................................................     53
Section 12.07.    No Personal Liability of Directors, Officers, Employees and Shareholders.......................     53
Section 12.08.    Governing Law..................................................................................     53
Section 12.09.    No Adverse Interpretation of Other Agreements..................................................     54
Section 12.10.    Successors.....................................................................................     54
Section 12.11.    Severability...................................................................................     54
Section 12.12.    Counterpart Originals..........................................................................     54
Section 12.13.    Table of Contents, Headings, Etc...............................................................     54
</TABLE>

                                       iv
<PAGE>

                                    EXHIBITS

Exhibit A         FORM OF NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF GUARANTEE

                                        v
<PAGE>

                  INDENTURE dated as of February 11, 2004, between American Axle
& Manufacturing, Inc., a Delaware corporation (the "Company"), American Axle &
Manufacturing HOLDINGS, Inc., a Delaware corporation ("Holdings"), as Guarantor
(as defined below) and BNY Midwest Trust Company, an Illinois trust company, as
trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of (i) the 5.25%
Senior Notes of the Company due February 11, 2014 (the "Original Notes"), (ii)
any additional notes (the "Additional Notes") that may be issued on any Issue
Date (all such Notes in clauses (i) and (ii) being referred to collectively as
the "Initial Notes"), (iii) if and when issued as provided in a Registration
Rights Agreement (as defined herein), the Company's 5.25% Senior Notes due
February 11, 2014 issued in a Exchange Offer (as defined herein) in exchange for
any Initial Notes (the "Exchange Notes") and (iv) if and when issued as provided
in a Registration Rights Agreement, the Private Exchange Notes (as defined
herein, and together with the Initial Notes and any Exchange Notes issued
hereunder, the "Notes") issued in a Private Exchange (as defined herein). Except
as otherwise provided herein, the Notes shall be limited to $250,000,000 in
aggregate principal amount outstanding.

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  Section 1.01. Definitions.

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

                  "Additional Interest" means the additional interest (if any)
payable by the Company in the event of a Registration Default under, and as
defined in, the Registration Rights Agreement.

                  "Additional Notes" means an unlimited aggregate principal
amount of Notes (other than the Initial Notes) issued under this Indenture in
accordance with Section 2.02 hereof.

                  "Adjusted Treasury Rate" means, with respect to any date of
redemption, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for that date of redemption.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control," as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by

                                       1
<PAGE>

agreement or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" shall have
correlative meanings.

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

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

                  "Attributable Debt," when used in respect of any Sale and
Leaseback Transaction, means, as of the time of determination, the total
obligation (discounted to present value at the rate per annum equal to the
discount rate which would be applicable to a capital lease obligation with like
term in accordance with GAAP) of the lessee for rental payments (other than
amounts required to be paid on account of property taxes, maintenance, repairs,
insurance, water rates and other items which do not constitute payments for
property rights) during the remaining portion of the initial term of the lease
included in such Sale and Leaseback Transaction.

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

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

                  "Board of Directors" means (i) with respect to a corporation,
the board of directors of the corporation; (ii) with respect to a partnership,
the Board of Directors of the general partner of the partnership; and (iii) with
respect to any other Person, the board or committee of such Person serving a
similar function.

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

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

                  "Capital Stock" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or a business entity, any
and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited), and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

                  "Cash Equivalents" means (i) United States dollars, (ii)
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof (provided that the
full faith and credit of the United States is pledged in support thereof) having
maturities of not more than six months from the date of acquisition,

                                       2
<PAGE>

(iii) certificates of deposit and eurodollar time deposits with maturities of
six months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding six months and overnight bank deposits, in each case,
with institutional lenders having capital and surplus in excess of $500.0
million, a Thomson Bank Watch Rating of "B" or better and chartered or organized
in the United States, (iv) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clauses (ii) and
(iii) above entered into with any financial institution meeting the
qualifications specified in clause (iii) above, (v) commercial paper having the
highest rating obtainable from Moody's Investors Service, Inc. or Standard &
Poor's Rating Services and in each case maturing within six months after the
date of acquisition, and (vi) money market funds at least 95% of the assets of
which constitute Cash Equivalents of the kinds described in clauses (i) through
(v) of this definition.

                  "Company" means American Axle & Manufacturing, Inc., a
Delaware corporation.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes.

                  "Comparable Treasury Price" means, with respect to any date of
redemption, (1) the average of the Reference Treasury Dealer Quotations for the
date of redemption, after excluding the highest and lowest Reference Treasury
Dealer Quotations or (2) if the Quotation Agent obtains fewer than four
Reference Treasury Dealer Quotations, the average of all such Reference Treasury
Dealer Quotations.

                  "Consolidated Current Liabilities" means the aggregate of the
current liabilities of Holdings appearing on the most recent available
consolidated balance sheet of Holdings, all in accordance with GAAP. In no event
shall Consolidated Current Liabilities include any obligation of Holdings or its
Subsidiaries issued under a revolving credit or similar agreement if the
obligation issued under such agreement matures by its terms within 12 months
from the date thereof but by the terms of such agreement such obligation may be
renewed or extended or the amount thereof reborrowed or refunded at the option
of Holdings, the Company or any Subsidiary for a term in excess of 12 months
from the date of determination.

                  "Consolidated Net Tangible Assets" means Consolidated Tangible
Assets after deduction of Consolidated Current Liabilities.

                  "Consolidated Tangible Assets" means the aggregate of all
assets of Holdings (including the value of all existing Sale and Leaseback
Transactions and any assets resulting from the capitalization of other long-term
lease obligations in accordance with GAAP) appearing on the most recent
available consolidated balance sheet of Holdings at their net book values, after
deducting related depreciation, applicable allowances and other properly
deductible items, and after deducting all goodwill, trademarks, tradenames,
patents, unamortized debt discount and expenses and other like intangibles, all
prepared in accordance with GAAP.

                                       3
<PAGE>

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

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

                  "Debt" has the meaning set forth in Section 4.07.

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

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

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

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

                  "Exchange Notes" means the Notes issued in the Exchange Offer
in accordance with Section 2.06(e) hereof.

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

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

                  "Funded Debt" means all Debt having a maturity of more than 12
months from the date as of which the determination is made or having a maturity
of 12 months or less but by its terms being renewable or extendable beyond 12
months from such date at the option of the borrower, but excluding any such Debt
owed to the Company, the Guarantor or a Subsidiary.

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

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

                                       4
<PAGE>

                  "Global Notes" means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, issued in
accordance with certain sections of this Indenture.

                  "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America for the payment of which
guarantee or obligations the full faith and credit of the United States is
pledged.

                  "guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness or other obligations.

                  "Guarantee" means any guarantee of the obligations of the
Company under this Indenture and the Notes by any Person in accordance with the
provisions of this Indenture.

                  "Guarantor" means Holdings and its successors and assigns
until released from its obligations under its Guarantee and this Indenture in
accordance with the terms of this Indenture.

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

                  "Holdings" means American Axle & Manufacturing Holdings, Inc.,
a Delaware Corporation.

                  "Indebtedness" means (1) any liability of any Person (a) for
borrowed money, or (b) evidenced by a bond, note, debenture or similar
instrument (including purchase money obligations but excluding Trade Payables),
or (c) for the payment of money relating to a lease that is required to be
classified as a capitalized lease obligation in accordance with GAAP; (2)
preferred or preference stock of a Subsidiary of the Company held by Persons
other than the Company or a Subsidiary of the Company; (3) any liability of
others described in the preceding clause (1) that the Person has guaranteed,
that is recourse to such Person or that is otherwise its legal liability; and
(4) any amendment, supplement, modification, deferral, renewal, extension or
refunding of any liability of the types referred to in clauses (1), (2) and (3)
above.

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

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

                  "Initial Notes" means $250 million in aggregate principal
amount of Notes originally issued under this Indenture on the date hereof.

                  "Issue Date" means the date on which the initial $250 million
in aggregate principal amount of the Notes were originally issued under this
Indenture.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
commercial banks in The City of New York or at a place of payment are authorized
or required by law,

                                       5
<PAGE>

regulation or executive order to remain closed. If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.

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

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

                  "Maturity" means, with respect to any Note, the date on which
any principal of such Note becomes due and payable as therein or herein
provided, whether at the Stated Maturity with respect to such principal or by
declaration of acceleration, call for redemption or purchase or otherwise.

                  "Mortgage" means, with respect to any property or assets, any
mortgage or deed of trust, pledge, hypothecation, assignment, security interest,
lien, encumbrance, or any other security arrangement of any kind or nature
whatsoever on or with respect to such property or assets (including any
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing).

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

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

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

                  "Operating Property" means any real property or equipment
located in the United States owned by, or leased to, the Company, Holdings or
any Subsidiary that has a market value in excess of 1.0% of Consolidated Net
Tangible Assets.

                  "Opinion of Counsel" means an opinion from legal counsel that
meets the requirements of Section 12.05 hereof. The counsel may be an employee
of or counsel to the Company.

                                       6
<PAGE>

                  "Participant" means a Person who has an account with the
Depositary.

                  "Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

                  "Place of Payment" when used with respect to the Notes, shall
mean the place or places in the Borough of Manhattan, The City of New York,
where the principal of and premium and Additional Interest, if any, and interest
on the Notes are payable as specified as contemplated by Section 4.02.

                  "Private Exchange" means an offer by the Issuer, pursuant to a
Registration Rights Agreement, to issue and deliver to certain purchasers, in
exchange for the Initial Notes held by such purchasers as part of their initial
distribution, a like aggregate principal amount of Private Exchange Notes.

                  "Private Exchange Notes" means the Notes of the Issuer issued
in exchange for Initial Notes, pursuant to this Indenture in connection with a
Private Exchange pursuant to a Registration Rights Agreement.

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

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

                  "Quotation Agent" means Banc of America Securities LLC, which
the Company refers to as Banc of America Securities, or another Reference
Treasury Dealer appointed by the Company.

                  "Redemption Date", when used with respect to any Note to be
redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture.

                  "Redemption Price" shall mean a price equal to the greater of
(1) 100% of the principal amount of the Notes to be redeemed and (2) as
determined by the Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal and interest on the Notes to be
redeemed (not including any portion of those payments of interest accrued to the
date of redemption) from the Redemption Date to the maturity date of the Notes
being redeemed, in each case discounted to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate, plus 20 basis points, plus, in each case, accrued
and unpaid interest on the Notes to the date of redemption.

                  "Reference Treasury Dealer" means each of Banc of America
Securities, J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, any other dealer selected by Banc of America Securities, and
the respective successors of the foregoing; provided, however, that, if any of
the foregoing shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall substitute
another Primary Treasury Dealer.

                                       7
<PAGE>

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any date of redemption, the average, as
determined by the Quotation Agent, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Quotation Agent by that Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding that date of redemption.

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of February 11, 2004, by and among the Company, Holdings and
the other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements between the Company
and the other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

                  "Repayment Date" shall mean, when used with respect to any
Note to be repaid at the option of the Holder, the date fixed for such repayment
by or pursuant to this Indenture.

                  "Responsible Officer" when used with respect to the Trustee,
means any officer within the Corporate Trust Office of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

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

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

                  "Restricted Subsidiary" means any Subsidiary (excluding the
Company) that owns Operating Property.

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

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

                  "Sale and Leaseback Transaction" means any arrangement with
any Person providing for the leasing to the Company, the Guarantor or any
Subsidiary of any Operating Property, which Operating Property has been or is to
be sold or transferred by the Company, Holdings or such Subsidiary to such
Person.

                  "SEC" means the Securities and Exchange Commission.

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

                                       8
<PAGE>

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

                  "Significant Subsidiary" means any Subsidiary that would
constitute a "significant subsidiary" within the meaning of Article 1 of
Regulation S-X of the Securities Act as in effect on the date of this Indenture.

                  "Stated Maturity" means, when used with respect to the Notes
or any installment of interest thereon, the date specified in such Notes as the
fixed date on which the principal of such Note or such installment of interest
is due and payable, and, when used with respect to any other Indebtedness, means
the date specified in the instrument governing such Indebtedness as the fixed
date on which the principal of such Indebtedness, or any installment of interest
thereon, is due and payable.

                  "Subsidiary" means any corporation of which at least a
majority of the outstanding stock having by the terms thereof ordinary voting
power for the election of directors of such corporation (irrespective of whether
or not at the time stock of any other class or classes of such corporation shall
have or might have voting power by reason of the happening of any contingency)
is at the time directly or indirectly owned by the Company, Holdings or by one
or more other Subsidiaries, or by the Company, Holdings and one or more other
Subsidiaries.

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

                  "Trade Payables" means accounts payable or any other
Indebtedness or monetary obligations to trade creditors created or assumed in
the ordinary course of business in connection with the obtaining of materials or
services.

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

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

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

                  Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                        DEFINED IN
                               TERM                                      SECTION
                               ----                                      -------
<S>                                                                     <C>
"Authentication Order"............................................         2.02
"Covenant Defeasance".............................................         8.03
"DTC".............................................................         2.03
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>
                                                                        DEFINED IN
                               TERM                                      SECTION
                               ----                                      -------
<S>                                                                     <C>
"Event of Default"................................................         6.01
"Legal Defeasance"................................................         8.02
"Paying Agent"....................................................         2.03
"Registrar".......................................................         2.03
</TABLE>

                  Section 1.03. Incorporation by Reference of Trust Indenture
Act. Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

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

                  (i)      "indenture securities" means the Notes;

                  (ii)     "indenture security Holder" means a Holder of a Note;

                  (iii)    "indenture to be qualified" means this Indenture;

                  (iv)     "indenture trustee" or "institutional trustee" means
                           the Trustee; and

                  (v)      "obligor" on the Notes means the Company and any
                           successor obligor upon the Notes.

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

                  Section 1.04. Rules of Construction. Unless the context
otherwise requires:

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

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

                  (iii)    "or" is not exclusive;

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

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

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

                                       10
<PAGE>

                                    ARTICLE 2

                                    THE NOTES

                  Section 2.01. Form and Dating. (a) General. The Notes and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit A hereto. The Notes may have notations, legends or endorsements required
by law, stock exchange rule or usage. Each Note shall be dated the date of its
authentication. The Notes shall be in denominations of $1,000 and integral
multiples thereof.

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

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

                  Section 2.02. Execution and Authentication. One Officer shall
sign the Notes for the Company by manual or facsimile signature.

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

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

                  The Trustee shall, upon a written order of the Company signed
by one Officer (an "Authentication Order"), authenticate an unlimited aggregate
principal amount of Notes for original issue, of which $250 million will be
issued as Initial Notes on the date hereof. The aggregate principal amount of
Notes outstanding at any time may not exceed such amount except as provided in
Section 2.07 hereof.

                                       11
<PAGE>

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

                  Section 2.03. Registrar and Paying Agent. The Company shall
maintain an office or agency where Notes may be presented for registration of
transfer or for exchange ("Registrar") and an office or agency where Notes may
be presented for payment ("Paying Agent"). The Registrar shall keep a register
of the Notes and of their transfer and exchange. The Company may appoint one or
more co-registrars and one or more additional paying agents. The term
"Registrar" includes any co-registrar and the term "Paying Agent" includes any
additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall promptly notify the Trustee in
writing of the name and address of any Agent not a party to this Indenture. If
the Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may
act as Paying Agent or Registrar.

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

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

                  Section 2.04. Paying Agent to Hold Money in Trust. The Company
shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent shall hold in trust for the benefit of Holders or the Trustee
all money held by the Paying Agent for the payment of principal, premium or
Additional Interest, if any, or interest on the Notes, and shall notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

                  Section 2.05. Holder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of all Holders and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least seven Business Days before each interest payment date
and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of the Holders of Notes and the Company shall otherwise comply with
TIA Section 312(a).

                  Section 2.06. Transfer and Exchange. (a) Transfer and Exchange
of Global Notes. A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee

                                       12
<PAGE>

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

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

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

                  (ii)     All Other Transfers and Exchanges of Beneficial
         Interests in Global Notes. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section
         2.06(b)(i) above, the transferor of such beneficial interest must
         deliver to the Registrar either: (A)(1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         credit or cause to be credited a beneficial interest in the Global Note
         in an amount equal to the beneficial interest to be transferred or
         exchanged and (2) instructions given in accordance with the Applicable
         Procedures containing information regarding the Participant account to
         be credited with such increase, or (B)(1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the

                                       13
<PAGE>

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

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

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

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

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

                           (D)      the Registrar receives the following:

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

                                    (2)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in an

                                       14
<PAGE>

                           Unrestricted Global Note, a certificate from such
                           holder in the form of Exhibit B hereto, including the
                           certifications in item (3) thereof;

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

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

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

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

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

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

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

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

                           (D)      the Registrar receives the following:

                                    (1)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a Definitive
                           Note that does not bear the Private Placement Legend,
                           a certificate from

                                       15
<PAGE>

                           such holder in the form of Exhibit C hereto,
                           including the certifications in item (1)(b) thereof;
                           or

                                    (2)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Definitive Note that does not bear the Private
                           Placement Legend, a certificate from such holder in
                           the form of Exhibit B hereto, including the
                           certifications in item (3) thereof;

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

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

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

                  (e)      Exchange Offer. Upon the occurrence of the Exchange
Offer in accordance with the Registration Rights Agreement, the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes
in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by

                                       16
<PAGE>

Persons that certify in the applicable Letters of Transmittal that (x) they are
not Broker-Dealers, (y) they are not participating in a distribution of the
Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the
Company, and accepted for exchange in the Exchange Offer and (ii) Definitive
Notes in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes accepted for exchange in the Exchange Offer.
Concurrently with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Definitive Notes in the appropriate principal amount.

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

                  (i)      Private Placement Legend.

                           (A)      Except as permitted by subparagraph (B)
                  below, each Global Note and each Definitive Note (and all
                  Notes issued in exchange therefor or substitution thereof)
                  shall bear the legend in substantially the following form:

                  "THIS SECURITY AND THE GUARANTEE HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                  ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY,
                  THE GUARANTEE NOR ANY INTEREST OR PARTICIPATION HEREIN OR
                  THEREIN 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, REGISTRATION.

                  THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1)
                  REPRESENTS THAT IT IS A ""QUALIFIED INSTITUTIONAL BUYER" (AS
                  DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES TO
                  OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
                  DATE (THE ""RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO
                  YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
                  THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF ANY OF
                  THE FOREGOING WAS THE OWNER OF THIS SECURITY (OR ANY
                  PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY
                  SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITY IS
                  ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, 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 WHICH NOTICE IS GIVEN THAT THE TRANSFER
                  IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A

                                       17
<PAGE>

                  REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
                  THE SECURITIES ACT OR (D) PURSUANT TO ANOTHER AVAILABLE
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                  ACT, INCLUDING UNDER RULE 144, IF AVAILABLE, SUBJECT TO THE
                  COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER,
                  SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO, PRIOR TO THE
                  RESALE RESTRICTION TERMINATION DATE, REQUIRE THE DELIVERY OF
                  AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
                  SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING
                  CASES, 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."

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

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

                  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
                  INDENTURE GOVERNING THE NOTE) OR ITS NOMINEE IN CUSTODY FOR
                  THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
                  TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
                  (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
                  REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS
                  GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
                  TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE
                  MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
                  SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
                  TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
                  CONSENT OF THE COMPANY."

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

                                       18
<PAGE>

to reflect such reduction; and if the beneficial interest is being exchanged for
or transferred to a Person who shall take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note shall be
increased accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.

                  (h)      General Provisions Relating to Transfers and
Exchanges.

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

                  (ii)     No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.04, and 10.05
         hereof).

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

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

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

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

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

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

                                       19
<PAGE>

                  Section 2.07. Replacement Notes. If any mutilated Note is
surrendered to the Trustee or the Company or if the Trustee receives evidence to
its satisfaction of the destruction, loss or theft of any Note, the Company
shall issue and the Trustee, upon receipt of an Authentication Order, shall
authenticate a replacement Note if the Trustee's requirements are met. If
required by the Trustee or the Company, an indemnity bond must be supplied by
the Holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Note is replaced. The Company may
charge for its expenses in replacing a Note.

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

                  Section 2.08. Outstanding Notes. The Notes outstanding at any
time are all the Notes authenticated by the Trustee except for those canceled by
it, those delivered to it for cancellation, those reductions in the interest in
a Global Note effected by the Trustee in accordance with the provisions hereof,
and those described in this Section as not outstanding. Except as set forth in
Section 2.09 hereof, a Note does not cease to be outstanding because the Company
or an Affiliate of the Company holds the Note; however, Notes held by the
Company or a Subsidiary of the Company shall not be deemed to be outstanding for
purposes of Section 3.01 hereof.

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

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

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds, on a Redemption Date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

                  Section 2.09. Treasury Notes. In determining whether the
Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company, or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company, shall be considered as though not outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes that a
Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded.

                  Section 2.10. Temporary Notes. Until certificates representing
Notes are ready for delivery, the Company may prepare and the Trustee, upon
receipt of an Authentication Order, shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of certificated Notes but may
have variations that the Company considers appropriate for temporary Notes and
as shall be reasonably acceptable to the Trustee. Without unreasonable delay,
the

                                       20
<PAGE>

Company shall prepare and the Trustee shall authenticate definitive Notes in
exchange for temporary Notes.

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

                  Section 2.11. Cancellation. The Company at any time may
deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent
shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and shall dispose of such canceled Notes in its customary
manner. Subject to Section 2.07, the Company may not issue new Notes to replace
Notes that it has paid or that have been delivered to the Trustee for
cancellation.

                  Section 2.12. Defaulted Interest. If the Company defaults in a
payment of interest on the Notes, it shall pay the defaulted interest in any
lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in
each case at the rate provided in the Notes and in Section 4.01 hereof. The
Company shall notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each Note and the date of the proposed payment. The
Company shall fix or cause to be fixed each such special record date and payment
date, provided that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest. At least 15 days before
the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.

                  Section 2.13. CUSIP Numbers. The Company in issuing the Notes
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not
be affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee of any change in the "CUSIP" numbers.

                                    ARTICLE 3

                                   REDEMPTION

                  Section 3.01. Method and Effect of Redemption. (a) If the
Company elects to redeem the Notes pursuant to the optional redemption
provisions hereof, it must notify the Trustee of the Redemption Date, the
Redemption Price and the principal amount of the Notes to be redeemed by
delivering written notice at least 30 days before the Redemption Date (unless a
shorter period is satisfactory to the Trustee). 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. If fewer than all of the Notes are being
redeemed, the particular Notes to be redeemed

                                       21
<PAGE>

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, by
such method as may be specified by the terms of such Notes or, if no such method
is so specified pro rata or by such method as the Trustee shall deem fair and
appropriate. The Trustee shall notify the Company promptly in writing of the
Notes or portions of Notes to be called for redemption and, in the case of any
Notes selected for partial redemption, the principal amount thereof to be
redeemed. Except as otherwise provided as to the Notes, the Notes and portions
thereof that the Trustee selects shall be in amounts equal to the minimum
authorized denomination for the Notes to be redeemed or any integral multiple
thereof, except that if all of the Notes are to be redeemed, the entire
outstanding amount of the Notes held by such Holder, even if not equal to the
minimum authorized denomination for the Notes, shall be redeemed. Provisions of
this Indenture that apply to Notes called for redemption also apply to portions
of Notes called for redemption.

                  (b)      Notice of redemption must be mailed by first-class
mail by the Company or at the Company's request, by the Trustee in the name and
at the expense of the Company, to Holders at the address set forth in the most
recent noteholder list described in Section 2.05 hereof whose Notes are to be
redeemed at least 30 days but not more than 60 days before the Redemption Date.
The notice of redemption will identify the Notes to be redeemed and will include
or state the following:

                  (1)      the Redemption Date;

                  (2)      the Redemption Price fixed in accordance with the
         terms of the Notes to be redeemed, plus accrued interest, if any, to
         the date fixed for redemption;

                  (3)      the place or places where Notes are to be surrendered
         to the Paying Agent for redemption;

                  (4)      that Notes called for redemption must be so
         surrendered to the Paying Agent in order to collect the Redemption
         Price;

                  (5)      that, on the Redemption Date, the Redemption Price
         will become due and payable on Notes called for redemption, and, unless
         the Company defaults in payment of the Redemption Price, interest on
         Notes called for redemption will cease to accrue on and after the
         Redemption Date;

                  (6)      if less than all the outstanding Notes are to be
         redeemed, the identification (and, in the case of partial redemption,
         the principal amounts) of the particular Notes to be redeemed;

                  (7)      if any Note contains a CUSIP number, no
         representation is being made as to the correctness of the CUSIP number
         either as printed on the Notes or as contained in the notice of
         redemption and that the Holder should rely only on the other
         identification numbers printed on the Notes; and

                  (8)      that the redemption is for a sinking fund, if such is
         the case.

                                       22
<PAGE>

                  (c)      Once notice of redemption is sent to the Holders,
Notes called for redemption become due and payable at the Redemption Price on
the Redemption Date, and upon surrender of the Notes called for redemption, the
Company shall redeem such Notes at the Redemption Price. Commencing on the
Redemption Date, Notes redeemed will cease to accrue interest. Upon surrender of
any Note redeemed in part, the Holder will receive a new Note equal in principal
amount to the unredeemed portion of the surrendered Note.

                  Section 3.02. Exclusion of Certain Notes From Eligibility for
Selection for Redemption. Notes shall be excluded from eligibility for selection
for redemption if they are identified by registration and certificate number in
an Officers' Certificate delivered to the Trustee at least 40 days prior to the
last date on which notice of redemption may be given as being owned of record
and beneficially by, and not pledged or hypothecated by either (a) the Company
or the Guarantor or (b) an entity specifically identified in such written
statement as directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company or the Guarantor.

                  Section 3.03. Deposit of Redemption Price. Prior to 11:00 a.m.
on 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 4.02) an amount of money sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date, unless otherwise specified in or pursuant to the Board
Resolutions) any accrued interest on, all the Notes or portions thereof which
are to be redeemed on that date.

                  Section 3.04. Notes Redeemed in Part. Upon surrender of a Note
that is redeemed in part, the Company shall issue and, upon the Company's
written request, the Trustee shall authenticate for the Holder at the expense of
the Company a new Note equal in principal amount to the unredeemed portion of
the Note surrendered.

                                    ARTICLE 4

                                    COVENANTS

                  Section 4.01. Payment of Principal, Premium and Interest. The
Company covenants and agrees for the benefit of the Notes that it will duly and
punctually pay the principal of and any premium and Additional Interest, if any,
and interest on the Notes in accordance with the terms of such Notes and this
Indenture.

                  Section 4.02. Maintenance of Office or Agency. The Company
will maintain in each Place of Payment for any series of notes an office or
agency where the Notes may be presented or surrendered for payment, where 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 Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office of agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demand may be

                                       23
<PAGE>

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 where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for any Notes for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

                  Section 4.03. Money for Notes Payments to be Held in Trust. If
the Company shall at any time act as its own Paying Agent with respect to any
Notes, it will, on or before each due date of the principal of or any premium
and Additional Interest, if any, and 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 and any premium and Additional Interest, if any, and
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 of
its action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
any Notes, it will, prior to each due date of the principal of or any premium
and Additional Interest, if any, or interest on any Notes, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

                  The Company will cause each Paying Agent for any Notes 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 (i) comply with the provisions of the
Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the Notes)
in the making of any payment in respect of the Notes, and upon written request
of the Trustee, forthwith pay to the Trustee all sums held in trust by such
Paying Agent for payment in respect of the Notes.

                  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,
liability with respect to such money.

                  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 any
premium and Additional Interest, if any, or interest on any Notes and remaining
unclaimed for two years after such principal, premium and Additional Interest,
if any, or interest has become due and payable shall be paid to the Company on
Company Request, 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

                                       24
<PAGE>

with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in The City of New York, 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, any unclaimed balance of such money then
remaining will be repaid to the Company.

                  Section 4.04. Statement by Officers as to Default. (a) The
Company and the Guarantor will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, one of the signers of which shall be the principal
executive officer, principal financial officer or principal accounting officer
of the Company or the Guarantor, as the case may be, stating whether or not to
the best knowledge of the signers thereof the Company or the Guarantor, as the
case may be is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company or the
Guarantor shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

         (b)      The Company and the Guarantor shall, so long as any of the
Notes are outstanding, deliver to the Trustee, forthwith, but in no event later
than 30 Business Days, upon any Officer becoming aware of any event which after
notice or lapse of time would become a Default or Event of Default under clauses
(3) or (5) of Section 6.01, a notice specifying such Default or Event of Default
and what action the Company or the Guarantor, as the case may be is taking or
proposes to take with respect thereto.

                  Section 4.05. Existence. Subject to Article 5, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its existence, rights (charter and statutory) and franchises;
provided, however, that the Company shall not be required to preserve any such
right or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and that the loss thereof is not disadvantageous in any material
respect to the Holders.

                  Section 4.06. Limitation on Liens. Unless otherwise indicated
with respect to the Notes, the Company and Holdings each agree that it will not,
and will not permit any Restricted Subsidiary to, create, incur, issue, assume
or guarantee any indebtedness for money borrowed ("Debt"), secured by a Mortgage
upon any Operating Property, or upon shares of capital stock or Debt issued by
any Restricted Subsidiary and owned by the Company or Holdings or any Restricted
Subsidiary, whether owned at the date of this Indenture or hereafter acquired,
without effectively providing concurrently that the outstanding Notes under this
Indenture are secured equally and ratably with or, at the option of the Company,
prior to such Debt so long as such Debt shall be so secured. Unless, at the time
of such creation, incurrence, issuance, assumption or guarantee, after giving
effect thereto and to the retirement of any Debt which is concurrently being
retired, the aggregate amount of all such Debt secured by Mortgages which would
otherwise be subject to such restrictions (other than any Debt secured by
Mortgages permitted in Clauses (1) through (7) of this Section 4.07) plus all
Attributable Debt of the Company,

                                       25
<PAGE>

Holdings, and the Restricted Subsidiaries in respect of Sale and Leaseback
Transactions with respect to Operating Properties (with the exception of such
Sale and Leaseback Transactions permitted under Clauses (1) through (4) of
Section 4.08) does not exceed 10% of Consolidated Net Tangible Assets; provided,
however, that this Section shall not apply to, and there shall be excluded from
Debt in any computation under this Section, Debt secured by:

                  (1)      Mortgages on property existing at the time of the
         acquisition thereof;

                  (2)      Mortgages on property of a corporation existing at
         the time such corporation is merged into or consolidated with the
         Company, Holdings or a Restricted Subsidiary or at the time of a sale,
         lease or other disposition of the properties of such corporation (or a
         division thereof) as an entirety or substantially as an entirety to the
         Company, Holdings or a Restricted Subsidiary, provided that any such
         Mortgage does not extend to any property owned by the Company, Holdings
         or any Restricted Subsidiary immediately prior to such merger,
         consolidation, sale, lease or disposition;

                  (3)      Mortgages on property of a corporation existing at
         the time such corporation becomes a Restricted Subsidiary;

                  (4)      Mortgages in favor of the Company, Holdings or a
         Restricted Subsidiary;

                  (5)      Mortgages to secure all or part of the cost of
         acquisition, construction, development or improvement of the underlying
         property, or to secure Debt incurred to provide funds for any such
         purpose, provided that the commitment of the creditor to extend the
         credit secured by any such Mortgage shall have been obtained no later
         than 360 days after the later of (a) the completion of the acquisition,
         construction, development or improvement of such property or (b) the
         placing in operation of such property;

                  (6)      Mortgages in favor of the United States of America or
         any State thereof, or any department, agency or instrumentality or
         political subdivision thereof, to secure partial, progress, advance or
         other payments; and

                  (7)      Mortgages existing on the date of this Indenture or
         any extension, renewal, replacement or refunding of any Debt secured by
         a Mortgage existing on the date of this Indenture or referred to in
         clauses (1) to (3) or (5) of this Section 4.07, provided that any such
         extension, renewal, replacement or refunding of such Debt shall be
         created within 360 days of repaying the Debt secured by the Mortgage
         referred to in clauses (1) to (3) or (5) and any such extension,
         renewal, replacement or refunding of such Debt shall be created within
         360 days of repaying the Debt secured by the Mortgage referred to in
         clauses (1) to (3) or (5) and the principal amount of Debt secured
         thereby and not otherwise authorized by clauses (1) to (3) or (5) shall
         not exceed the principal amount of Debt, plus any premium or fee
         payable in connection with any such extension, renewal, replacement or
         refunding, so secured at the time of such extension, renewal,
         replacement or refunding.

                  Section 4.07. Limitation on Sale and Leaseback Transactions.
Unless otherwise indicated with respect to any series of Notes, the Company and
Holdings each agree as to the

                                       26
<PAGE>

Notes, that it will not, and it will not permit any Restricted Subsidiary to,
enter into any Sale and Leaseback Transaction with respect to any Operating
Property unless:

                  (1)      the Sale and Leaseback Transaction is solely with the
         Company, Holdings or another Restricted Subsidiary;

                  (2)      the lease is for a period not in excess of
         twenty-four months, including renewals;

                  (3)      the Company, Holdings or such Restricted Subsidiary
         would (at the time of entering into such arrangement) be entitled as
         described in clauses (1) through (7) of Section 4.07, without equally
         and ratably securing the Notes then outstanding under this Indenture,
         to create, incur, issue, assume or guarantee Debt secured by a Mortgage
         on such Operating Property in the amount of the Attributable Debt
         arising from such Sale and Leaseback Transaction;

                  (4)      the Company, Holdings or such Restricted Subsidiary
         within 360 days after the sale of such Operating Property in connection
         with such Sale and Leaseback Transaction is completed, applies an
         amount equal to the greater of (A) the net proceeds of the sale of such
         Operating Property or (B) the fair market value of such Operating
         Property to (i) the retirement of Notes, other Funded Debt of the
         Company or Holdings ranking on a parity with the Notes or Funded Debt
         of a Restricted Subsidiary or (ii) the purchase of Operating Property;
         or

                  (5)      the Attributable Debt of the Company, Holdings and
         its Restricted Subsidiaries in respect of such Sale and Leaseback
         Transaction and all other Sale and Leaseback Transactions entered into
         after the date of this Indenture (other than any such Sale and
         Leaseback Transactions as would be permitted as described in clauses
         (1) through (4) of this Section 4.08), plus the aggregate principal
         amount of Debt secured by Mortgages on Operating Properties then
         outstanding (not including any such Debt secured by Mortgages described
         in clauses (1) through (7) of Section 4.07) which do not equally and
         ratably secure such outstanding Notes (or secure such outstanding Notes
         on a basis that is prior to other Debt secured thereby), would not
         exceed 10% of Consolidated Net Tangible Assets.

                  Section 4.08. SEC and Other Reports. The Guarantor shall
deliver to the Trustee, within 15 days after it files such annual and quarterly
reports, information, documents and other reports with the SEC, copies of its
annual report and of 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) which the Guarantor is required to file with the SEC pursuant to
Section 13 or 15 (d) of the Exchange Act. The Guarantor also shall comply with
the provisions of TIA Section 314(a). Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of the same shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Guarantor's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officer's Certificate).

                                       27
<PAGE>

                  Section 4.09. Further Instruments and Acts. Upon request of
the Trustee or as otherwise necessary, the Company will execute and deliver such
further instruments and do such further acts or as otherwise necessary may be
reasonably necessary or proper to carry out more effectively the purposes of
this Indenture.

                  Section 4.10. Delivery of Certain Information. At any time
when the Guarantor is not subject to Section 13 or 15(d) of the Exchange Act,
upon the request of a Holder or any beneficial holder of Notes, the Guarantor
will promptly furnish or cause to be furnished Rule 144A Information (as defined
below) to such Holder or any beneficial holder of Notes, or to a prospective
purchaser of any such security designated by any such holder, as the case may
be, to the extent required to permit compliance by such Holder or holder with
Rule 144A under the Securities Act in connection with the resale of any such
security. "Rule 144A Information" shall be such information as is specified
pursuant to Rule 144A(d)(4) under the Securities Act.

                                    ARTICLE 5

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

                  Section 5.01. Consolidations and Mergers of Company Permitted
Subject to Certain Conditions. The Company or Holdings may not consolidate with
or merge into any other Person or convey, transfer or lease their properties and
assets substantially as an entirety to any Person, unless:

                  (a)      The successor or transferee Person, if other than the
         Company or Holdings, as the case may be, is a corporation organized and
         existing under the laws of the United States, any state thereof or the
         District of Columbia and expressly assumes by an indenture supplemental
         hereto, executed and delivered to the Trustee, in form reasonably
         satisfactory to the Trustee, the due and punctual payment of the
         principal of, premium and Additional Interest, if any, or interest on,
         all the outstanding Notes and the performance of every covenant and
         obligation in this Indenture to be performed or observed by the Company
         or Holdings, as the case may be;

                  (b)      immediately after giving effect to such transaction,
         no Event of Default, and no event which, after notice or lapse of time
         or both, would become an Event of Default, shall have happened and be
         continuing; and

                  (c)      the Company or Holdings, as the case may be, has
         delivered to the Trustee an Officers' Certificate and an Opinion of
         Counsel, each stating that such consolidation, merger, conveyance,
         transfer or lease and, if a supplemental indenture is required in
         connection with such transaction, such supplemental indenture comply
         with this Article and that all conditions precedent herein provided for
         relating to such transaction have been complied with.

                  In the case of any such consolidation, merger, conveyance or
transfer, the successor Person will succeed to and be substituted for the
Company or Holdings, as the case may be, as obligor on, or Guarantor of, the
Notes or the Guarantee, as the case may be, with the same effect as if it had
been named herein as the Company or Guarantor, as the case may be.

                                       28
<PAGE>

                  Section 5.02. Rights and Duties of Successor Corporation. Upon
any consolidation of the Company or the Guarantor with, or merger of the Company
or the Guarantor into, any other Person or any conveyance, transfer or lease of
the properties and assets of the Company or the Guarantor substantially as an
entirety in accordance with Section 5.01, the successor Person formed by such
consolidation or into which the Company or the Guarantor is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company or the Guarantor ,
as the case may be, under this Indenture with the same effect as if such
successor Person had been named as the Company or the Guarantor herein, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the Notes.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

                  Section 6.01. Events of Default. "Event of Default," wherever
used herein with respect to the Notes, shall mean any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be 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):

                  (1)      default in the payment of any interest on the Notes
         (including Additional Interest) when it becomes due and payable, and
         continuance of such default for a period of 30 days; or

                  (2)      default in the payment of the principal of or any
         premium on the Notes at maturity or Redemption Price when the same
         becomes due and payable; or

                  (3)      default in the performance of any covenant of the
         Company or the Guarantor in this Indenture (other than a covenant a
         default in whose performance is elsewhere in this Section specifically
         dealt with or which has expressly been included in this Indenture
         solely for the benefit of other series of Notes), and continuance of
         such default or breach for a period of 60 days after there has been
         given, by registered or certified mail, to the Company by the Trustee
         or to the Company and the Trustee by the Holders of at least 25% in
         principal amount of the outstanding Notes a written notice specifying
         such default or breach and requiring it to be remedied and stating that
         such notice is a "Notice of Default" hereunder, or

                  (4)      the Guarantee ceases to be in full force and effect
         or is declared null and void or Holdings denies that it has any further
         liability under its guarantee to the Note Holders, or has given notice
         to such effect (other than by reason of the termination of this
         Indenture or the release of such guarantee in accordance with this
         Indenture), and such condition shall have continued for period of 30
         days after written notice to the Company by the Trustee or to the
         Company and the Trustee by the Holders of at least 25% in principal
         amount at maturity of the Notes then outstanding; or

                                       29
<PAGE>

                  (5)      default in the payment of principal when due or
         resulting in acceleration of other Indebtedness of the Company,
         Holdings or any Significant Subsidiary for borrowed money where the
         aggregate principal amount with respect to which the default or
         acceleration has occurred exceeds $50 million and such acceleration has
         not been rescinded or annulled or such Indebtedness repaid within a
         period of 30 days after written notice to the Company by the Trustee or
         to the Company and the Trustee by the Holders of at least 25% in
         principal amount at maturity of the Notes then outstanding; provided
         that if any such default is cured, waived, rescinded or annulled, then
         the Event of Default by reason thereof would be deemed not to have
         occurred; or

                  (6)      the entry by a court having jurisdiction in the
         premises of (A) a decree or order for relief in respect of the Company
         or Holdings in an involuntary case or proceeding under Bankruptcy Law
         or (B) a decree or order adjudging the Company or Holdings a bankrupt
         or insolvent, or approving as properly filed a petition seeking
         reorganization, arrangement, adjustment or composition of or in respect
         of the Company or Holdings under any applicable Federal or State law,
         or appointing a custodian, receiver, liquidator, assignee, trustee,
         sequestrator or other similar official of the Company or Holdings or of
         any substantial part of their property, or ordering the winding up or
         liquidation of their affairs, and the continuance of any such decree or
         order for relief or any such other decree or order unstayed and in
         effect for a period of 60 consecutive days; or

                  (7)      the commencement by the Company or Holdings of a
         voluntary case or proceeding under Bankruptcy Law or of any other case
         or proceeding to be adjudicated a bankrupt or insolvent, or the consent
         by them to the entry of a decree or order for relief in respect of the
         Company or Holdings is an involuntary case or proceeding under
         Bankruptcy Law or to the commencement of any bankruptcy or insolvency
         case or proceeding against them, or the filing by them of a petition or
         answer or consent seeking reorganization or relief under any applicable
         Federal or State law, or the consent by them to the filing of such
         petition or to the appointment of or taking possession by a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or similar
         official of the Company or Holdings or of any substantial part of their
         property, or the making by them of an assignment for the benefit of
         creditors, or the admission by them in writing of their inability to
         pay their debts generally as they become due.

                  Section 6.02. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default described in clause (1), (2), (3), (4) or (5)
occurs and is continuing, then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the Notes may declare the principal
amount of all of the Notes then outstanding and any accrued and unpaid cash
interest through the date of such declaration, to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount shall become
immediately due and payable.

                  At any time after such a declaration of acceleration with
respect to the Notes has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter in this Section
provided, the Holders of a majority in principal amount

                                       30
<PAGE>

of the outstanding Notes, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:

                  (1)      the Company has paid or deposited with the Trustee a
         sum sufficient to pay

                           (A)      all overdue interest on all Notes,

                           (B)      to the extent that payment of such interest
                  is enforceable under applicable law, interest upon overdue
                  interest to the date of such payment or deposit at the rate or
                  rates prescribed therefor in such Notes or, if no such rate or
                  rates are so prescribed, at the rate borne by the Notes during
                  the period of such default, and

                           (C)      all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel;

                  and

                  (2)      all Events of Default with respect to the Notes,
         other than the non-payment of the principal of the Notes which have
         become due solely by such declaration of acceleration, have been cured
         or waived as provided in Section 6.13.

If an Event of Default described in clause (6) or (7) occurs and is continuing,
then the principal amounts of all the Notes issued under this Indenture and then
outstanding, together with any accrued interest through the occurrence of such
Event of Default, shall become and be due and payable immediately, without any
declaration or other act by the Trustee or any other Holder.

No such waiver or rescission and annulment shall affect any subsequent Default
or impair any right consequent thereon.

                  Section 6.03. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that (1) in case default shall be
made in the payment of any installment of interest on the Notes, as and when the
same shall become due and payable, and such default shall have continued for a
period of 90 days, or (2) in case default shall be made in the payment of the
principal of and any premium on the Notes on their Maturity and such default
shall have continued for a period of five business days then, upon demand of the
Trustee, the Company will pay to the Trustee, for the benefit of the Holders of
such Notes, the whole amount that then shall have become due and payable on the
Notes for principal and any premium or Additional Interest, if any, or interest,
or both, as the case may be, with interest upon the overdue principal and (to
the extent that payment of such interest is enforceable under applicable law)
upon overdue installments of interest at the rate borne by the Notes during the
period of such default; and, in addition thereto, such further amount as shall
be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or bad faith.

                                       31
<PAGE>

                  If an Event of Default with respect to the Notes occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce is
rights and the rights of the Holders of the Notes by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.

                  Section 6.04. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or the Guarantor or any other obligor upon
the Notes or the property of the Company or the Guarantor or of such other
obligor or their creditors, the Trustee, irrespective of whether the principal
of the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company or the Guarantor for the payment of overdue principal
or interest, shall be emitted and empowered, by intervention in such proceeding
or otherwise,

                  (i)      to file and prove a claim for the whole amount of
         principal (and premium, or Additional Interest, if any) and interest
         owing and unpaid in respect of the Notes and to file such 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 of the Holders allowed in such judicial
         proceeding; and

                  (ii)     to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

                  Section 6.05. Trustee May Enforce Claims Without Possession of
Notes. All rights of action and claims under this Indenture or the Notes may be
prosecuted and enforced by the Trustee without the possession of any of the
Notes or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Notes in respect of which such judgment has been recovered.

                                       32
<PAGE>

                  Section 6.06. Application of Money Collected. Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any premium and Additional
Interest, if any, or interest, upon presentation of the Notes and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 7.07;

                  SECOND: To the payment of the amounts then due and unpaid for
         principal of and any premium and Additional Interest, if any, and
         interest on the Notes in respect of which or for the benefit of which
         such money has been collected, ratably, without preference or priority
         of any kind, according to the amounts due and payable on such Notes for
         principal and any premium and Additional Interest, if any, and
         interest, respectively; and

                  THIRD: To the payment of the remainder, if any, to the
         Company, or as a court of competent jurisdiction may direct in writing.

                  Section 6.07. Limitation on Suits. No Holder of any Notes
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:

                  (1)      such Holder shall have previously given written
         notice to the Trustee of a continuing Event of Default with respect to
         the Notes;

                  (2)      the Holders of not less than 25% in principal amount
         of the Notes then outstanding shall have made written request to the
         Trustee to institute proceedings in respect of such Event of Default in
         its own name as Trustee hereunder;

                  (3)      such Holder or Holders shall have offered to the
         Trustee reasonable indemnity satisfactory to it against the costs,
         expenses and liabilities to be incurred in compliance with such
         request;

                  (4)      the Trustee for 60 days after its receipt of such
         notice, request and offer of indemnity shall have failed to institute
         any such proceeding; and

                  (5)      no direction inconsistent with such written request
         shall have been given to the Trustee pursuant to Section 6.12 during
         such 60-day period by the Holders of a majority in principal amount of
         the Notes then outstanding;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable and common benefit of
all of such Holders.

                                       33
<PAGE>

                  Section 6.08. Unconditional Right of Holders to Receive
Principal, Premium and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Notes shall have the right, which is absolute and
unconditional, to receive payment of the principal and any premium and
Additional Interest, if any, and interest on such Notes on the Stated Maturity
or Maturities expressed in such Notes (or, in the case of redemption or
repayment at the option of the Holder, on the Redemption Date or Repayment Date,
as the case may be) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

                  Section 6.09. Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Guarantor, the Trustee and the Holders shall be
restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

                  Section 6.10. Rights and Remedies Cumulative. Except as
otherwise provided with respect to replacement Notes pursuant to Section 2.07,
no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                  Section 6.11. Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Notes to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

                  Section 6.12. Control by Holders. The Holders of a majority in
aggregate principal amount of the outstanding Notes shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Notes; provided, however, that:

                  (1)      such direction shall not be in conflict with any rule
         of law or with this Indenture,

                  (2)      the Trustee may take any other action deemed proper
         by the Trustee which is not inconsistent with such direction,

                  (3)      such direction is not unduly prejudicial to the
         rights of Holders not taking part in such direction, and

                                       34
<PAGE>

                  (4)      such direction would not involve the Trustee in
         personal liability, as the Trustee, upon being advised by counsel,
         shall reasonably determine.

                  Section 6.13. Waiver of Past Defaults. The Holders of not less
than a majority in aggregate principal amount of the outstanding Notes may on
behalf of the holders of all the Notes waive any past default hereunder with
respect to such series and its consequences, except a default:

                  (1)      in the payment of the principal of or any premium and
         Additional Interest, if any, or interest on any Notes, or

                  (2)      in respect of a covenant or provision hereof which
         cannot be modified or amended without the consent of the Holder of each
         outstanding Notes affected.

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture, and the Company, the Trustee and Holders shall
be restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

                  Section 6.14. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Note by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, 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, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the outstanding Notes, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium and Additional
Interest, if any, on) or interest on any Notes on or after the Stated Maturity
or Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

                  Section 6.15. Waiver of Stay or Extension Laws. Each of the
Company and the Guarantor covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and each of the Company and the Guarantor
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

                                       35
<PAGE>

                                    ARTICLE 7

                                     TRUSTEE

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

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

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

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

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

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

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

                  (iii)    the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.12 hereof.

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

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

                                       36
<PAGE>

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

                  Section 7.02. Rights of Trustee. (a) The Trustee may
conclusively rely upon any document (whether in its original or facsimile form)
believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the
document.

                  (b)      Before the Trustee acts or refrains from acting, it
may consult with counsel and may require (other than in connection with the
Exchange Offer contemplated by Section 2.06(e) unless required by the TIA) an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

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

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

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

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

                  (g)      The Trustee shall not be deemed to have knowledge of
any Default or Event of Default except (i) any Event of Default occurring
pursuant to Section 6.01(1) or 6.01(2) or (ii) any Event of Default of which the
Trustee shall have received written notification or otherwise obtained actual
knowledge.

                  (h)      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.

                  (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

                                       37
<PAGE>

profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.

                  Section 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or any Affiliate of the Company with the
same rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the SEC for permission to continue as Trustee or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject
to Sections 7.10 and 7.11 hereof.

                  Section 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company's use
of the proceeds from the Notes or any money paid to the Company or upon the
Company's direction under any provision of this Indenture, it shall not be
responsible for the use or application of any money received by any Paying Agent
other than the Trustee, and it shall not be responsible for any statement or
recital herein or any statement in the Notes or any other document in connection
with the sale of the Notes or pursuant to this Indenture other than its
certificate of authentication.

                  Section 7.05. Notice of Defaults. If a Default or Event of
Default occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to the Holders of the Notes a notice of the Default or Event of
Default within 90 days after it occurs. Except in the case of a Default or Event
of Default in payment of principal of, premium and Additional Interest, if any,
or interest on any Note, the Trustee may withhold the notice if and so long as
the Board of Directors, the executive committee or a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Notes.

                  Section 7.06. Reports by Trustee to the Holders of the Notes.
Within 60 days after each May 15 beginning with the May 15 following the date of
this Indenture, and for so long as Notes remain outstanding, the Trustee shall
mail to the Holders of the Notes a brief report dated as of such reporting date
that complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA Section
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA Section 313(c).

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

                  Section 7.07. Compensation and Indemnity. Each of the Company
and the Guarantor, jointly and severally, shall pay to the Trustee from time to
time reasonable compensation for its acceptance of this Indenture and services
hereunder. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee promptly upon request for all reasonable disbursements, advances and
expenses incurred or made by it in addition to the compensation for

                                       38
<PAGE>

its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel and any taxes or
other expenses incurred by a trust created pursuant to Section 8.04 hereof.

                  Each of the Company and the Guarantor, jointly and severally,
shall indemnify the Trustee and its agents against any and all losses,
liabilities, claims, damages or expenses (including compensation, fees,
disbursements and expenses of Trustee's Agents and counsel) incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company (including this Section 7.07) and defending itself
against any claim (whether asserted by the Company or any Holder or any other
person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or
expense is judicially determined to have been caused by its own negligence or
willful misconduct. 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 shall cooperate in the defense. The Trustee may
have separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

                  The obligations of the Company under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture and resignation or
removal of the Trustee.

                  To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a Lien prior to the Notes on all money or property
held or collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture. The Trustee's right to receive payment of any
amounts due under this Section 7.07 shall not be subordinated to any other
liability or Indebtedness of the Company.

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

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

                  Section 7.08. Replacement of Trustee. A resignation or removal
of the Trustee and appointment of a successor Trustee shall become effective
only upon the successor Trustee's acceptance of appointment as provided in this
Section 7.08.

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

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

                                       39
<PAGE>

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

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

                  (d)      the Trustee becomes incapable of acting.

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

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

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

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

                  Section 7.09. Successor Trustee by Merger, Etc. If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation
without any further act shall be the successor Trustee.

                  Section 7.10. Eligibility; Disqualification. There shall at
all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof
that is authorized under such laws to exercise corporate trustee power, that is
subject to supervision or examination by federal or state authorities and that
has a combined capital and surplus of at least $50 million as set forth in its
most recently published annual report of condition.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which

                                       40
<PAGE>

other securities, or certificates of interest or participation in other
securities, of the Company or the Guarantor are outstanding, if the requirements
for such exclusion set forth in TIA Section 310(b)(1) are met.

                  Section 7.11. Preferential Collection of Claims Against
Company. The Trustee is subject to 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 therein.

                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                  Section 8.01. Option to Effect Legal Defeasance or Covenant
Defeasance. The Company may, at the option of its Board of Directors evidenced
by a resolution set forth in an Officers' Certificate, at any time, elect to
have either Section 8.02 or Section 8.03 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article 8.

                  Section 8.02. Legal Defeasance and Discharge. Upon the
Company's exercise under Section 8.02 hereof of the option applicable to this
Section 8.02, the Company and the Guarantor shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes
(hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of outstanding Notes to receive solely from the trust fund described
in Section 8.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium and Additional Interest, if any, interest
if any, on such Notes when such payments are due, (b) the Company's obligations
with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company's obligations in connection therewith and (d) this Article 8. Subject to
compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.

                  Section 8.03. Covenant Defeasance. Upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, the
Company and the Guarantor shall, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be released from its obligations under the
covenants set forth in Sections 4.07, 4.08 and 5.01 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to

                                       41
<PAGE>

be deemed "outstanding" for all other purposes hereunder (it being understood
that such Notes shall not be deemed outstanding for accounting purposes). For
this purpose, Covenant Defeasance means that, with respect to the outstanding
Notes, the Company and the Guarantor may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, Section
6.01(3) hereof shall not constitute an Event of Default.

                  Section 8.04. Conditions to Legal Defeasance or Covenant
Defeasance. The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (i)      the Company must irrevocably deposit with the
         Trustee, in trust, for the benefit of the Holders of the Notes, cash in
         U.S. dollars, non-callable Government Securities, or a combination
         thereof, in such amounts as shall be sufficient, in the opinion of a
         nationally recognized firm of independent public accountants, to pay
         the principal of, premium and Additional Interest, if any, and interest
         on the outstanding Notes on the stated maturity or on the applicable
         Redemption Date, as the case may be, and the Company must specify
         whether the Notes are being defeased to maturity or to a particular
         Redemption Date;

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

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

                                       42
<PAGE>

                  (iv)     no Default or Event of Default shall have occurred
         and be continuing either (i) on the date of such deposit or (ii)
         insofar as an Event of Default set forth in Section 6.01(6) or Section
         6.01(7) shall have occurred and be continuing, at any time in the
         period ending on the 91st day after the date of deposit (other than a
         Default or Event of Default resulting from the borrowing of funds to be
         applied to such deposit);

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

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

                  (vii)    the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent, including, without limitation, the conditions set
         forth in this Section 8.04, provided for or relating to the Legal
         Defeasance or the Covenant Defeasance have been complied with.

                  Section 8.05. Deposited Money and Cash Equivalents to Be Held
in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all
money and non-callable Cash Equivalents (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04 hereof in
respect of the outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as Paying Agent) as the Trustee may determine, to the Holders of such
Notes of all sums due and to become due thereon in respect of principal,
premium, and Additional Interest, if any, and interest, but such money need not
be segregated from other funds except to the extent required by law.

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

                  Anything in this Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable Cash Equivalents held by it as
provided in Section 8.05 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.05(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

                                       43
<PAGE>

                  Section 8.06. Repayment to Company. Any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, premium, and Additional Interest, if any, interest,
on any Note and remaining unclaimed for two years after such principal, and
premium, and Additional Interest if any, interest, or Additional Interest, if
any, has become due and payable shall be paid to the Company on its request or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Note shall thereafter, as a secured creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining shall be repaid to the Company.

                  Section 8.07. Reinstatement. If the Trustee or Paying Agent is
unable to apply any United States dollars or non-callable Government Securities
in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company's
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium, and
Additional Interest if any, or interest on any Note following the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders
of such Notes to receive such payment from the money held by the Trustee or
Paying Agent.

                                    ARTICLE 9

                                    GUARANTEE

                  Section 9.01. Guarantee. Subject to this Article 9, the
Guarantor hereby absolutely, unconditionally and irrevocably guarantees the
Notes and obligations of the Company hereunder and thereunder, and guarantees to
each Holder of a Note authenticated and delivered by the Trustee in accordance
with the terms hereof, and to the Trustee for itself and on behalf of such
Holder, that: (a) the principal of (and premium and Additional Interest, if any)
and interest on the Notes will be paid in full when due, whether at Stated
Maturity (including, without limitation, the amount that would become due but
for the operation of the automatic stay under Section 362(a) of the Bankruptcy
Law), together with interest on the overdue principal, if any, and interest on
any overdue interest, to the extent lawful, and all other obligations of the
Company to the Holders or the Trustee hereunder or thereunder will be paid in
full or performed, all in accordance with the terms hereof and thereof; and (b)
in case of any extension of time of payment or renewal of the Notes or of any
such other obligations, the same shall be paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration or otherwise, subject, however, in the case of clauses
(a) and (b) above, to the limitation set forth in Section 9.05 hereof.

                                       44
<PAGE>

                  The Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder with respect to any
provisions hereof or thereof, the recovery of any judgment against the Company,
any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of the Guarantor.

                  The Guarantor hereby waives (to the extent permitted by law)
the benefits of diligence, presentment, demand for payment, filing of claims
with a court in the event of insolvency or bankruptcy of the Company, any right
to require a proceeding first against the Company or any other Person, protest,
notice and all demands whatsoever and covenants that the Guarantee shall not be
discharged as to the Notes except by complete performance of the obligations
contained in such Notes, this Indenture and the Guarantee. The Guarantor
acknowledges that the Guarantee is a guarantee of payment and not of collection.

                  The Guarantor hereby agrees that, in the event of a default in
payment of principal or premium and Additional Interest, if any, or interest on
such Notes, whether at its Stated Maturity, by acceleration, purchase or
otherwise, legal proceedings may be instituted by the Trustee on behalf of, or
by, the Holder of such Notes, subject to the terms and conditions set forth in
this Indenture, directly against the Guarantor to enforce the Guarantee without
first proceeding against the Company. The Guarantor agrees that if, after the
occurrence and during the continuance of an Event of Default, the Trustee or any
of the Holders are prevented by applicable law from exercising their respective
rights to accelerate the Maturity of the Notes, to collect interest on the
Notes, or to enforce or exercise any other right or remedy with respect to the
Notes, the Guarantor shall pay to the Trustee for the account of the Holder,
upon demand therefor, the amount that would otherwise have been due and payable
had such rights and remedies been permitted to be exercised by the Trustee or
any of the Holders.

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

                  The Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Company
for liquidation, reorganization, should the Company become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Company's assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Notes are,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee on the Notes, whether as a "voidable
preference", "fraudulent transfer" or otherwise, all as though such payment or
performance had not been made. In the event that any payment or any part thereof
is rescinded, reduced, restored or returned, the Notes shall, to the fullest
extent permitted by law, be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned. The form of Guarantee
is attached hereto as Exhibit D.

                                       45
<PAGE>

                  Section 9.02. Severability. In case any provision of the
Guarantee shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

                  Section 9.03. Priority of Guarantee. The Guarantee shall be
unsecured and unsubordinated obligations of the Guarantor, ranking pari passu
with all other existing and future unsubordinated and unsecured indebtedness of
the Company and the Guarantor, respectively.

                  Section 9.04. Limitation of Guarantor's Liability. The
Guarantor and by its acceptance hereof each Holder confirms that it is the
intention of all such parties that the Guarantee does not constitute a
fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law or the provisions of its local law relating to
fraudulent transfer or conveyance. To effectuate the foregoing intention, the
Holders and the Guarantor hereby irrevocably agree that the obligations of the
Guarantor under the Guarantee shall be limited to the maximum amount that will
not, after giving effect to all other contingent and fixed liabilities of the
Guarantor result in the obligations of the Guarantor under the Guarantee
constituting such fraudulent transfer or conveyance.

                  Section 9.05. Subrogation. The Guarantor shall be subrogated
to all rights of Holders against the Company in respect of any amounts paid by
the Guarantor pursuant to the provisions of Section 9.01; provided, however,
that, if an Event of Default has occurred and is continuing, the Guarantor shall
not be entitled to enforce or receive any payments arising out of, or based
upon, such right of subrogation until all amounts then due and payable by the
Company under this Indenture or the Notes shall have been paid in full.

                  Section 9.06. Reinstatement. The Guarantor hereby agrees that
the Guarantee provided for in Section 9.01 shall continue to be effective or be
reinstated, as the case may be, if at any time, payment, or any part thereof, of
any obligations or interest thereon is rescinded or must otherwise be restored
by a Holder to the Company upon the bankruptcy or insolvency of the Company or
the Guarantor.

                  Section 9.07. Release of the Guarantor. Concurrently with the
discharge of the Notes under Section 11.01, the Legal Defeasance of the Notes
under Section 8.02 or the Covenant Defeasance of the Notes under Section 8.03,
the Guarantor shall be released from all their obligations under its Guarantee
under this Article 9.

                  So long as no Default exists or upon the occurrence of the
following events, with notice or lapse of time or both, would exist, the
Guarantee and any Liens securing the Guarantee shall be automatically and
unconditionally released and discharged upon: any sale, exchange, transfer to
any Person that is not an Affiliate of the Company of all of the Company's
Capital Stock in the Guarantor, which transaction is otherwise in compliance
with this Indenture.

                  Section 9.08. Benefits Acknowledged. The Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that its guarantee and
waivers pursuant to the Guarantee are knowingly made in contemplation of such
benefits.

                                       46
<PAGE>

                                   ARTICLE 10

                        AMENDMENT, SUPPLEMENT AND WAIVER

                  Section 10.01. Supplemental Indentures Without Consent of
Holders. The Company and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of the
execution thereof) for one or more of the following purposes:

                  (1)      to evidence the succession of another corporation or
         entity to the Company, or successive successions, and the assumption by
         the successor corporation or entity of the covenants, agreements and
         obligations of the Company pursuant to Article 5 hereof;

                  (2)      to add to the covenants of the Company or to add
         additional rights for the benefit of the Holders of all the Notes (and
         if such covenants or rights are to be for the benefit of less than all
         the Notes, stating that such covenants or rights are expressly being
         included solely for the benefit of such series) or to surrender any
         right or power herein conferred upon the Company;

                  (3)      to add any additional Events of Default for the
         benefit of the Holders of all the Notes (and if such Events of Default
         are to be for the benefit of less than all the Notes, stating that such
         Events of Default are expressly being included solely for the benefit
         of such series); provided, however, that in respect of any such
         additional Events of Default such supplemental indenture may provide
         for a particular period of grace after default (which period may be
         shorter or longer than that allowed in the case of other defaults) or
         may provide for an immediate enforcement upon such default or may limit
         the remedies available to the Trustee upon such default or may limit
         the right of the Holders of a majority in aggregate principal amount of
         the Notes to which such additional Events of Default apply to waive
         such default;

                  (4)      to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Notes in coupon form, registrable or not registrable as
         to principal, and to provide for exchangeability of such Notes with
         Notes issued hereunder in fully registered form;

                  (5)      to establish the form or terms of Notes as permitted
         by Section 2.01;

                  (6)      to evidence and provide for the acceptance of any
         appointment hereunder by a successor Trustee with respect to the Notes
         or one or more other series of debt securities and to add to or change
         any of the provisions of this Indenture as shall be necessary to
         provide for or facilitate the administration of the trusts hereunder by
         more than one Trustee, pursuant to the requirements of Section 7.08;

                  (7)      to cure any ambiguity or omission, to correct or
         supplement any provision herein or in any supplemental indenture which
         may be defective or inconsistent with any other provision herein or in
         any supplemental indenture, or to make such other provisions

                                       47
<PAGE>

         with respect to matters or questions arising under this Indenture,
         provided such action shall not adversely affect the interests of the
         Holders of Notes of any series in any material respect;

                  (8)      to comply with any requirement of the Commission in
         connection with the qualification of this Indenture under the Trust
         Indenture Act of 1939;

                  The Trustee is hereby authorized to join with the Company in
the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder.

                  Any supplemental indenture authorized by the provisions of
this Section 10.01 may be executed by the Company and the Trustee without the
consent of the Holders of any of the outstanding Notes, notwithstanding any of
the provisions of Section 10.02.

                  Section 10.02. Supplemental Indentures with Consent of
Holders. With the consent of the Holders of not less than a majority in
principal amount of the outstanding Notes affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of
execution thereof) for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of such Notes under this Indenture; provided, however, that no such supplemental
indenture shall (i) change the Stated Maturity of the principal of (or premium,
and Additional Interest if any, on), or any installment of principal of or
interest on, any Notes or change any place of payment where, or the coin or
currency in which, any Notes, or reduce the principal amount thereof or the rate
of interest thereon, or reduce the amount of principal of a Note that would be
due and payable upon a declaration of acceleration of the Maturity thereof or
impair the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption or repayment at
the option of the Holder, on or after the Redemption Date or Repayment Date, as
the case away be), without the consent of the Holder of each outstanding Notes
so affected, (ii) reduce the aforesaid percentage in principal amount of the
outstanding Notes, the consent of whose Holders is required for any such
supplemental indenture, without the consent of the Holders of all the
outstanding Notes or (iii) adversely effect the right to convert any Notes as
provided in any supplemental indenture, or adversely affect the right of the
Company to repurchase any Notes as provided in any supplemental indenture
hereto.

                  A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of the Holders of Notes, or which modifies the rights of
the Holders of Notes of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the
Holders of any other series of Notes.

                  Upon the request of the Company accompanied by a copy of a
Board Resolution authorizing the execution of any such supplemental indenture,
and upon the filing with the

                                       48
<PAGE>

Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall
join with the Company in the execution of such supplemental indenture.

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

                  Section 10.03. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be provided with, and (subject to
Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

                  Section 10.04. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article, this Indenture shall be and be deemed to be modified and amended in
accordance therewith, and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the Holders shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

                  Section 10.05. Reference in Notes to Supplemental Indentures.
Notes authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Notes so
modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for outstanding Notes.

                                   ARTICLE 11

                           SATISFACTION AND DISCHARGE

                  Section 11.01. Satisfaction and Discharge.

                  (a)      This Indenture shall be discharged and shall cease to
be of further effect as to all Notes issued thereunder, when:

                  (i)      either:

                           (A)      all Notes that have been authenticated
                  (except lost, stolen or destroyed Notes that have been
                  replaced or paid and Notes for whose payment money has
                  theretofore been deposited in trust and thereafter repaid to
                  the Company) have been delivered to the Trustee for
                  cancellation; or

                                       49
<PAGE>

                           (B)      all Notes that have not been delivered to
                  the Trustee for cancellation have become due and payable by
                  reason of the making of a notice of redemption or otherwise or
                  will become due and payable within one year and the Company or
                  the Guarantor has irrevocably deposited or caused to be
                  deposited with the Trustee as trust funds in trust solely for
                  the benefit of the Holders, cash in U.S. dollars, non-callable
                  Government Securities, 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 the Notes not delivered to the Trustee for
                  cancellation for principal, premium and Additional Interest,
                  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 the Guarantor is a party or by which the Company
         or the Guarantor is bound;

                  (iii)    the Company or the Guarantor has paid or caused to be
         paid all sums payable by it under this Indenture; and

                  (iv)     the Company has delivered irrevocable instructions to
         the Trustee under this Indenture to apply the deposited money toward
         the payment of the Notes at maturity or the Redemption Date, as the
         case may be.

                  (b)      In addition, the Company must deliver an Officers'
Certificate and an Opinion of Counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied.

                  (c)      Notwithstanding the above, the Trustee shall pay to
the Company from time to time upon its request any cash or Government Securities
held by it as provided in this section which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification delivered to the Trustee, are in excess of the amount thereof that
would then be required to be deposited to effect a satisfaction and discharge
under this Article 11.

                  Section 11.02. Deposited Money and Government Securities to Be
Held in Trust; Other Miscellaneous Provisions. Subject to Section 11.03 hereof,
all money and non-callable Government Securities (including the proceeds
thereof) deposited with the Trustee pursuant to Section 11.01 hereof in respect
of the outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium and
Additional Interest, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.

                  Section 11.03. Repayment to the Company. Any money deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for
the payment of the

                                       50
<PAGE>

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

                                   ARTICLE 12

                                  MISCELLANEOUS

                  Section 12.01. Trust Indenture Act Controls. This Indenture is
subject to the provisions of the TIA that are required to be a part of this
Indenture, and shall, to the extent applicable, be governed by such provisions.
If any provision of this Indenture modifies any TIA provision that may be so
modified, such TIA provision shall be deemed to apply to this Indenture as so
modified. If any provision of this Indenture excludes any TIA provision that may
be so excluded, such TIA provision shall be excluded from this Indenture.

                  The provisions of TIA Sections 310 through 317 that impose
duties on any Person (including the provisions automatically deemed included
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

                  Section 12.02. Notices. Any notice or communication required
or permitted hereunder to be given by the Company or the Trustee to the other is
duly given if in writing and delivered in person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, addressed as follows:

                  If to the Company:

                  American Axle & Manufacturing, Inc.
                  One Dauch Drive
                  Detroit, Michigan 48211-1198
                  Facsimile: (313) 758-3897

                  Attention: General Counsel

                  With a copy to:

                  Shearman & Sterling LLP
                  599 Lexington Avenue
                  New York, New York 10022

                                       51
<PAGE>

                  Attention: Lisa L. Jacobs

                  If to the Trustee:

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

                  Attn: Corporate Trust Administration
                  Facsimile: (312) 827.8542

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

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

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

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

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

                  Section 12.03. Communication by Holders of Notes with Other
Holders of Notes. Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or the Notes.
The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).

                  Section 12.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
any action under this Indenture (other than in connection with the Exchange
Offer contemplated by Section 2.06(d) or under Section 2.02 hereof unless
required by the TIA), the Company shall furnish to the Trustee:

                  (a)      an Officers' Certificate in form and substance
         reasonably satisfactory to the Trustee (which shall include the
         statements set forth in Section 12.05 hereof) stating

                                       52
<PAGE>

         that, in the opinion of the signers, all conditions precedent and
         covenants, if any, provided for in this Indenture relating to the
         proposed action have been satisfied;

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

                  (c)      where applicable, a certificate or opinion by an
         independent certified public accountant satisfactory to the Trustee
         that complies with TIA Section 314(c).

                  Section 12.05. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

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

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

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

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

                  Section 12.06. Rules by Trustee and Agents. The Trustee may
make reasonable rules for action by or at a meeting of Holders. The Registrar or
Paying Agent may make reasonable rules and set reasonable requirements for its
functions.

                  Section 12.07. No Personal Liability of Directors, Officers,
Employees and Shareholders. No director, officer, employee, incorporator or
shareholder of the Company shall have any liability for any obligations of the
Company under the Notes, the Exchange Notes, this Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against
public policy.

                  Section 12.08. Governing Law. THE INTERNAL LAW OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

                                       53
<PAGE>

                  Section 12.09. No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

                  Section 12.10. Successors. All agreements of the Company in
this Indenture and the Notes shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

                  Section 12.11. Severability. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

                  Section 12.12. Counterpart Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement.

                  Section 12.13. Table of Contents, Headings, Etc. The Table of
Contents, Cross-Reference Table and Headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part of this Indenture and shall in no way modify or restrict
any of the terms or provisions hereof.

                         [SIGNATURES ON FOLLOWING PAGE]

                                       54
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, all as of the day and year first above written.

                                      Very truly yours,

                                      AMERICAN AXLE & MANUFACTURING, INC.

                                      By:  /s/ MICHAEL K. SIMONTE
                                           -------------------------------------
                                               Name:    MICHAEL K. SIMONTE
                                               Title:   TREASURER

                                      AMERICAN AXLE & MANUFACTURING
                                       HOLDINGS, INC.
                                               as Guarantor

                                      By:  /s/ MICHAEL K. SIMONTE
                                           -------------------------------------
                                               Name:    MICHAEL K. SIMONTE
                                               Title:   TREASURER

                                      BNY MIDWEST TRUST COMPANY
                                               as Trustee

                                      By:  /s/ L. GARCIA
                                           -------------------------------------
                                               Name:    L. GARCIA
                                               Title:   ASSISTANT VICE PRESIDENT

                                      S-1
<PAGE>

                                                                       EXHIBIT A

                                 (Face of Note)

                       AMERICAN AXLE & MANUFACTURING, INC.

                    5.25% Senior Notes Due February 11, 2014

                                                               CUSIP 02406P AD 2

No. _____________                                               $250,000,000

                       AMERICAN AXLE & MANUFACTURING, INC.

                  AMERICAN AXLE & MANUFACTURING, INC., a Delaware corporation
(the "Company", which term includes any successor under the Indenture
hereinafter referred to), for value received, promises to pay to CEDE & Co., or
registered assigns, the principal sum of TWO HUNDRED AND FIFTY MILLION DOLLARS
($250,000,000) on February 11, 2014.

                  Interest Payment Dates: February 11 and August 11
                  Record Dates: January 27 and July 27

                  Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                         [SIGNATURES ON FOLLOWING PAGES]

<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Note to be
duly executed under its corporate seal.

Dated: February 11, 2004

                                      AMERICAN AXLE & MANUFACTURING, INC.

                                      By:  /s/ MICHAEL K. SIMONTE
                                           -------------------------------------
                                           Name:    MICHAEL K. SIMONTE
                                           Title:   TREASURER

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHORIZATION

This is one of the Global Notes referred to in the within-mentioned Indenture:

Dated: February 11, 2004

                                           BNY MIDWEST TRUST COMPANY,
                                           as Trustee

                                           By: /s/ L. GARCIA
                                               ---------------------------------
                                               (Authorized Signatory)

<PAGE>

                                 (BACK OF NOTE)

                    5.25% Senior Notes Due February 11, 2014

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THIS SECURITY AND THE GUARANTEE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY, THE GUARANTEE NOR ANY INTEREST OR PARTICIPATION HEREIN OR
THEREIN 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, REGISTRATION.

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT IT IS
A ""QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT), (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
THE DATE (THE ""RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE OF ANY OF THE FOREGOING WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) FOR SO LONG AS THE SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, 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 WHICH NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, INCLUDING UNDER RULE 144, IF AVAILABLE,
SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSE (D) TO, PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE, REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,

                                      A-1
<PAGE>

CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH
OF THE FOREGOING CASES, 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.

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  1.       Interest. American Axle & Manufacturing, Inc., a
Delaware corporation (the "Company"), promises to pay interest on the principal
amount of this Note at 5.25% per annum from the date hereof until maturity and
shall pay the Additional Interest payable pursuant to Section 2.5 of the
Registration Rights Agreement referred to below. The Company shall pay interest
and Additional Interest semi-annually on February 11 and August 11 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each an "Interest Payment Date"). Interest on the Notes shall accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided further that the first Interest Payment Date shall be August 11, 2004.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months.

                  2.       Method of Payment. The Company shall pay interest on
the Notes (except defaulted interest) and Additional Interest to the Persons who
are registered Holders of Notes at the close of business on the January 27 or
July 27 immediately preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium and Additional
Interest, if any, and interest at the office or agency of the Company maintained
for such purpose in the borough of Manhattan, The City of New York, or, at the
option of the Company, payment of interest and Additional Interest may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds shall be required with respect to principal of and interest, premium and
Additional Interest on, all Global Notes and all other Notes the Holders of
which shall have provided wire transfer instructions to the Company or the
Paying Agent. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

                  3.       Paying Agent and Registrar. Initially, BNY Midwest
Trust Company, the Trustee under the Indenture, shall act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

                  4.       Indenture. The Company issued the Notes under an
Indenture dated as of February 11, 2004 (the "Indenture") between the Company,
the Guarantor and the Trustee. The

                                      A-2
<PAGE>

terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. This Note is an obligation of the Company limited to $250 million
in aggregate principal amount. The Indenture pursuant to which this Note is
issued provides that an unlimited amount of Additional Notes may be issued
thereunder.

                  5.       Optional Redemption. The Company may redeem all or a
part of the Notes from time to time, upon not less than 30 nor more than 60
days' notice, at a Redemption Price equal to the greater of (1) 100% of the
principal amount of the Notes to be redeemed and (2) as determined by the
Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes to be redeemed (not including
any portion of those payments of interest accrued to the date of redemption)
from the Redemption Date to the maturity date of the Notes being redeemed, in
each case discounted to the date of redemption on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury
Rate, plus 20 basis points, plus in each case, accrued and unpaid interest on
the Notes to the date of redemption.

                  6.       No Sinking Fund. The Company shall not be required to
make sinking fund payments with respect to the Notes.

                  7.       Notice of Redemption. Notice of redemption shall be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the Redemption Date interest ceases to accrue on Notes or
portions thereof called for redemption.

                  8.       Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Company need not exchange or register the transfer of any Notes
for a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

                  9.       Persons Deemed Owners. The registered Holder of a
Note may be treated as its owner for all purposes.

                  10.      Amendment, Supplement and Waiver. The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and

                                      A-3
<PAGE>

obligations of the Company and the rights of the Holders of the Notes to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Notes then
outstanding Notes. The Indenture also contains provisions permitting the Holders
of specified percentages in principal amount of the Notes at the time
outstanding, on behalf of the Holders of all outstanding Notes, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.

                  11.      Defaults and Remedies. Events of Default include: (a)
default in the payment of any interest, or any Additional Interest, upon the
Notes when the same become due and payable, and continuance of such default for
a period of 30 days; (b) default in the payment of the principal of (and
premium, if any, on) the Notes at maturity or Redemption Price when due and
payable; (c) default in the performance, or breach, of any covenant or warranty
of the Company or the Guarantor in the Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in the
Indenture specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of other series of Notes), and continuance of
such default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and Trustee by the Holders of at least 25% in principal amount of the
outstanding Notes, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; (d) the Guarantee ceases to be in full force and effect or
is declared null and void or the Guarantor denies that it has any further
liability under its guarantee to the Note Holders, or has given notice to such
effect (other than by reason of the termination of the Indenture or the release
of such guarantee in accordance with the Indenture), and such condition shall
have continued for a period of 30 days after notice is given as specified in the
Indenture; (e) default in the payment of principal when due or resulting in
acceleration of other Indebtedness of the Company, the Guarantor or any
Significant Subsidiary for borrowed money where the aggregate principal amount
with respect to which the default or acceleration has occurred exceeds $50
million and such acceleration has not been rescinded or annulled or such
Indebtedness repaid within a period of 30 days after written notice to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Notes then outstanding; provided that if
any such default is cured, waived, rescinded or annulled, then the Event of
Default by reason thereof would be deemed not to have occurred; and (f) certain
events of bankruptcy and insolvency with respect to the Company or the
Guarantor. If any Event of Default as described in clause (a), (b), (c), (d), or
(e) occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the principal,
premium, if any, accrued interest and Additional Interest, if any, of the Notes
to be due and payable by Notice in writing to the Company and (if from the
Holders) the Trustee specifying the respective Event of Default and that it is a
"notice of acceleration," and upon receipt of such notice the same shall become
due and payable, unless all Events of Default specified in the notice of
acceleration shall have been cured within the five Business Day period. In the
case of an Event of Default arising from certain events of bankruptcy or
insolvency as described in clause (f) above, all outstanding Notes will become
due and payable immediately without further action or notice. Holders of the
Notes may not enforce the Indenture or the Notes

                                      A-4
<PAGE>

except as provided in the Indenture. Holders of not less than a majority in
aggregate principal amount of the then outstanding Notes by notice to the
Trustee may on behalf of the Holders of all of the Notes waive an existing
Default or Event of Default and its consequences hereunder, except a continuing
Default or Event of Default in the payment of the principal of, premium and
Additional Interest, if any, or interest on, the Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

                  12.      Trustee Dealings with Company. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

                  13.      No Recourse Against Others. No director, officer,
employee, incorporator or shareholder of the Company, as such, shall have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for
issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a
waiver is against public policy.

                  14.      Authentication. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  15.      Abbreviations. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  16.      Additional Rights of Holders of Restricted Global
Notes. In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Restricted Global Notes shall have all the rights set
forth in the Registration Rights Agreement, dated as of February 11, 2004,
between the Company and each of the parties named on the signature pages thereof
or, in the case of Additional Notes, Holders of Restricted Global Notes and
Restricted Definitive Notes shall have the rights set forth in one or more
registration rights agreements, if any, between the Company and the other
parties thereto, relating to rights given by the Company to the purchasers of
Additional Notes (collectively, the "Registration Rights Agreement").

                  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 and the Trustee may
use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.

                                      A-5
<PAGE>

                  18.      Guarantee. The Company's obligations under the Notes
are fully and unconditionally guaranteed by the Guarantor.

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

                  American Axle & Manufacturing, Inc.
                  One Dauch Drive
                  Detroit, Michigan 48211-1198
                  Facsimile: (313) 758-3897
                  Attention: General Counsel

                                      A-6
<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

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

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

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

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

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

--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)
--------------------------------------------------------------------------------
and irrevocably appoint---------------------------------------------------------
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.
--------------------------------------------------------------------------------

Date: ---------------

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

SIGNATURE GUARANTEE.

                                      A-7
<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

American Axle & Manufacturing, Inc.
One Dauch Drive
Detroit, Michigan 48211-1198

Facsimile: (313) 758-3897

Attention: General Counsel

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

Attn: Corporate Trust Administration
Facsimile: (312) 827.8542

                  Re: 5.25% Senior Notes Due February 11, 2014

                  Reference is hereby made to the Indenture, dated as of
February 11, 2004 (the "Indenture"), between American Axle & Manufacturing,
Inc., as issuer (the "Company"), American Axle & Manufacturing Holdings, Inc.,
as guarantor and BNY Midwest Trust Company, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.

                  ______________ (the "Transferor") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $___________ in such Note[s] or interests (the
"Transfer"), to __________ (the "Transferee"), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

                  [CHECK ALL THAT APPLY]

                  1.       [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
RULE 144A. The Transfer is being effected pursuant to and in accordance with
Rule 144A under the United States Securities Act of 1933, as amended (the
"Securities Act"), and, accordingly, the Transferor hereby further certifies
that the beneficial interest or Definitive Note is being transferred to a Person
that the Transferor reasonably believed and believes is purchasing the
beneficial interest or Definitive Note for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a "qualified institutional buyer"
within the meaning of Rule 144A in a transaction meeting the requirements of
Rule 144A and such Transfer is in compliance with any applicable blue sky
securities laws of any state of

                                      B-1
<PAGE>

the United States. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

                  2.       [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED
DEFINITIVE NOTE.

                  (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

                  (b) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i)
The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144 and
in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii)
the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will not be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes or Restricted
Definitive Notes and in the Indenture.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                          [Insert Name of Transferor]

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

Dated: _____________,____

                                      B-2
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

                  1. The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

                  (a)      a beneficial interest in the 144A Global Note
(CUSIP) , or

                  (b)      a Restricted Definitive Note.

                  2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                  (a)      a beneficial interest in the:

                           (i)      144A Global Note (CUSIP ), or

                           (ii)     Unrestricted Global Note (CUSIP ); or

                  (b)      a Restricted Definitive Note; or

                  (c)      an Unrestricted Definitive Note,

                  in accordance with the terms of the Indenture.

                                      B-3
<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

American Axle & Manufacturing, Inc.
One Dauch Drive
Detroit, Michigan 48211-1198

Attention: General Counsel
Facsimile: (313) 758-3897

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

Attn: Corporate Trust Administration
Facsimile: (312) 827.8542

                  Re: 5.25% Senior Notes Due February 11, 2014

                              (CUSIP 02406P AD 2 )

Reference is hereby made to the Indenture, dated as of February 11, 2004 (the
"Indenture"), between American Axle & Manufacturing, Inc., as issuer (the
"Company"), American Axle & Manufacturing Holdings, Inc., as guarantor, and BNY
Midwest Trust Company, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

____________ (the "Owner") owns and proposes to exchange the Note[s] or interest
in such Note[s] specified herein, in the principal amount of $____________ in
such Note[s] or interests (the "Exchange"). In connection with the Exchange, the
Owner hereby certifies that:

                  EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

                  (a)      [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
         A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED
         GLOBAL NOTE. In connection with the Exchange of the Owner's beneficial
         interest in a Restricted Global Note for a beneficial interest in an
         Unrestricted Global Note in an equal principal amount, the Owner hereby
         certifies (i) the beneficial interest is being acquired for the Owner's
         own account without transfer, (ii) such Exchange has been effected in
         compliance with the transfer restrictions applicable to the Global
         Notes and pursuant to and in accordance with the United States
         Securities Act of 1933, as amended (the "Securities Act"), (iii) the
         restrictions on transfer contained in the Indenture and the Private
         Placement Legend are not required in order to maintain compliance with
         the Securities Act and (iv) the

                                      C-1
<PAGE>

         beneficial interest in an Unrestricted Global Note is being acquired in
         compliance with any applicable blue sky securities laws of any state of
         the United States.

                  (b)      [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
         A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection
         with the Exchange of the Owner's beneficial interest in a Restricted
         Global Note for an Unrestricted Definitive Note, the Owner hereby
         certifies (i) the Definitive Note is being acquired for the Owner's own
         account without transfer, (ii) such Exchange has been effected in
         compliance with the transfer restrictions applicable to the Restricted
         Global Notes and pursuant to and in accordance with the Securities Act,
         (iii) the restrictions on transfer contained in the Indenture and the
         Private Placement Legend are not required in order to maintain
         compliance with the Securities Act and (iv) the Definitive Note is
         being acquired in compliance with any applicable blue sky securities
         laws of any state of the United States.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                            [Insert Name of Owner]

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

Dated: ________________, ____

                                      C-2
<PAGE>

                                                                       EXHIBIT D

                                FORM OF GUARANTEE

                  American Axle & Manufacturing Holdings, Inc. (the "Guarantor,"
which term includes any successor Person under the Indenture dated as of
February 11, 2004 among American Axle & Manufacturing, Inc., as issuer, the
Guarantor and BNY Midwest Trust Company, as trustee (the "Indenture")) has
unconditionally guaranteed, to the extent set forth in the Indenture and subject
to the provisions of the Indenture, the due and punctual payment of the
principal of, any premium and Additional Interest, if any, and interest on the
Notes, when and as the same shall become due and payable, whether at maturity,
redemption, repayment or otherwise, all in accordance with the terms set forth
in Article 9 of the Indenture.

                  The obligation of the undersigned to the Holders of the Notes
and to the Trustee pursuant to this Guarantee and in the Indenture are expressly
set forth in the Indenture and reference is hereby made to the Indenture for the
precise terms of the Guarantee and all of the other provisions of the Indenture
to which this Guarantee relates.

                  THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN SAID STATE.

                          [SIGNATURE ON FOLLOWING PAGE]

                                      E-1
<PAGE>

                  IN WITNESS WHEREOF, the Guarantor has caused this instrument
to be duly executed.

Dated: February 11, 2004

                                       By and on Behalf of:

                                       AMERICAN AXLE & MANUFACTURING
                                       HOLDINGS, INC.

                                       By: /s/ Michael K. Simonte
                                          ---------------------------------
                                          Name:   Michael K. Simonte
                                          Title:  Treasurer

                                       E-2