<PAGE>   1
                                                                     EXHIBIT 4.7

                                                                  EXECUTION COPY





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





                                VIASYSTEMS, INC.



               9 3/4% Series B Senior Subordinated Notes due 2007
                             =====================




                                   INDENTURE

                         Dated as of February 17, 1998
                              ====================




                             THE BANK OF NEW YORK,

                                   as Trustee





         =============================================================
<PAGE>   2
                             CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA                                                                                                Indenture
Section                                                                                            Section
-------                                                                                            ---------
<S>                                                                                                <C>
310(a)(1)                 ......................................................................... 7.10
   (a)(2)                 ......................................................................... 7.10
   (a)(3)                 ......................................................................... N.A.
   (a)(4)                 ......................................................................... N.A.
   (b)                    ......................................................................... 7.8; 7.10
   (c)                    ......................................................................... N.A.
311(a)                    ......................................................................... 7.11
   (b)                    ......................................................................... 7.11
   (c)                    ......................................................................... N.A.
312(a)                    ......................................................................... 2.5
   (b)                    ......................................................................... 11.3
   (c)                    ......................................................................... 11.3
313(a)                    ......................................................................... 7.6
   (b)(1)                 ......................................................................... N.A.
   (b)(2)                 ......................................................................... 7.6
   (c)                    ......................................................................... 7.6
   (d)                    ......................................................................... 7.6
314(a)                    ......................................................................... 4.2
                                                                                                    4.10; 12.2
   (b)                    ......................................................................... N.A.
   (c)(1)                 ......................................................................... 12.4
   (c)(2)                 ......................................................................... 12.4
   (c)(3)                 ......................................................................... N.A.
   (d)                    ......................................................................... N.A.
   (e)                    ......................................................................... 12.5
   (f)                    ......................................................................... 4.9
315(a)                    ......................................................................... 7.1
   (b)                    ......................................................................... 7.5; 12.2
   (c)                    ......................................................................... 7.1
   (d)                    ......................................................................... 7.1
   (e)                    ......................................................................... 6.11
316(a)(last sentence)     ......................................................................... 12.6
   (a)(1)(A)              ......................................................................... 6.5
   (a)(1)(B)              ......................................................................... 6.4
   (a)(2)                 ......................................................................... N.A.
   (b)                    ......................................................................... 6.7
317(a)(1)                 ......................................................................... 6.8
   (a)(2)                 ......................................................................... 6.9
   (b)                    ......................................................................... 2.4
318(a)                    ......................................................................... 12.1
</TABLE>

                          N.A. means Not Applicable.

____________________

Note:    This Cross-Reference Table shall not, for any purpose, be deemed to be
part of the Indenture.
<PAGE>   3
                               TABLE OF CONTENTS



<TABLE>
<CAPTION>
ARTICLE I                                                                                                             Page
<S>                   <C>                                                                                              <C>
                                        Definitions and Incorporation by Reference  . . . . . . . . . . . . . . . . .   1
                                        ------------------------------------------
         SECTION 1.1.  Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         SECTION 1.2.  Other Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         SECTION 1.3.  Incorporation by Reference of Trust Indenture Act  . . . . . . . . . . . . . . . . . . . . . .  21
         SECTION 1.4.  Rules of Construction  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

ARTICLE II

                                                      The Securities  . . . . . . . . . . . . . . . . . . . . . . . .  22
                                                      --------------
         SECTION 2.1.  Form and Dating  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         SECTION 2.2.  Execution and Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         SECTION 2.3.  Registrar and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         SECTION 2.4.  Paying Agent To Hold Money in Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         SECTION 2.5.  Securityholder Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         SECTION 2.6.  Transfer and Exchange  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         SECTION 2.7.  Replacement Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         SECTION 2.8.  Outstanding Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         SECTION 2.9.  Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         SECTION 2.10. Cancellation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   33
         SECTION 2.11. Defaulted Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   33
         SECTION 2.12. CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34

ARTICLE III

                                                        Redemption  . . . . . . . . . . . . . . . . . . . . . . . . .  34
                                                        ----------
         SECTION 3.1.  Notices to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         SECTION 3.2.  Selection of Securities To Be Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         SECTION 3.3.  Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         SECTION 3.4.  Effect of Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         SECTION 3.5.  Deposit of Redemption Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         SECTION 3.6.  Securities Redeemed in Part  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36

ARTICLE IV

                                                        Covenants   . . . . . . . . . . . . . . . . . . . . . . . . .  36
                                                        ---------
         SECTION 4.1.  Payment of Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         SECTION 4.2.  SEC Reports  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         SECTION 4.3.  Limitation on Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         SECTION 4.4.  Limitation on Restricted Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
</TABLE>





                                     - i -
<PAGE>   4




<TABLE>
<CAPTION>                                                                                                             Page
<S>                   <C>                                                                                              <C>
         SECTION 4.5.  Limitation on Restrictions on Distributions from Restricted Subsidiaries . . . . . . . . . . .  41
         SECTION 4.6.  Limitation on Sales of Assets and Subsidiary Stock . . . . . . . . . . . . . . . . . . . . . .  42
         SECTION 4.7.  Limitation on Affiliate Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         SECTION 4.8.  Change of Control  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         SECTION 4.9.  Limitation on Capital Stock of Restricted Subsidiaries . . . . . . . . . . . . . . . . . . . .  46
         SECTION 4.10. Maintenance of Office or Agency 47
         SECTION 4.11. Money for Security Payments to Be Held in Trust . . . . . . . . . . . . . . . . . . . . . . .   47
         SECTION 4.12. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   48
         SECTION 4.13. Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
         SECTION 4.14. Compliance with Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
         SECTION 4.15. Compliance Certificate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
         SECTION 4.16. Further Instruments and Acts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49

ARTICLE V

                                                    Successor Company   . . . . . . . . . . . . . . . . . . . . . . .  49
                                                    -----------------
         SECTION 5.1.  When Company May Merge or Transfer Assets  . . . . . . . . . . . . . . . . . . . . . . . . . .  50

ARTICLE VI

                                                  Defaults and Remedies   . . . . . . . . . . . . . . . . . . . . . .  50
                                                  ---------------------
         SECTION 6.1.  Events of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         SECTION 6.2.  Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         SECTION 6.3.  Other Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         SECTION 6.4.  Waiver of Past Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         SECTION 6.5.  Control by Majority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         SECTION 6.6.  Limitation on Suits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
         SECTION 6.7.  Rights of Holders to Receive Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         SECTION 6.8.  Collection Suit by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         SECTION 6.9.  Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         SECTION 6.10. Priorities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   54
         SECTION 6.11. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   55

ARTICLE VII

                                                         Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . .  55
                                                         -------
         SECTION 7.1.  Duties of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         SECTION 7.2.  Rights of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
         SECTION 7.3.  Individual Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         SECTION 7.4.  Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         SECTION 7.5.  Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         SECTION 7.6.  Reports by Trustee to Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         SECTION 7.7.  Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
         SECTION 7.8.  Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
</TABLE>





                                     - ii -
<PAGE>   5





<TABLE>
<CAPTION>                                                                                                             Page
<S>                                                                                                                    <C>
         SECTION 7.9.  Successor Trustee by Merger  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         SECTION 7.10. Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   59
         SECTION 7.11. Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . . . . . . .   60

ARTICLE VIII

                                            Discharge of Indenture; Defeasance  . . . . . . . . . . . . . . . . . . .  60
                                            ----------------------------------
         SECTION 8.1.  Discharge of Liability on Securities; Defeasance . . . . . . . . . . . . . . . . . . . . . . .  60
         SECTION 8.2.  Conditions to Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
         SECTION 8.3.  Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         SECTION 8.4.  Repayment to Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         SECTION 8.5.  Indemnity for U.S. Government Obligations 62
         SECTION 8.6.  Reinstatement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62

ARTICLE IX

                                                        Amendments  . . . . . . . . . . . . . . . . . . . . . . . . .  63
                                                        ----------
         SECTION 9.1.  Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         SECTION 9.2.  With Consent of Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         SECTION 9.3.  Compliance with Trust Indenture Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         SECTION 9.4.  Revocation and Effect of Consents and Waivers  . . . . . . . . . . . . . . . . . . . . . . . .  65
         SECTION 9.5.  Notation on or Exchange of Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         SECTION 9.6.  Trustee To Sign Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65

ARTICLE X

                                                      Subordination   . . . . . . . . . . . . . . . . . . . . . . . .  65
                                                      -------------
         SECTION 10.1.  Agreement To Subordinate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         SECTION 10.2.  Liquidation, Dissolution, Bankruptcy  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         SECTION 10.3.  Default on Senior Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         SECTION 10.4.  Acceleration of Payment of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
         SECTION 10.5.  When Distribution Must Be Paid Over . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
         SECTION 10.6.  Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
         SECTION 10.7.  Relative Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
         SECTION 10.8.  Subordination May Not Be Impaired by Company  . . . . . . . . . . . . . . . . . . . . . . . .  68
         SECTION 10.9.  Rights of Trustee and Paying Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
         SECTION 10.10. Distribution or Notice to Representative . . . . . . . . . . . . . . . . . . . . . . . . . .   68
         SECTION 10.11. Article X Not To Prevent Events of Default or Limit Right To Accelerate  . . . . . . . . . .   68
         SECTION 10.12. Trust Moneys Not Subordinated  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   68
         SECTION 10.13. Trustee Entitled To Rely . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   68
         SECTION 10.14. Trustee To Effectuate Subordination  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   69
         SECTION 10.15. Trustee Not Fiduciary for Holders of Senior Indebtedness . . . . . . . . . . . . . . . . . .   69
         SECTION 10.16. Reliance by Holders of Senior Indebtedness on Indebtedness on
                        Subordination Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    69
</TABLE>





                                    - iii -
<PAGE>   6



<TABLE>
<CAPTION>                                                                                                             Page
<S>                    <C>                                                                            <C>              <C>
ARTICLE XI

                                                      Miscellaneous   . . . . . . . . . . . . . . . . . . . . . . . .  69
                                                      -------------
         SECTION 11.1.  Trust Indenture Act Controls  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
         SECTION 11.2.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
         SECTION 11.3.  Communication by Holders with other Holders . . . . . . . . . . . . . . . . . . . . . . . . .  70
         SECTION 11.4.  Certificate and Opinion as to Conditions Precedent  . . . . . . . . . . . . . . . . . . . . .  70
         SECTION 11.5.  Statements Required in Certificate or Opinion . . . . . . . . . . . . . . . . . . . . . . . .  71
         SECTION 11.6.  When Securities Disregarded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
         SECTION 11.7.  Rules by Trustee, Paying Agent and Registrar  . . . . . . . . . . . . . . . . . . . . . . . .  71
         SECTION 11.8.  Legal Holidays  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
         SECTION 11.9.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
         SECTION 11.10. No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   72
         SECTION 11.11. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   72
         SECTION 11.12. Multiple Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   72
         SECTION 11.13. Variable Provisions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   72
         SECTION 11.14. Qualification of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   72
         SECTION 11.15. Table of Contents; Headings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   72


EXHIBIT A               Form of the Initial Note
EXHIBIT B               Form of the Exchange Note
EXHIBIT C               Form of Certificate to be Delivered in Connection With Transfers to Institutional
                        Accredited Investors
EXHIBIT D               Form of Certificate to be Delivered in Connection With Transfers Pursuant to
                        Regulation S
</TABLE>





                                     - iv -



<PAGE>   7

INDENTURE dated as of February 17, 1998, among VIASYSTEMS, INC., a Delaware
corporation (the "Company"), and The Bank of New York, a New York banking
corporation (the "Trustee").

                 Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Company's 9
3/4% Series B Senior Subordinated Notes due 2007 (the "Initial Notes") and, if
and when issued in exchange for Initial Notes as provided in the Registration
Rights Agreement (as hereinafter defined), the Company's 9 3/4% Series B Senior
Subordinated Notes due 2007 (the "Exchange Notes" and, together with the
Initial Notes, the "Securities"):


                                   ARTICLE I

                   Definitions and Incorporation by Reference

                 SECTION 1.1.  Definitions.

                 "1997 Indenture" means the Indenture, dated as of June 6,
1997, between the Company and The Bank of New York, as trustee, as the same may
be amended, supplemented or otherwise modified from time to time.

                 "1997 Security Issue Date" means June 6, 1997.

                 "1997 Securities" means the Company's 9 3/4% Senior
Subordinated Notes due 2007 issued pursuant to the 1997 Indenture.

                 "Additional Assets" means: (i) any property or assets (other
than Indebtedness and Capital Stock) in a Related Business; (ii) the Capital
Stock of a Person that becomes a Restricted Subsidiary as a result of the
acquisition of such Capital Stock by the Company or a Restricted Subsidiary of
the Company; (iii) Capital Stock constituting a minority interest in any Person
that at such time is a Restricted Subsidiary of the Company; or (iv) Permitted
Investments of the type and in the amounts described in clause (viii) of the
definition thereof; provided, however, that, in the case of clauses (ii) and
(iii) of this definition, such Restricted Subsidiary is primarily engaged in a
Related Business.

                 "Affiliate" of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or under direct or
indirect common control with such specified Person.  For the purposes of this
definition, "control," when used with respect to any Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

                 "Applicable Premium" means, with respect to a Security at any
Redemption Date, the greater of (i) 1.0% of the principal amount of such
Security and (ii) the excess of
<PAGE>   8

                                                                              2

(A) the present value at such time of (1) 104.875% of the principal amount of
such Security plus (2) all required interest payments due on such Security
through June 1, 2002, computed using a discount rate equal to the Treasury Rate
plus 100 basis points, over (B) the principal amount of such Security.

                 "Asset Disposition" means any sale, lease, transfer, issuance
or other disposition (or series of related sales, leases, transfers, issuances
or dispositions that are part of a common plan) of shares of Capital Stock of a
Restricted Subsidiary (other than directors' qualifying shares), property or
other assets (each referred to for the purposes of this definition as a
"disposition") by the Company or any of its Restricted Subsidiaries (including
any disposition by means of a merger, consolidation or similar transaction)
other than (i) a disposition by a Restricted Subsidiary to the Company or by
the Company or a Restricted Subsidiary to a Wholly-Owned Subsidiary, (ii) a
disposition of inventory in the ordinary course of business, (iii) a
disposition of obsolete or worn out equipment or equipment that is no longer
useful in the conduct of the business of the Company and its Restricted
Subsidiaries and that is disposed of in each case in the ordinary course of
business, (iv) dispositions of property for net proceeds which, when taken
collectively with the net proceeds of any other such dispositions under this
clause (iv) that were consummated since the beginning of the calendar year in
which such disposition is consummated, do not exceed 1.50% of the consolidated
book value of the Company's assets as of the most recent date prior to such
disposition for which a consolidated balance sheet of the Company has been
regularly prepared, (v) transactions permitted under Section 5.1, (vi)
transactions permitted under Section 4.4, and (vii) any disposition that
constitutes a Change of Control.

                 "Asset Swap" means the execution of a definitive agreement,
subject only to customary closing conditions that the Company in good faith
believes will be satisfied, for a substantially concurrent purchase and sale,
or exchange, of Productive Assets between the Company or any of its Restricted
Subsidiaries and another Person or group of affiliated Persons; provided,
however, that any amendment to or waiver of any closing condition that
individually or in the aggregate is material to the Asset Swap shall be deemed
to be a new Asset Swap.

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

                 "Average Life" means, as of the date of determination, with
respect to any Indebtedness, the quotient obtained by dividing (i) the sum of
the products of the numbers of years from the date of determination to the
dates of each successive scheduled principal payment of such Indebtedness or
redemption multiplied by the amount of such payment by (ii) the sum of all such
payments.
<PAGE>   9
                                                                               3




                 "Bank Indebtedness" means any and all amounts, whether
outstanding on the 1997 Security Issue Date or thereafter incurred, payable or
guaranteed by the Company under or in respect of the Credit Agreement or any
Interest Rate Agreement or Currency Agreement with a holder of Bank
Indebtedness and any related notes, collateral documents, letters of credit and
guarantees, including principal, premium (if any), interest (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company whether or not a claim for post filing
interest is allowed in such proceedings), fees, charges, expenses,
reimbursement obligations, guarantees and all other amounts payable thereunder
or in respect thereof.

                 "Bisto" means Bisto Funding, Inc., a Delaware corporation

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

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

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

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

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

                 (i)  any sale, lease, exchange or other transfer (in one
         transaction or a series of related transactions) of all or
         substantially all of the assets of the Company and its Subsidiaries to
         any Person or group of related Persons for purposes of Section 13(d)
         of the Exchange Act (a "Group") (whether or not otherwise in
         compliance with the provisions of this Indenture), other than to
         Permitted Holders; or

                 (ii)  a majority of the Board of Directors shall consist of
         Persons who are not Continuing Directors; or

                 (iii)  the acquisition by any Person or Group (other than the
         Permitted Holders or any direct or indirect Subsidiary of any
         Permitted Holder) of the power, directly or indirectly, to vote or
         direct the voting of securities having more than 50% of the ordinary
         voting power for the election of directors of the Company.
<PAGE>   10
                                                                               4




                 "Chips" means Viasystems II Limited (formerly known as
Interconnection Systems (Holdings) Limited), and its Subsidiaries.

                 "Chips Holdings" means Chips Holdings, Inc.

                 "Chips Letter of Credit" means an irrevocable direct pay
letter of credit issued by Chase Manhattan Bank Delaware, or any successor
issuer, to support the payment of principal of and up to 6.22% interest on the
Chips Loan Notes, as amended, extended, renewed, replaced or otherwise modified
from time to time.

                 "Chips Loan Notes" means $437,500,000 of loan notes due March
31, 2003, issued by Chips Holdings in connection with the acquisition of Chips.

                 "Chips Reimbursement Obligations" means the obligations of the
Company to (a) reimburse the issuer of the Chips Letter of Credit for (i) up to
$319,250,000 of drawings on the Chips Letter of Credit in respect of principal
on the Chips Loan Notes and (ii) up to $27,212,500 of drawings on the Chips
Letter of Credit in respect of interest on the Chips Loan Notes, less any
portion of such reimbursement obligation paid by Bisto and (b) to pay letter of
credit fees and commissions on (x) the entire amount referred to in clause (a)
above and (y) $118,250,000 of the Chips Letter of Credit, to the extent not
paid by Bisto.

                 "Circo Craft" means Viasystems Canada, Inc. (formerly known as
Circo Craft Co., Inc.), and its Subsidiaries.

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

                 "Company" means Viasystems, Inc. until a successor replaces it
and, thereafter, means the successor.

                 "Consolidated Cash Flow" for any period means the Consolidated
Net Income for such period, plus without duplication, the following to the
extent deducted in calculating such Consolidated Net Income: (i) income tax
expense, (ii) Consolidated Interest Expense, (iii) depreciation expense, (iv)
amortization expense, (v) exchange or translation losses on foreign currencies,
and (vi) all other non-cash items reducing Consolidated Net Income (excluding
any non-cash item to the extent it represents an accrual of or reserve for cash
disbursements for any subsequent period prior to the Stated Maturity of the
Securities and less, to the extent added in calculating Consolidated Net
Income, (x) exchange or translation gains on foreign currencies, and (y)
non-cash items (excluding such non-cash items to the extent they represent an
accrual for cash receipts reasonably expected to be received prior to the
Stated Maturity of the Securities), in each case for such period.
Notwithstanding the foregoing, the income tax expense, depreciation expense and
amortization expense of a Subsidiary of the Company shall be included in
Consolidated Cash Flow only to the extent (and in the same proportion) that the
net income of such Subsidiary was included in calculating Consolidated Net
Income.
<PAGE>   11
                                                                               5




                 "Consolidated Coverage Ratio" as of any date of determination
means the ratio of (i) the aggregate amount of Consolidated Cash Flow for the
period of the most recent four consecutive fiscal quarters ending prior to the
date of such determination and as to which financial statements are available
to (ii) Consolidated Interest Expense for such four fiscal quarters; provided,
however, that (1) if the Company or any of its Restricted Subsidiaries has
Incurred any Indebtedness since the beginning of such period that remains
outstanding or if the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both,
Consolidated Cash Flow and Consolidated Interest Expense for such period shall
be calculated after giving effect on a pro forma basis to (A) such Indebtedness
as if such Indebtedness had been Incurred on the first day of such period
(provided that if such Indebtedness is Incurred under a revolving credit
facility (or similar arrangement or under any predecessor revolving credit or
similar arrangement) only that portion of such Indebtedness that constitutes
the one year projected minimum balance of such Indebtedness (as determined in
good faith by senior management of the Company and assuming a constant level of
sales) shall be deemed outstanding for purposes of this calculation) and (B)
the discharge of any other Indebtedness repaid, repurchased, defeased or
otherwise discharged with the proceeds of such new Indebtedness as if such
discharge had occurred on the first day of such period, (2) if since the
beginning of such period any Indebtedness of the Company or any of its
Restricted Subsidiaries has been repaid, repurchased, defeased or otherwise
discharged (other than Indebtedness under a revolving credit or similar
arrangement unless such revolving credit Indebtedness has been permanently
repaid and has not been replaced), Consolidated Interest Expense for such
period shall be calculated after giving pro forma effect thereto as if such
Indebtedness had been repaid, repurchased, defeased or otherwise discharged on
the first day of such period, (3) if since the beginning of such period the
Company or any of its Restricted Subsidiaries shall have made any Asset
Disposition or if the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio is an Asset Disposition, Consolidated Cash Flow for
such period shall be reduced by an amount equal to the Consolidated Cash Flow
(if positive) attributable to the assets which are the subject of such Asset
Disposition for such period or increased by an amount equal to the Consolidated
Cash Flow (if negative) attributable thereto for such period, and Consolidated
Interest Expense for such period shall be (i) reduced by an amount equal to the
Consolidated Interest Expense attributable to any Indebtedness of the Company
or any of its Restricted Subsidiaries repaid, repurchased, defeased or
otherwise discharged with respect to the Company and its continuing Restricted
Subsidiaries in connection with such Asset Disposition for such period (or, if
the Capital Stock of any Restricted Subsidiary of the Company is sold, the
Consolidated Interest Expense for such period directly attributable to the
Indebtedness of such Restricted Subsidiary to the extent the Company and its
continuing Restricted Subsidiaries are no longer liable for such Indebtedness
after such sale) and (ii) increased by interest income attributable to the
assets which are the subject of such Asset Disposition for such period, (4) if
since the beginning of such period the Company or any of its Restricted
Subsidiaries (by merger or otherwise) shall have made an Investment in any
Restricted Subsidiary of the Company (or any Person which becomes a Restricted
Subsidiary of the Company) or an acquisition of assets, including any
Investment in a Restricted Subsidiary of the Company or any acquisition of
assets occurring in connection with a
<PAGE>   12
                                                                               6



transaction causing a calculation to be made hereunder, which constitutes all
or substantially all of an operating unit of a business, or if the transaction
giving rise to such calculation is a transaction subject to Section 5.1,
Consolidated Cash Flow and Consolidated Interest Expense for such period shall
be calculated after giving pro forma effect thereto (including the Incurrence
of any Indebtedness and the use of the proceeds therefrom) as if such
Investment or acquisition occurred on the first day of such period and (5) if
since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary of the Company or was merged with or into the Company or
any Restricted Subsidiary of the Company since the beginning of such period)
shall have made any Asset Disposition, Investment or acquisition of assets that
would have required an adjustment pursuant to clause (3) or (4) above if made
by the Company or a Restricted Subsidiary of the Company during such period,
Consolidated Cash Flow and Consolidated Interest Expense for such period shall
be calculated after giving pro forma effect thereto as if such Asset
Disposition, Investment or acquisition occurred on the first day of such
period.  For purposes of this definition, whenever pro forma effect is to be
given to an acquisition of assets, the amount of income or earnings relating
thereto and the amount of Consolidated Interest Expense associated with any
Indebtedness Incurred in connection therewith, the pro forma calculations shall
be determined in good faith by a responsible financial or accounting Officer of
the Company.  If any Indebtedness bears a floating rate of interest and is
being given pro forma effect, the interest expense on such Indebtedness shall
be calculated as if the rate in effect on the date of determination had been
the applicable rate for the entire period (taking into account any Interest
Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement
has a remaining term in excess of 12 months).  Notwithstanding anything herein
to the contrary, if at the time the calculation of the Consolidated Coverage
Ratio is to be made, the Company does not have available consolidated financial
statements reflecting the ownership by the Company of each of Circo Craft,
Viasystems Technologies (or the assets acquired by it in the Lucent
Transaction), Forward Group and Chips for a period of at least four full fiscal
quarters, all calculations required by the Consolidated Coverage Ratio shall be
prepared on a pro forma basis, as though each such transaction (to the extent
not otherwise reflected in the consolidated financial statements of the
Company) had occurred on the first day of the four fiscal quarter period for
which such calculation is being made.

                 "Consolidated Interest Expense" means, for any period, the
total interest expense of the Company and its Restricted Subsidiaries, plus, to
the extent not included in such interest expense, (i) interest expense
attributable to capital leases, (ii) amortization of debt discount, (iii)
capitalized interest, (iv) non-cash interest expense, (v) commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing, (vi) interest actually paid by the Company or
any such Restricted Subsidiary under any Guarantee of Indebtedness or other
obligation of any other Person, (vii) net payments (whether positive or
negative) pursuant to Interest Rate Agreements, (viii) the cash contributions
to any employee stock ownership plan or similar trust to the extent such
contributions are used by such plan or trust to pay interest or fees to any
Person (other than the Company) in connection with Indebtedness Incurred by
such plan or trust and (ix) cash and Disqualified Stock dividends in respect of
all Preferred Stock of Restricted Subsidiaries and
<PAGE>   13
                                                                               7



Disqualified Stock of the Company held by Persons other than the Company or a
Wholly-Owned Subsidiary and less (a) to the extent included in such interest
expense, the amortization of capitalized debt issuance costs and debt discount
solely to the extent relating to the issuance and sale of Indebtedness together
with any equity security as part of an investment unit and (b) interest income.
Notwithstanding the foregoing, the Consolidated Interest Expense with respect
to any Restricted Subsidiary of the Company, that was not a Wholly-Owned
Subsidiary, shall be included only to the extent (and in the same proportion)
that the net income of such Restricted Subsidiary was included in calculating
Consolidated Net Income.

                 "Consolidated Net Income" means, for any period, the net
income (loss) of the Company and its consolidated Restricted Subsidiaries;
provided, however, that there shall not be included in such Consolidated Net
Income: (i) any net income (loss) of any Person acquired by the Company or any
of its Restricted Subsidiaries in a pooling of interests transaction for any
period prior to the date of such acquisition; (ii) any net income of any
Restricted Subsidiary of the Company if such Restricted Subsidiary is subject
to restrictions, directly or indirectly, on the payment of dividends or the
making of distributions by such Restricted Subsidiary, directly or indirectly,
to the Company (other than restrictions in effect on the 1997 Security Issue
Date with respect to a Restricted Subsidiary of the Company and other than
restrictions that are created or exist in compliance with Section 4.5
(excluding clause (g) thereof from the operation of this parenthetical); (iii)
any gain or loss realized upon the sale or other disposition of any assets of
the Company or its consolidated Restricted Subsidiaries (including pursuant to
any Sale/Leaseback Transaction) which are not sold or otherwise disposed of in
the ordinary course of business and any gain or loss realized upon the sale or
other disposition of any Capital Stock of any Person; (iv) any extraordinary
gain or loss; (v) the cumulative effect of a change in accounting principles;
(vi) restructuring charges or writeoffs recorded within the one year period
following the Issue Date in an aggregate amount not to exceed $50 million;
(vii) charges relating to the writeoff of acquired in- process research and
development expenses and other intangibles in connection with the application
of the purchase method of accounting to the net assets of a Person acquired by
the Company and its Restricted Subsidiaries and charges related to writeoff of
intangible assets; (viii) the net income of any Person, other than a Restricted
Subsidiary, except to the extent of the lesser of (A) dividends or
distributions paid to the Company or any of its Restricted Subsidiaries by such
Person and (B) the net income of such Person (but in no event less than zero),
and the net loss of such Person (other than an Unrestricted Subsidiary) shall
be included only to the extent of the aggregate Investment of the Company or
any of its Restricted Subsidiaries in such Person and (ix) any non-cash
expenses attributable to grants or exercises of employee stock options.
Notwithstanding the foregoing, for the purpose of Section 4.4 only, there shall
be excluded from Consolidated Net Income any dividends, repayments of loans or
advances or other transfers of assets from Unrestricted Subsidiaries to the
Company or a Restricted Subsidiary to the extent such dividends, repayments or
transfers increase the amount of Restricted Payments permitted under Section
4.4 pursuant to clause (a)(3)(E) thereof.

                 "Consolidated Net Worth" means the total of the amounts shown
on the balance sheet of the Company and its consolidated Restricted
Subsidiaries, determined on a
<PAGE>   14
                                                                               8



consolidated basis in accordance with GAAP, as of the end of the most recent
fiscal quarter of the Company ending prior to the taking of any action for the
purpose of which the determination is being made and for which financial
statements are available (but in no event ending more than 180 days prior to
the taking of such action), as (i) the par or stated value of all outstanding
Capital Stock of the Company plus (ii) paid-in capital or capital surplus
relating to such Capital Stock plus (iii) any retained earnings or earned
surplus less (A) any accumulated deficit and (B) any amounts attributable to
Disqualified Stock.

                 "Continuing Director" means, as of the date of determination,
any Person who (i) was a member of the Board of Directors on the 1997 Security
Issue Date, (ii) was nominated for election or elected to the Board of
Directors of the Company with the affirmative vote of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination or election, or (iii) is a representative of a Permitted
Holder.

                 "Credit Agreement" means (i) the Second Amended and Restated
Credit Agreement, dated as of June 5, 1997, among Viasystems Group, as
Guarantor, the Company, as US Borrower, Circo Craft Co., Inc., PCB Investments
PLC, Forward Group PLC, Chips Acquisition Limited, Chips and the other Foreign
Subsidiary Borrowers (as defined therein) from time to time parties thereto,
The Chase Manhattan Bank of Canada, Chase Manhattan International Limited and
the other Foreign Agents (as defined therein) from time to time appointed
thereunder, The Chase Manhattan Bank, as Administrative Agent (as defined
therein), and the lenders from time to time parties thereto as the same may be
amended, supplemented or otherwise modified from time to time including
amendments, supplements or modifications relating to the addition or
elimination of Subsidiaries of the Company as borrowers or other credit parties
thereunder, and (ii) any renewal, extension, refunding, restructuring,
replacement or refinancing thereof (whether with the original Administrative
Agent, Foreign Agent(s) and Issuing Lender (as defined therein), and lenders or
another administrative agent or agents or one or more other lenders and whether
provided under the original Credit Agreement or one or more other credit or
other agreements or indentures).

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

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

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

                 "Designated Senior Indebtedness" means (i) the Bank
Indebtedness and (ii) any other Senior Indebtedness which, at the date of
determination, has an aggregate principal
<PAGE>   15
                                                                               9



amount outstanding of, or under which, at the date of determination, the
holders thereof are committed to lend up to, at least $25 million and is
specifically designated by the Company in the instrument evidencing or
governing such Senior Indebtedness as "Designated Senior Indebtedness" for
purposes of this Indenture.

                 "Disqualified Stock" means, with respect to any Person, any
Capital Stock of such Person which by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable) or upon
the happening of any event (i) matures (other than as a result of a Change of
Control) or is mandatorily redeemable pursuant to a sinking fund obligation or
otherwise, (ii) is convertible or exchangeable for Indebtedness or Disqualified
Stock (excluding capital stock which is convertible or exchangeable solely at
the option of the Company or a Restricted Subsidiary) or (iii) is redeemable at
the option of the holder thereof (other than as a result of a Change of
Control, in whole or in part, in each case on or prior to the Stated Maturity
of the Securities, provided, that only the portion of Capital Stock which so
matures or is mandatorily redeemable, is so convertible or exchangeable or is
so redeemable at the option of the holder thereof prior to such Stated Maturity
shall be deemed to be Disqualified Stock.

                 "Equity Offering" means an offering for cash by Holding or the
Company of its common stock, or options, warrants or rights with respect to its
common stock.

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

                 "Financial Advisory Agreement" means the Financial Advisory
Agreement between Hicks Muse Partners and the Company as in effect on the 1997
Security Issue Date.

                 "Foreign Subsidiaries" means a Restricted Subsidiary not
organized or existing under the laws of the United States, any state thereof,
the District of Columbia, or any territory thereof.

                 "Forward Group" means Viasystems Holdings Limited (formerly
known as Forward Group PLC), and its Subsidiaries.

                 "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the date of the 1997 Indenture,
including those 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
the Commission or in such other statements by such other entity as approved by
a significant segment of the accounting profession.  All ratios and
computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP.

                 "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any other
Person and any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance
<PAGE>   16
                                                                              10



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

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

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

                 "Holding" means Viasystems Group, Inc., a Delaware
corporation, the owner of all the outstanding Capital Stock of the Company on
the Issue Date, and its successors and assigns.

                 "Incur" means issue, assume, Guarantee, incur or otherwise
become liable for; provided, however, that any Indebtedness or Capital Stock of
a Person existing at the time such person becomes a Restricted Subsidiary
(whether by merger, consolidation, acquisition or otherwise) shall be deemed to
be incurred by such Restricted Subsidiary at the time it becomes a Restricted
Subsidiary.

                 "Indebtedness" means, with respect to any Person on any date
of determination (without duplication), (i) the principal of and premium (if
any) in respect of indebtedness of such Person for borrowed money, (ii) the
principal of and premium (if any) in respect of obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments, (iii) all
obligations of such Person in respect of letters of credit or other similar
instruments (including reimbursement obligations with respect thereto) (other
than obligations with respect to letters of credit securing obligations (other
than obligations described in clauses (i), (ii) and (v)) entered into in the
ordinary course of business of such Person to the extent that such letters of
credit are not drawn upon or, if and to the extent drawn upon, such drawing is
reimbursed no later than the third business day following receipt by such
Person of a demand for reimbursement following payment on the letter of
credit), (iv) all obligations of such Person to pay the deferred and unpaid
purchase price of property or services (except trade payables and accrued
expenses incurred in the ordinary course of business), which purchase price is
due more than six months after the date of placing such property in service or
taking delivery and title thereto or the completion of such services, (v) all
Capitalized Lease Obligations and all Attributable Indebtedness of such Person,
(vi) all Indebtedness of other Persons secured by a Lien on any asset of such
Person, whether or not such Indebtedness is assumed by such Person, (vii) all
Indebtedness of other Persons to the extent Guaranteed by such Person, (viii)
the amount of all obligations of such Person with respect to the redemption,
repayment or other repurchase of any Disqualified Stock or, with respect to any
Restricted
<PAGE>   17
                                                                              11



Subsidiary of the Company, any Preferred Stock of such Restricted Subsidiary to
the extent such obligation arises on or before the Stated Maturity of the
Securities (but excluding, in each case, any accrued dividends) and (ix) to the
extent not otherwise included in this definition, obligations under Currency
Agreements and Interest Rate Agreements.  The amount of Indebtedness of any
Person at any date shall be the outstanding principal amount of all
unconditional obligations as described above, as such amount would be reflected
on a balance sheet prepared in accordance with GAAP, and the maximum liability
of such Person, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations described above at such date.

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

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

                 "Investment" in any Person means any direct or indirect
advance, loan (other than advances to customers in the ordinary course of
business) or other extension of credit (including by way of Guarantee or
similar arrangement, but excluding any debt or extension of credit represented
by a bank deposit other than a time deposit) or capital contribution to (by
means of any transfer of cash or other property to others or any payment for
property or services for the account or use of others), or any purchase or
acquisition of Capital Stock, Indebtedness or other similar instruments issued
by such Person.  For purposes of Section 4.4, (i) "Investment" shall include
the portion (proportionate to the Company's equity interest in a Restricted
Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market
value of the net assets of such Restricted Subsidiary of the Company at the
time that such Restricted Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of such Unrestricted Subsidiary as
a Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent "Investment" in an Unrestricted Subsidiary in an amount (if positive)
equal to (x) the Company's "Investment" in such Subsidiary at the time of such
redesignation less (y) the portion (proportionate to the Company's equity
interest in such Subsidiary) of the fair market value of the net assets of such
Subsidiary at the time that such Subsidiary is so re-designated a Restricted
Subsidiary; and (ii) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its fair market value at the time of such
transfer, in each case as determined in good faith by the Board of Directors
and evidenced by a resolution of such Board of Directors certified in an
Officers' Certificate to the Trustee.

                 "Issue Date" means the date on which the Initial Notes are
originally issued.

                 "Legal Holiday" has the meaning ascribed in Section 11.8.
<PAGE>   18
                                                                              12




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

                 "Lucent Transaction" means the acquisition by Holding of
substantially all of the assets of the Interconnection Technologies Unit of the
Microelectronics Group of Lucent Technologies in December 1996.

                 "Mills & Partners" means Mills & Partners, Inc.

                 "Monitoring and Oversight Agreement" means the Monitoring and
Oversight Agreement between Hicks Muse Partners and the Company as in effect on
the 1997 Security Issue Date.

                 "Net Available Cash" from an Asset Disposition means cash
payments received (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received
in the form of assumption by the acquiring Person of Indebtedness or other
obligations relating to the properties or assets subject to such Asset
Disposition) therefrom, in each case net of (i) all legal, title and recording
tax expenses, commissions and other fees and expenses incurred, and all
Federal, state, foreign and local taxes required to be paid or accrued as a
liability under GAAP in connection with such Asset Disposition, (ii) all
payments made on any Indebtedness which is secured by any assets subject to
such Asset Disposition, in accordance with the terms of any Lien upon such
assets, or which must by its terms, or in order to obtain a necessary consent
to such Asset Disposition, or by applicable law, be repaid out of the proceeds
from such Asset Disposition, (iii) all distributions and other payments
required to be made to any Person owning a beneficial interest in assets
subject to sale or minority interest holders in Subsidiaries or joint ventures
as a result of such Asset Disposition, (iv) the deduction of appropriate
amounts to be provided by the seller as a reserve, in accordance with GAAP,
against any liabilities associated with the assets disposed of in such Asset
Disposition and retained by the Company or any Restricted Subsidiary of the
Company after such Asset Disposition and (v) any portion of the purchase price
from an Asset Disposition placed in escrow (whether as a reserve for adjustment
of the purchase price, for satisfaction of indemnities in respect of such Asset
Disposition or otherwise in connection with such Asset Disposition); provided,
however, that upon the termination of such escrow, Net Available Cash shall be
increased by any portion of funds therein released to the Company or any
Restricted Subsidiary.

                 "Net Cash Proceeds" with respect to any issuance or sale of
Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result of such issuance or sale.
<PAGE>   19
                                                                              13



                 "Non-Recourse Debt" means Indebtedness (i) as to which neither
the Company nor any Restricted Subsidiary (a) provides any guarantee or credit
support of any kind (including any undertaking, guarantee, indemnity, agreement
or instrument that would constitute Indebtedness) or (b) is directly or
indirectly liable (as a guarantor or otherwise) and (ii) no default with
respect to which (including any rights that the holders thereof may have to
take enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any Restricted Subsidiary to declare a default under such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity.

                 "Non-U.S. Person" means any Person that is not a U.S. Person,
as such term is defined in the Securities Act.

                 "Offering Memorandum" means the Offering Memorandum dated
February 9, 1998 relating to the Initial Notes; provided that after the
issuance of Exchange Notes, all references herein to "Offering Memorandum"
shall be deemed references to the prospectus relating to the Exchange Notes.

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

                 "Officers' Certificate" means a certificate signed by two
Officers.

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

                 "Permitted Holders" means Hicks Muse, Mills & Partners, or any
of their Affiliates, officers or directors.

                 "Permitted Indebtedness" means (i) Indebtedness of the Company
owing to and held by any Wholly-Owned Subsidiary or Indebtedness of a
Restricted Subsidiary owing to and held by the Company or any Wholly-Owned
Subsidiary; provided, however, that any subsequent issuance or transfer of any
Capital Stock or any other event which results in any such Wholly-Owned
Subsidiary ceasing to be a Wholly-Owned Subsidiary or any subsequent transfer
of any such Indebtedness (except to the Company or a Wholly-Owned Subsidiary)
shall be deemed, in each case, to constitute the Incurrence of such
Indebtedness by the issuer thereof; (ii) Indebtedness represented by (x) the
Securities and the 1997 Securities, (y) any Indebtedness (other than the
Indebtedness described in clauses (i), (ii) and (iv) of Section 4.3(b) and
other than Indebtedness Incurred pursuant to clause (i) above or clauses (iv),
(v), (vi) or (vii) below) outstanding on the 1997 Security Issue Date and (z)
any Refinancing Indebtedness Incurred in respect of any Indebtedness described
in this clause (ii) or Incurred pursuant to Section 4.3(a); (iii) (A)
Indebtedness of a Restricted Subsidiary Incurred and outstanding on the date on
which such Restricted Subsidiary was acquired by the Company or
<PAGE>   20
                                                                              14



its Restricted Subsidiaries (other than Indebtedness Incurred as consideration
in, or to provide all or any portion of the funds or credit support utilized to
consummate, the transaction or series of related transactions pursuant to which
such Restricted Subsidiary became a Subsidiary or was otherwise acquired by the
Company); provided, however, that at the time such Restricted Subsidiary is
acquired by the Company, the Company would have been able to Incur $1.00 of
additional Indebtedness pursuant to Section 4.3(a) after giving effect to the
Incurrence of such Indebtedness pursuant to this clause (iii) and (B)
Refinancing Indebtedness Incurred by the Company or a Restricted Subsidiary in
respect of Indebtedness Incurred by such Restricted Subsidiary pursuant to this
clause (iii); (iv) Indebtedness (A) in respect of performance bonds, bankers'
acceptances and surety or appeal bonds provided by the Company or any of its
Restricted Subsidiaries to their customers in the ordinary course of their
business, (B) in respect of performance bonds or similar obligations of the
Company or any of its Restricted Subsidiaries for or in connection with
pledges, deposits or payments made or given in the ordinary course of business
in connection with or to secure statutory, regulatory or similar obligations,
including obligations under health, safety or environmental obligations, (C)
arising from Guarantees to suppliers, lessors, licensees, contractors,
franchisees or customers of obligations (other than Indebtedness) Incurred in
the ordinary course of business and (D) under Currency Agreements and Interest
Rate Agreements; provided, however, that in the case of Currency Agreements and
Interest Rate Agreements, such Currency Agreements and Interest Rate Agreements
are entered into for bona fide hedging purposes of the Company or its
Restricted Subsidiaries (as determined in good faith by the Board of Directors
or senior management of the Company) and correspond in terms of notional
amount, duration, currencies and interest rates, as applicable, to Indebtedness
of the Company or its Restricted Subsidiaries Incurred without violation of
this Indenture or to business transactions of the Company or its Restricted
Subsidiaries on customary terms entered into in the ordinary course of
business; (v) Indebtedness arising from agreements providing for
indemnification, adjustment of purchase price or similar obligations, or from
Guarantees or letters of credit, surety bonds or performance bonds securing any
obligations of the Company or any of its Restricted Subsidiaries pursuant to
such agreements, in each case Incurred in connection with the disposition of
any business assets or Restricted Subsidiary of the Company (other than
Guarantees of Indebtedness or other obligations Incurred by any Person
acquiring all or any portion of such business assets or Restricted Subsidiary
of the Company for the purpose of financing such acquisition) in a principal
amount not to exceed the gross proceeds actually received by the Company or any
of its Restricted Subsidiaries in connection with such disposition; provided,
however, that the principal amount of any Indebtedness Incurred pursuant to
this clause (v), when taken together with all Indebtedness Incurred pursuant to
this clause (v) and then outstanding since the 1997 Security Issue Date, shall
not exceed $20.0 million; (vi) Indebtedness consisting of (A) Guarantees by the
Company or a Restricted Subsidiary of Indebtedness Incurred by a Wholly-Owned
Subsidiary without violation of this Indenture and (B) Guarantees by a
Restricted Subsidiary of Senior Indebtedness Incurred by the Company without
violation of this Indenture (so long as such Restricted Subsidiary could have
Incurred such Indebtedness directly without violation of this Indenture); (vii)
Indebtedness arising from agreements with governmental agencies of any foreign
country, or political subdivision or agency thereof, relating to the
construction of plants and the purchase
<PAGE>   21
                                                                              15



and installation (including related training costs) of equipment to be used in
a Related Business; provided that such Indebtedness (i) has a maturity in
excess of ten years and 91 days and (ii) in the aggregate does not exceed $50.0
million since the 1997 Security Issue Date; and (viii) Indebtedness arising
from the honoring by a bank or other financial institution of a check, draft or
similar instrument drawn against insufficient funds in the ordinary course of
business, provided that such Indebtedness is extinguished promptly in
accordance with customary practices.

                 "Permitted Investment" means an Investment by the Company or
any of its Restricted Subsidiaries in (i) a Wholly-Owned Subsidiary of the
Company; provided, however, that the primary business of such Wholly-Owned
Subsidiary is a Related Business; (ii) another Person if as a result of such
Investment such other Person becomes a Wholly-Owned Subsidiary of the Company
or is merged or consolidated with or into, or transfers or conveys all or
substantially all its assets to, the Company or a Wholly-Owned Subsidiary of
the Company; provided, however, that in each case such Person's primary
business is a Related Business; (iii) Temporary Cash Investments; (iv)
receivables owing to the Company or any of its Restricted Subsidiaries, if
created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms; (v) payroll, travel and
similar advances to cover matters that are expected at the time of such
advances ultimately to be treated as expenses for accounting purposes and that
are made in the ordinary course of business; (vi) loans or advances to
employees for purposes of purchasing the Company's common stock in an aggregate
amount outstanding at any one time not to exceed $10 million since the 1997
Security Issue Date and other loans and advances to employees made in the
ordinary course of business consistent with past practices of the Company or
such Restricted Subsidiary; (vii) stock, obligations or securities received in
settlement of debts created in the ordinary course of business and owing to the
Company or any of its Restricted Subsidiaries or in satisfaction of judgments
or claims; (viii) a Person engaged in a Related Business or a loan or advance
to the Company the proceeds of which are used solely to make an Investment in a
Person engaged in a Related Business or a Guarantee by the Company of
Indebtedness of any Person in which such Investment has been made; provided,
however, that no Permitted Investments may be made pursuant to this clause
(viii) to the extent the amount thereof would, when taken together with all
other Permitted Investments made pursuant to this clause (viii) since the 1997
Security Issue Date, exceed $50 million in the aggregate (plus, to the extent
not previously reinvested, any return of capital realized since the 1997
Security Issue Date on Permitted Investments made pursuant to this clause
(viii), or any release or other cancellation of any Guarantee constituting such
Permitted Investment); (ix) Persons to the extent such Investment is received
by the Company or any Restricted Subsidiary as consideration for Asset
Dispositions effected in compliance with Section 4.6; (x) prepayments and other
credits to suppliers made in the ordinary course of business consistent with
the past practices of the Company and its Restricted Subsidiaries; (xi)
payments in respect of the Chips Reimbursement Obligations, as in effect on the
1997 Security Issue Date; and (xii) Investments in connection with pledges,
deposits, payments or performance bonds made or given in the ordinary course of
business in connection with or to secure statutory, regulatory or similar
obligations, including obligations under health, safety or environmental
obligations.
<PAGE>   22
                                                                              16




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

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

                 "Private Exchange Securities" shall be defined in the
Registration Rights Agreement.

                 "Productive Assets" means assets of a kind used or usable by
the Company and its Restricted Subsidiaries in the Company's business or any
Related Business.

                 A "Public Market" exists at any time with respect to the
common stock of Holding or the Company if (a) the common stock of Holding or
the Company, as the case may be, is then registered with the SEC pursuant to
Section 12(b) or 12(g) of the Exchange Act and traded either on a national
securities exchange or in the National Association of Securities Dealers
Automated Quotation System and (b) at least 15% of the total issued and
outstanding common stock of Holding or the Company, as the case may be, has
been distributed prior to such time by means of an effective registration
statement under the Securities Act.

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

                 "Redemption Date" means the date specified by the Company in a
notice delivered pursuant to Section 3.3 as the date on which the Company has
elected to redeem all of the Securities pursuant to paragraph 5 of the
Securities after the occurrence of a Change of Control.

                 "Refinancing Indebtedness" means Indebtedness that is incurred
to refund, refinance, replace, renew, repay or extend (including pursuant to
any defeasance or discharge mechanism) (collectively, "refinance") any
Indebtedness existing on the date of the 1997 Indenture or Incurred in
compliance with the Indenture (including Indebtedness of the Company that
refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any
Restricted Subsidiary that refinances Indebtedness of another Restricted
Subsidiary) including Indebtedness that refinances Refinancing Indebtedness;
provided, however, that (i) the Refinancing Indebtedness has a Stated Maturity
no earlier than the earlier of (A) the ninety-first day after the Stated
Maturity of the Securities and (B) the Stated Maturity of the Indebtedness
being
<PAGE>   23
                                                                              17



refinanced, (ii) the Refinancing Indebtedness has an Average Life at the time
such Refinancing Indebtedness is Incurred that is equal to or greater than the
lesser of (A) the Average Life of the Securities and (B) the Average Life of
the Indebtedness being refinanced, and (iii) such Refinancing Indebtedness is
Incurred in an aggregate principal amount (or if issued with original issue
discount, an aggregate issue price) that is equal to (or 101% of, in the case
of a refinancing of the Securities in connection with a Change of Control) or
less than the sum of the aggregate principal amount (or if issued with original
issue discount, the aggregate accreted value) then outstanding of the
Indebtedness being refinanced, plus applicable premium and reasonable costs
paid in connection with such refinancing.

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

                 "Registration Rights Agreement" means the Exchange and
Registration Rights Agreement, dated February 17, 1998, among the Company,
Chase Securities Inc. and NatWest Capital Markets Limited.

                 "Related Business" means any business which is the same as or
related, ancillary or complementary to any of the businesses of the Company and
its Restricted Subsidiaries on the 1997 Security Issue Date, as reasonably
determined by the Board of Directors.

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

                 "Restricted Period"  with respect to any Security means the
two year period following the later of the Issue Date and the last date on
which the Company or any Affiliate of the Company is the owner of such Security
or any predecessor of such Security.

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

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

                 "SEC" means the Securities and Exchange Commission.

                 "Securities" means the Securities issued under this Indenture.

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

                 "Securities Custodian" means the custodian with respect to the
Global Security (as appointed by the Depositary), or any successor Person
thereto and shall initially be the Trustee.
<PAGE>   24
                                                                              18




                 "Secured Indebtedness" means any Indebtedness of the Company
secured by a Lien.

                 "Senior Indebtedness" means whether outstanding on the 1997
Security Issue Date or thereafter issued, the Bank Indebtedness and all other
Indebtedness of the Company, including interest and fees thereon, unless, in
the instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that the obligations in respect of such
Indebtedness are not superior in right of payment to the Securities; provided,
however, that Senior Indebtedness shall not include (1) any obligation of the
Company to any Subsidiary, (2) any liability for Federal, state, foreign, local
or other taxes owed or owing by the Company, (3) any accounts payable or other
liability to trade creditors arising in the ordinary course of business
(including Guarantees thereof or instruments evidencing such liabilities), or
(4) any Indebtedness, Guarantee or obligation of the Company that is expressly
subordinate or junior in right of payment to any other Indebtedness, Guarantee
or obligation of the Company, including any Senior Subordinated Indebtedness
and any Subordinated Indebtedness.

                 "Senior Subordinated Indebtedness" means the Securities, the
1997 Securities and any other Indebtedness of the Company that specifically
provides that such Indebtedness is to rank pari passu with the Securities in
right of payment and is not subordinated by its terms in right of payment to
any Indebtedness or other obligation of the Company which is not Senior
Indebtedness.

                 "Shelf Registration Statement" has the meaning ascribed
thereto in the Registration Rights Agreement.

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

                 "Stated Maturity" means, with respect to any security, the
date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision.

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

                 "Subsidiary" of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (i) such Person, (ii) such
Person and one or more Subsidiaries of such Person or (iii) one or more
Subsidiaries of such
<PAGE>   25
                                                                              19



Person.  Unless otherwise specified herein, each reference to a Subsidiary
shall refer to a Subsidiary of the Company.

                 "Temporary Cash Investments" means any of the following: (i)
any Investment in direct obligations of the United States of America or any
agency thereof or obligations Guaranteed by the United States of America or any
agency thereof, (ii) Investments in time deposit accounts, certificates of
deposit and money market deposits maturing within 180 days of the date of
acquisition thereof issued by a bank or trust company which is organized under
the laws of the United States of America, any state thereof or any foreign
country recognized by the United States of America having capital, surplus and
undivided profits aggregating in excess of $250.0 million (or the foreign
currency equivalent thereof) and whose long-term debt, or whose parent holding
company's long-term debt, is rated "A" (or such similar equivalent rating) or
higher by at least one nationally recognized statistical rating organization
(as defined in Rule 436 under the Securities Act), (iii) repurchase obligations
with a term of not more than 30 days for underlying securities of the types
described in clause (i) above entered into with a bank meeting the
qualifications described in clause (ii) above, (iv) Investments in commercial
paper, maturing not more than 180 days after the date of acquisition, issued by
a corporation (other than an Affiliate of the Company) organized and in
existence under the laws of the United States of America or any foreign country
recognized by the United States of America with a rating at the time as of
which any investment therein is made of "P-1" (or higher) according to Moody's
Investors Service, Inc. or "A-1" (or higher) according to Standard and Poor's
Ratings Group, (v) Investments in securities with maturities of six months or
less from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States of America, or by any political
subdivision or taxing authority thereof, and rated at least "A" by Standard &
Poor's Ratings Group or "A" by Moody's Investors Service, Inc. and (vi)
Investments in mutual funds whose investment guidelines restrict substantially
all of such funds' investments to those satisfying the provisions of clauses
(i) through (v) above.

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

                 "Transactions" means (i) the acquisition by Holding of Circo
Craft in October 1996, (ii) the Lucent Transaction, (iii) the acquisition by
Holding of the Forward Group in April 1997 and (iv) the acquisition by Holding
of Chips Holding.

                 "Transfer Restricted Securities" means Securities that bear or
are required to bear the legend set forth in Section 2.1(b) hereof.

                 "Treasury Rate" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15(519) which has become publicly available at least two business days prior
to the Redemption Date (or, if such Statistical Release is no longer published,
any publicly available source or similar market data)) most nearly equal to
<PAGE>   26
                                                                              20



the period from the Redemption Date to June 1, 2002; provided, however, that if
the period from the Redemption Date to June 1, 2002 is not equal to the
constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the Redemption Date to June 1, 2002 is
less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.

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

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

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

                 "Unrestricted Subsidiary" means (i) any Subsidiary of the
Company that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors in the manner provided below and (ii) any
Subsidiary of an Unrestricted Subsidiary.  The Board of Directors may designate
any Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary of the Company) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness
of, or owns or holds any Lien on any property of, the Company or any Restricted
Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so
designated; provided, however, that either (A) the Subsidiary to be so
designated has total consolidated assets of $10,000 or less or (B) if such
Subsidiary has consolidated assets greater than $10,000, then such designation
would be permitted under Section 4.4.  The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that
immediately after giving effect to such designation (x) the Company could Incur
$1.00 of additional Indebtedness under Section 4.3(a) and (y) no Default shall
have occurred and be continuing.  Any such designation by the Board of
Directors shall be evidenced to the Trustee by promptly filing with the Trustee
a copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing provisions.

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

                 "Viasystems Technologies" means Viasystems Technologies Corp.
<PAGE>   27
                                                                              21




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

                 "Wholly-Owned Subsidiary" means a Restricted Subsidiary of the
Company, at least 99% of the Capital Stock of which (other than directors'
qualifying shares) is owned by the Company or another Wholly-Owned Subsidiary;
provided, however, the Forward Group shall be deemed to be a Wholly-Owned
Subsidiary of the Company for all purposes of the Indenture unless the sale or
issuance of more than 1% of the Capital Stock thereof to a person other than
another Wholly-Owned Subsidiary of the Company occurs.

                 SECTION 1.2.  Other Definitions.

<TABLE>
<CAPTION>
                                                                                            Defined in
                 Term                                                                        Section
                 ----                                                                       ----------
         <S>                                                                                <C>
         "Affiliate Transaction"  . . . . . . . . . . . . . . . . . . . . . . . . . . .      4.7
         "Agent Member" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2.1
         "Bankruptcy Law" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6.1
         "Blockage Notice"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     10.3
         "covenant defeasance option" . . . . . . . . . . . . . . . . . . . . . . . . .      8.1(b)
         "Custodian"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6.1
         "Definitive Securities"  . . . . . . . . . . . . . . . . . . . . . . . . . . .      2.1
         "Event of Default" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6.1
         "Global Security"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2.1(b)
         "legal defeasance option"  . . . . . . . . . . . . . . . . . . . . . . . . . .      8.1(b)
         "Non-Global Purchaser" . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2.1
         "Offer"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      4.6
         "pay the Securities" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     10.3
         "Paying Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2.3
         "Payment Blockage Period"  . . . . . . . . . . . . . . . . . . . . . . . . . .     10.3
         "Registrar"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2.3
         "Restricted Payment" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      4.4
         "Rule 144A"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2.1(b)
         "Successor Company"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      5.1
</TABLE>

                 SECTION 1.3.  Incorporation by Reference of Trust Indenture
Act.  This Indenture is subject to the mandatory provisions of the TIA which
are incorporated by reference in and made a part of this Indenture.  The
following TIA terms have the following meanings:

                 "Commission" means the SEC.

                 "indenture securities" means the Securities.
<PAGE>   28
                                                                              22




                 "indenture security holder" means a Securityholder.

                 "indenture to be qualified" means this Indenture.

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

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

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

                 SECTION 1.4.  Rules of Construction.  Unless the context
otherwise requires:

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

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

                 (3)      "or" is not exclusive;

                 (4)      "including" means including without limitation;

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

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

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

                 (8)      the principal amount of any Preferred Stock shall be
         (i) the maximum liquidation value of such Preferred Stock or (ii) the
         maximum mandatory redemption or mandatory repurchase price with
         respect to such Preferred Stock, whichever is greater.
<PAGE>   29
                                                                              23



                                   ARTICLE II

                                 The Securities

                 SECTION 2.1.  Form and Dating.  (a)  Initial Notes offered and
sold to the qualified institutional buyers (as defined in Rule 144A under the
Securities Act) in the United States of America ("Rule 144A Note") will be
issued on the Issue Date in the form of a permanent global note substantially
in the form set forth in Exhibit A hereto, which is hereby incorporated by
reference and made a part of this Indenture, deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided, with the applicable legends set forth in
Section 2.1(b) hereof (a "Rule 144A Global Note").  The Rule 144A Global Note
may be represented by more than one certificate, if so required by the
Depositary's rules regarding the maximum principal amount to be represented by
a single certificate.  The aggregate principal amount of the Rule 144A Global
Note may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depositary or its nominee, as
hereinafter provided.

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

                 Initial Notes resold to institutional "accredited investors"
(as defined in Rule 501(a)(1), (2), (3) and (7) under the Securities Act) in
the United States of America ("Institutional Accredited Investor Note") will be
issued in the form of a permanent global note substantially in the form set
forth in Exhibit A hereto, which is hereby incorporated by reference and made a
part of this Indenture, deposited with the Trustee, as custodian for the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided, with the applicable legends set forth in Section 2.1(b)
hereof (a "Institutional Accredited Investor Global Note").  The Institutional
Accredited Investor Global Note may be represented by more than one
certificate, if so required by the Depositary's rules regarding the maximum
principal amount to be represented by a single certificate.  The aggregate
principal amount of the Institutional Accredited Investor Global Note may from
time to time be increased or decreased by adjustments made on the records of
the Trustee as custodian for the Depositary or its nominee as hereinafter
provided.

                 Exchange Notes exchanged for interests in the Rule 144A Note,
the Regulation S Note and the Institutional Accredited Investor Note will be
issued in the form of a permanent global note substantially in the form set
forth in Exhibit B hereto, which is hereby incorporated by reference and made a
part of this Indenture, deposited with the Trustee, as custodian for the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter
<PAGE>   30
                                                                              24



provided, with the applicable legend set forth in Section 2.1(b) hereof (the
"Exchange Global Note").  The Exchange Global Note may be represented by more
than one certificate, if so required by the Depositary's rules regarding the
maximum principal amount to be represented by a single certificate.

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

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

                 (b)      Restrictive Legends.  Unless and until (i) an Initial
Note is sold under an effective registration statement or (ii) an Initial Note
is exchanged for an Exchange Note in connection with an effective registration
statement, in each case pursuant to the Registration Rights Agreement, the
Initial Notes shall bear the following legends (in the case of clauses (x) and
(y), a "Private Placement Legend"):

                 (x)      The Rule 144A Global Note and the Institutional
         Accredited Investor Global Note shall bear the following legend on the
         base thereof:

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

                 THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF 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 THE
                 COMPANY WAS
<PAGE>   31
                                                                              25



                 THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
                 SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
                 REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
                 THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
                 ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
                 ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
                 INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
                 SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
                 ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
                 GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
                 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
                 UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
                 SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR
                 WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER
                 THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
                 ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
                 ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A
                 MINIMUM PRINCIPAL AMOUNT OF $250,000 OF SUCH SECURITIES, FOR
                 INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR
                 SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
                 SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
                 FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
                 SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY
                 SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) AND
                 (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
                 CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
                 THEM, AND IN THE CASE OF THE FOREGOING CLAUSES (D) AND (E), A
                 CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER
                 SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
                 TRANSFEROR OR THE TRANSFEREE ON BEHALF OF THE TRANSFEROR TO
                 THE ISSUER AND THE TRUSTEE.  THIS LEGEND WILL BE REMOVED UPON
                 THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
                 TERMINATION DATE."

                 (y)      The Regulation S Global Note shall bear the following
         legend on the face thereof:

                 "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
                 SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                 AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
                 STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
                 EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
<PAGE>   32
                                                                              26



                 BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT
                 IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
                 OFFSHORE TRANSACTION, (2) BY ITS ACCEPTANCE HEREOF 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 THE
                 COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
                 SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
                 REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
                 THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
                 ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
                 ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
                 INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES
                 FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
                 INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
                 IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
                 AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
                 MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
                 INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF
                 SECTION 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT
                 THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE
                 ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH
                 CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF
                 $250,000 OF SUCH SECURITIES, FOR INVESTMENT PURPOSES AND NOT
                 WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
                 DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F)
                 PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
                 REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S
                 AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
                 TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) ABOVE TO REQUIRE
                 THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
                 OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN THE
                 CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER IN
                 THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
                 COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND
                 THE TRUSTEE.  THIS LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE
                 DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON
                 WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN
                 DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE DATE
<PAGE>   33
                                                                              27



                 OF THE CLOSING OF THE ORIGINAL OFFERING.  AS USED HEREIN, THE
                 TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S.
                 PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER
                 THE SECURITIES ACT."

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

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

                 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
                 TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO.
                 OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
                 TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED
                 TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
                 FORTH IN SECTIONS 2.1 AND 2.6 OF THE INDENTURE."

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

         (ii)  Each Global Security initially shall (i) be registered in the
name of the Depositary for such Global Security or the nominee of such
Depositary, (ii) be delivered to the Trustee as custodian for such Depositary
and (iii) bear legends as set forth in Section 2.1(b).

         (iii)   Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depositary or by the Trustee as the
custodian of the Depositary or under such Global Security, and the Depositary
may be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of such Global Security for all purposes
whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any
<PAGE>   34
                                                                              28



agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or
impair, as between the Depositary and its Agent Members, the operation of
customary practices of the Depositary governing the exercise of the rights of a
holder of a beneficial interest in any Global Security.

         (iv)    Transfers of a Global Security shall be limited to transfers
of such Global Security in whole, but not in part, to the Depositary, its
successors or their respective nominees.  Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and practices
of the Depositary and the provisions of Section 2.6.

                 (d)      Certificated Securities.  If required to do so
pursuant to any applicable law or regulation beneficial owners may obtain
Securities in definitive form ("Definitive Notes") in exchange for their
beneficial interests in a Global Security upon written request in accordance
with the Depositary's and the Registrar's procedures.  In addition, Definitive
Notes shall be transferred to all beneficial owners in exchange for their
beneficial interests in a Global Security if (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for such
Global Security or the Depositary ceases to be a clearing agency registered
under the Exchange Act, at a time when the Depositary is required to be so
registered in order to act as Depositary, and in each case a successor
depositary is not appointed by the Company within 90 days of such notice, or,
(ii) the Company executes and delivers to the Trustee and Registrar an
Officers' Certificate stating that such Global Security shall be so
exchangeable or (iii) an Event of Default has occurred and is continuing and
the Registrar has received a request from the Depositary.  Definitive
Securities will bear the applicable Private Placement Legend set forth in
Section 2.1(b) hereof unless removed in accordance with such Section.

                 (e)      Cancellation or Adjustment of Global Security.  At
such time as all beneficial interests in a Global Security have either been
exchanged for Definitive Securities, redeemed, repurchased or canceled, such
Global Security shall be returned to the Depositary for cancellation or
retained and canceled by the Trustee.  At any time prior to such cancellation,
if any beneficial interest in a Global Security is exchanged for Definitive
Securities, redeemed, repurchased or canceled, the principal amount of
Securities represented by such Global Security shall be reduced and an
endorsement shall be made on such Global Security by the Securities Custodian
to reflect such reduction, and the Company shall execute, and the Trustee shall
authenticate and deliver, one or more Definitive Notes of like tenor and
amount.

                 SECTION 2.2.  Execution and Authentication.  Two Officers
shall sign the Securities for the Company by manual or facsimile signature.  If
an Officer whose signature is on a Security no longer holds that office at the
time the Trustee authenticates the Security, the Security shall be valid
nevertheless.
<PAGE>   35
                                                                              29



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

                 The Trustee shall authenticate and make available for
delivery: (1) Initial Notes for original issue in an aggregate principal amount
of $100 million and (2) Exchange Notes for issue only in a Registered Exchange
Offer pursuant to the Registration Rights Agreement, and only in exchange for
Initial Notes of an equal principal amount, and (3) Private Exchange
Securities, and only in exchange for Initial Notes of an equal principal amount
pursuant to the Registration Rights Agreement in each case upon a written order
of the Company signed by two Officers or by an Officer and either an Assistant
Treasurer or an Assistant Secretary of the Company.  Such order shall specify
the amount of the Securities to be authenticated and the date on which the
original issue of Securities is to be authenticated and whether the Securities
are to be Initial Notes or Exchange Notes.  The aggregate principal amount of
Securities outstanding at any time may not exceed $100 million except as
provided in Section 2.7.

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

                 SECTION 2.3.  Registrar and Paying Agent.  The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent").  The Registrar
shall keep a register of the Securities and of their transfer and exchange.
The Company may have one or more co-registrars and one or more additional
paying agents.  The term "Paying Agent" includes any additional paying agent.

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

                 The Company initially appoints the Trustee as Registrar and
Paying Agent for the Securities.

                 SECTION 2.4.  Paying Agent To Hold Money in Trust.  By at
least 10:00 a.m (New York City time) on the date on which any principal of or
interest on any Security is due
<PAGE>   36
                                                                              30



and payable, the Company shall deposit with the Paying Agent a sum sufficient
to pay such principal or interest when due.  The Company shall require each
Paying Agent (other than the Trustee) to agree in writing that such Paying
Agent shall hold in trust for the benefit of Securityholders or the Trustee all
money held by such Paying Agent for the payment of principal of or interest on
the Securities and shall notify the Trustee of any default by the Company in
making any such payment.  If the Company or a Subsidiary acts as Paying Agent,
it shall segregate the money held by it as Paying Agent and hold it as a
separate trust fund.  The Company at any time may require a Paying Agent (other
than the Trustee) to pay all money held by it to the Trustee and to account for
any funds disbursed by such Paying Agent.  Upon complying with this Section,
the Paying Agent (if other than the Company or a Subsidiary) shall have no
further liability for the money delivered to the Trustee.  Upon any bankruptcy,
reorganization or similar proceeding with respect to the Company, the Trustee
shall serve as Paying Agent for the Securities.

                 SECTION 2.5.  Securityholder Lists.  The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Securityholders.  If the Trustee
is not the Registrar, the Company shall furnish to the Trustee, in writing at
least 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
Securityholders.

                 SECTION 2.6.  Transfer and Exchange.

                 (a)      Special Transfer Restrictions.  The following
provisions shall apply with respect to any proposed transfer of a Rule 144A
Note or an Institutional Accredited Investor Note prior to the expiration of
the Resale Restriction Termination Date (as defined in Section 2.1(b) hereof):

                      (i)         a transfer of a Rule 144A Note or an
         Institutional Accredited Investor Note or a beneficial interest
         therein to a QIB shall be made upon the representation of the
         transferee that it is purchasing the Security for its own account or
         an account with respect to which it exercises sole investment
         discretion and that it and any such account is a "qualified
         institutional buyer" within the meaning of Rule 144A under the
         Securities Act of 1933, as amended, and is aware that the sale to it
         is being made in reliance on Rule 144A and acknowledges that it has
         received such information regarding the Company as the undersigned has
         requested pursuant to Rule 144A or has determined not to request such
         information and that it is aware that the transferor is relying upon
         its foregoing representations in order to claim the exemption from
         registration provided by Rule 144A;

                      (ii)        a transfer of a Rule 144A Note or an
         Institutional Accredited Investor Note or a beneficial interest
         therein to an institutional accredited investor shall be made upon
         receipt by the Trustee or its agent of a certificate substantially in
         the form set forth in Exhibit C hereto from the proposed transferee
         and, if requested by the
<PAGE>   37
                                                                              31



         Company or the Trustee, the delivery of an opinion of counsel,
         certification and/or other information satisfactory to each of them;
         and

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

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

                        (i)         a transfer of a Regulation S Note or a
         beneficial interest therein to a QIB shall be made upon the
         representation of the transferee that it is purchasing the Security
         for its own account or an account with respect to which it exercises
         sole investment discretion and that it and any such account is a
         "qualified institutional buyer" within the meaning of Rule 144A under
         the Securities Act of 1933, as amended, and is aware that the sale to
         it is being made in reliance on Rule 144A and acknowledges that it has
         received such information regarding the Company as the undersigned has
         requested pursuant to Rule 144A or has determined not to request such
         information and that it is aware that the transferor is relying upon
         its foregoing representations in order to claim the exemption from
         registration provided by Rule 144A;

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

                      (iii)         a transfer of a Regulation S Note or a
         beneficial interest therein to a Non-U.S.  Person shall be made upon,
         if requested by the Company or the Trustee, receipt by the Trustee or
         its agent of an opinion of counsel, certification and/or other
         information satisfactory to each of them.

                 After the expiration of the Restricted Period, interests in
the Regulation S Note may be transferred without requiring certification set
forth in Exhibit C or any additional certification.

                 (c)      Restricted Securities Legend.  (i) Upon the transfer,
exchange or replacement of Securities not bearing the Private Placement Legend,
the Note Registrar shall
<PAGE>   38
                                                                              32



deliver Securities that do not bear the Private Placement Legend.  Upon the
transfer, exchange or replacement of Securities bearing the Private Placement
Legend, the Note Registrar shall deliver only Securities that bear the Private
Placement Legend unless there is delivered to the Note Registrar an Opinion of
Counsel reasonably satisfactory to the Company and the Trustee to the effect
that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act.

             (ii)         By its acceptance of any Security bearing the Private
Placement Legend, each Holder of such a Security acknowledges the restrictions
on transfer of such Security set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Security only as
provided in this Indenture.

                 (d)      Obligations with Respect to Transfers and Exchanges
         of Securities.  (i) To permit registrations of transfers and
         exchanges, the Company shall, subject to the other terms and
         conditions of this Article II, execute and the Trustee shall
         authenticate Definitive Securities and Global Securities at the
         Registrar's or co-registrar's request.

                      (ii)         No service charge shall be made to a Holder
         for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax,
         assessments, or similar governmental charge payable in connection
         therewith (other than any such transfer taxes or similar governmental
         charges payable upon exchange or transfer pursuant to Sections 4.6,
         4.8 or 9.5 or pursuant to paragraph 5 of the Securities).

                     (iii)         The Registrar or co-registrar shall not be
         required to register the transfer of or exchange of (a) any Definitive
         Security selected for redemption in whole or in part pursuant to
         Article III, except the unredeemed portion of any Definitive Security
         being redeemed in part, or (b) any Security for a period beginning (1)
         15 Business Days before the mailing of a notice of an offer to
         repurchase or redeem Securities and ending at the close of business on
         the day of such mailing or (2) 15 Business Days before an interest
         payment date and ending on such interest payment date.

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

                       (v)         All Securities issued upon any transfer or
         exchange pursuant to the terms of this Indenture shall evidence the
         same debt and shall be entitled to the
<PAGE>   39
                                                                              33



         same benefits under this Indenture as the Securities surrendered upon
         such transfer or exchange.

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

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

                 SECTION 2.7.  Replacement Securities.  If a mutilated Security
is surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements
of Section 8-405 of the Uniform Commercial Code are met and the Holder
satisfies any other reasonable requirements of the Trustee.  If required by the
Trustee or the Company, such Holder shall furnish an indemnity bond sufficient
in the judgment of the Company and the Trustee to protect the Company, the
Trustee, the Paying Agent, the Registrar and any co-registrar from any loss
which any of them may suffer if a Security is replaced.  The Company and the
Trustee may charge the Holder for their expenses in replacing a Security.
Every replacement Security is an additional obligation of the Company.

                 SECTION 2.8.  Outstanding Securities.  Securities outstanding
at any time are all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation and those described in
this Section as not outstanding.  A Security does not
<PAGE>   40
                                                                              34



cease to be outstanding because the Company or an Affiliate of the Company
holds the Security.

                 If a Security is replaced pursuant to Section 2.7, it ceases
to be outstanding unless the Trustee and the Company receive proof satisfactory
to them that the replaced Security is held by a bona fide purchaser.

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

                 SECTION 2.9.  Temporary Securities.  Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee
shall authenticate temporary Securities.  Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company considers appropriate for temporary Securities.  Without
unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities.  After the preparation of definitive
Securities, the temporary Securities shall be exchangeable for definitive
Securities upon surrender of the temporary Securities at any office or agency
maintained by the Company for that purpose and such exchange shall be without
charge to the Holder.  Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute, and the Trustee shall
authenticate and make available for delivery in exchange therefor, one or more
definitive Securities representing an equal principal amount of Securities.
Until so exchanged, the Holder of  temporary Securities shall in all respects
be entitled to the same benefits under this Indenture as a holder of Definitive
Securities.

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

                 SECTION 2.11.  Defaulted Interest.  If the Company defaults in
a payment of interest on the Securities, the Company shall pay defaulted
interest (plus interest on such defaulted interest to the extent lawful) in any
lawful manner.  The Company may pay the defaulted interest to the persons who
are Securityholders on a subsequent special record date.  The Company shall fix
or cause to be fixed (or upon the Company's failure to do so the Trustee shall
fix) any such special record date and payment date to the reasonable
satisfaction
<PAGE>   41
                                                                              35



of the Trustee which specified record date shall not be less than 10 days prior
to the payment date for such defaulted interest and shall promptly mail or
cause to be mailed to each Securityholder a notice that states the special
record date, the payment date and the amount of defaulted interest to be paid.
The Company shall notify the Trustee in writing of the amount of defaulted
interest proposed to be paid on each Security and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of
such defaulted interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when so
deposited to be held in trust for the benefit of the Person entitled to such
defaulted interest as provided in this Section.

                 SECTION 2.12.  CUSIP Numbers.  The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use) and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.


                                  ARTICLE III

                                   Redemption

                 SECTION 3.1.  Notices to Trustee.  If the Company elects to
redeem Securities pursuant to paragraph 5 of the Securities, it shall notify
the Trustee in writing of the redemption date and the principal amount of
Securities to be redeemed.

                 The Company shall give each notice to the Trustee provided for
in this Section at least 60 days before the redemption date unless the Trustee
consents to a shorter period.  Such notice shall be accompanied by an Officers'
Certificate from the Company to the effect that such redemption will comply
with the conditions herein.  If fewer than all the Securities are to be
redeemed, the record date relating to such redemption shall be selected by the
Company and set forth in the related notice given to the Trustee, which record
date shall be not less than 15 days after the date of such notice.

                 SECTION 3.2.  Selection of Securities To Be Redeemed.  (a) If
fewer than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by a method that complies with
applicable legal and securities exchange requirements, if any, and that the
Trustee considers fair and appropriate and in accordance with methods generally
used at the time of selection by fiduciaries in similar circumstances.  The
Trustee shall make the selection from outstanding Securities not previously
called for redemption.  The Trustee may select for redemption portions of the
principal of Securities that have denominations larger than $1,000.  Securities
and portions of them the Trustee selects
<PAGE>   42
                                                                              36



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

                 (b)  The Company will not be permitted to redeem the 1997
Securities unless, substantially concurrently with such redemption, the Company
redeems an aggregate principal amount of Securities (rounded to the nearest
integral multiple of $1,000) equal to the product of: (i) a fraction, the
numerator of which is the aggregate principal amount of 1997 Securities to be
so redeemed and the denominator of which is the aggregate principal amount of
1997 Securities outstanding immediately prior to such proposed redemption, and
(ii) the aggregate principal amount of Securities outstanding immediately prior
to such proposed redemption.

                 SECTION 3.3.  Notice of Redemption.  At least 30 days but not
more than 60 days before a date for redemption of Securities, the Company shall
mail a notice of redemption by first-class mail to each Holder of Securities to
be redeemed.

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

                 (1)      the redemption date;

                 (2)      the redemption price;

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

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

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

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

                 (7)      the CUSIP number, if any, printed on the Securities
         being redeemed; and

                 (8)      that no representation is made as to the correctness
         or accuracy of the CUSIP number, if any, listed in such notice or
         printed on the Securities.
<PAGE>   43
                                                                              37




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

                 SECTION 3.4.  Effect of Notice of Redemption.  Once notice of
redemption is mailed, Securities called for redemption become due and payable
on the redemption date and at the redemption price stated in the notice.  Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest to the redemption date;
provided that if the redemption date is after a regular record date and on or
prior to the interest payment date, the accrued interest shall be payable to
the Securityholder of the redeemed Securities registered on the relevant record
date.  Failure to give notice or any defect in the notice to any Holder shall
not affect the validity of the notice to any other Holder.

                 SECTION 3.5.  Deposit of Redemption Price.  By at least 10:00
a.m. (New York City time) on the date on which any principal of or interest on
any Security is due and payable, the Company shall deposit with the Paying
Agent (or, if the Company or a Subsidiary is the Paying Agent, shall segregate
and hold in trust) money sufficient to pay the redemption price of and accrued
interest on all Securities to be redeemed on that date other than Securities or
portions of Securities called for redemption which are owned by the Company or
a Subsidiary and have been delivered by the Company or such Subsidiary to the
Trustee for cancellation.

                 If the Company complies with the preceding paragraph, then,
unless the Company defaults in the payment of such redemption price, interest
on the Securities to be redeemed will cease to accrue on and after the
applicable redemption date, whether or not such Securities are presented for
payment.

                 SECTION 3.6.  Securities Redeemed in Part.  Upon surrender of
a Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in a principal amount to the unredeemed portion of the Security
surrendered.


                                   ARTICLE IV

                                   Covenants

                 SECTION 4.1.  Payment of Securities.  The Company shall
promptly pay the principal of and interest on the Securities on the dates and
in the manner provided in the Securities and in this Indenture.  Principal and
interest shall be considered paid on the date due if on such date the Trustee
or the Paying Agent holds in accordance with this Indenture money sufficient to
pay all principal and interest then due and the Trustee or the Paying Agent, as
the case may be, is not prohibited from paying such money to the
Securityholders on that date pursuant to the terms of this Indenture.
<PAGE>   44
                                                                              38




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

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

                 SECTION 4.2.  SEC Reports.  So long as any of the Securities
are outstanding, the Company will provide to the Holders and file with the
Commission, to the extent such submissions are accepted for filing by the
Commission, copies of the annual reports and of the information, documents and
other reports that the Company would have been required to file with the
Commission pursuant to Sections 13 or 15(d) of the Exchange Act regardless of
whether the Company is then obligated to file such reports within 15 days after
it would have been required to file such reports with the SEC.  Upon
qualification of this Indenture under the TIA, the Company shall also comply
with the other provisions of TIA 314(a).

                 SECTION 4.3.  Limitation on Indebtedness.  (a)     The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, Incur
any Indebtedness; provided, however, that the Company and any of its Restricted
Subsidiaries may Incur Indebtedness if on the date thereof the Consolidated
Coverage Ratio would be greater than 2.00:1.00, if such Indebtedness is
Incurred on or prior to December 31, 1999, and 2.25:1.00, if such Indebtedness
is Incurred thereafter.

                 (b)      Notwithstanding Section 4.3(a), the Company and its
Restricted Subsidiaries may Incur the following Indebtedness: (i) Indebtedness
Incurred pursuant to (A) the Credit Agreement (including, without limitation,
any renewal, extension, refunding, restructuring, replacement or refinancing
thereof referred to in clause (ii) of the definition thereof) or (B) any other
agreements or indentures governing Senior Indebtedness; provided, however, that
the aggregate principal amount of all Indebtedness Incurred pursuant to this
clause (i) from the date of the 1997 Indenture does not exceed $710 million at
any time outstanding, less the aggregate principal amount thereof repaid with
the net proceeds of Asset Dispositions (to the extent, in the case of a
repayment of revolving credit Indebtedness, the commitment to advance the loans
repaid has been terminated); (ii) Indebtedness represented by Capitalized Lease
Obligations, mortgage financings or purchase money obligations, in each case
Incurred for the purpose of financing all or any part of the purchase price or
cost of construction or improvement of property used in a Related Business or
Incurred to Refinance any such purchase price or cost of construction or
improvement, in each case Incurred no later than 365 days after the date of
such acquisition or the date of completion of such construction or improvement;
provided, however, that the principal amount of any Indebtedness Incurred
pursuant to this Section 4.3(b)(ii) from the date of the 1997 Indenture shall
not exceed $25.0 million at any time outstanding; (iii) Permitted Indebtedness;
and (iv) Indebtedness (other than Indebtedness described in clauses (i) -
(iii)) in a principal amount which, when taken together
<PAGE>   45
                                                                              39



with the principal amount of all other Indebtedness Incurred pursuant to this
Section 4.3(b)(iv) from the date of the 1997 Indenture and then outstanding,
will not exceed $75.0 million (it being understood that any Indebtedness
Incurred under this Section 4.3(b)(iv) shall cease to be deemed Incurred or
outstanding for purposes of this Section 4.3(b)(iv) (but shall be deemed to be
Incurred for purposes of Section 4.3(a)) from and after the first date on which
the Company or its Restricted Subsidiaries could have Incurred such
Indebtedness under Section 4.3(a) without reliance upon this Section
4.3(b)(iv)).

                 (c)      The Company shall not Incur any Secured Indebtedness
which is not Senior Indebtedness unless contemporaneously therewith effective
provision is made to secure the Securities equally and ratably with such
Secured Indebtedness for so long as such Secured Indebtedness is secured by a
Lien.

                 (d)      The Company shall not permit any Unrestricted
Subsidiary to Incur any Indebtedness other than Non-Recourse Debt; provided,
however, if any such Indebtedness ceases to be Non-Recourse Debt, such event
shall be deemed to constitute an Incurrence of Indebtedness by the Company or a
Restricted Subsidiary.

                 (e)      The Company shall not Incur any Indebtedness if such
Indebtedness is subordinate or junior in right of payment to any Senior
Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is
contractually subordinated in right of payment to Senior Subordinated
Indebtedness.

                 (f)      For purposes of determining compliance with any U.S.
dollar-denominated restriction on the Incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in a foreign
currency shall be calculated based on the relevant currency exchange rate in
effect on the date such Indebtedness was Incurred, in the case of term debt, or
first committed, in the case of revolving credit debt; provided that (x) the
U.S.  dollar-equivalent principal amount of any such Indebtedness outstanding
or committed on the 1997 Security Issue Date shall be calculated based on the
relevant currency exchange rate in effect on March 31, 1997, and (y) if such
Indebtedness is Incurred to refinance other indebtedness denominated in a
foreign currency, and such refinancing would cause the applicable U.S.
dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such U.S.
dollar-denominated restriction shall be deemed not to have been exceeded so
long as the principal amount of such refinancing Indebtedness does not exceed
the principal amount of such Indebtedness being refinanced.  The principal
amount of any Indebtedness incurred to refinance other Indebtedness, if
incurred in a different currency from the Indebtedness being refinanced, shall
be calculated based on the currency exchange rate applicable to the currencies
in which such respective Indebtedness is denominated that is in effect on the
date of such refinancing.

                 SECTION 4.4.  Limitation on Restricted Payments.  (a) The
Company shall not, and shall not permit any of its Restricted Subsidiaries,
directly or indirectly, to (i) declare or pay any dividend or make any
distribution on or in respect of its Capital Stock (including
<PAGE>   46
                                                                              40



any payment in connection with any merger or consolidation involving the
Company or any of its Restricted Subsidiaries) except (A) dividends or
distributions payable in its Capital Stock (other than Disqualified Stock) or
in options, warrants or other rights to purchase such Capital Stock (other than
Disqualified Stock), and (B) dividends or distributions payable to the Company
or a Restricted Subsidiary of the Company (and, if such Restricted Subsidiary
is not a Wholly-Owned Subsidiary, to its other holders of Capital Stock on a
pro rata basis), (ii) purchase, redeem, retire or otherwise acquire for value
any Capital Stock of the Company held by Persons other than a Restricted
Subsidiary of the Company or any Capital Stock of a Restricted Subsidiary of
the Company held by Persons other than the Company or another Restricted
Subsidiary of the Company (in either case, other than in exchange for its
Capital Stock (other than Disqualified Stock) or to the extent that after
giving effect to such purchase, redemption, retirement or acquisition, such
Restricted Subsidiary would become a Wholly Owned Subsidiary), (iii) purchase,
repurchase, redeem, defease or otherwise acquire or retire for value, prior to
scheduled maturity, scheduled repayment or scheduled sinking fund payment, any
Subordinated Indebtedness (other than the purchase, repurchase or other
acquisition of Subordinated Indebtedness purchased in anticipation of
satisfying a sinking fund obligation, principal installment or final maturity,
in each case due within one year of the date of purchase, repurchase or
acquisition) or (iv) make any Investment (other than a Permitted Investment) in
any Person (any such dividend, distribution, purchase, redemption, repurchase,
defeasance, other acquisition, retirement or Investment being herein referred
to in clauses (i) through (iv) as a "Restricted Payment"), if at the time the
Company or such Restricted Subsidiary makes such Restricted Payment: (1) a
Default shall have occurred and be continuing (or would result therefrom); or
(2) the Company is not able to incur an additional $1.00 of Indebtedness
pursuant to Section 4.3(a); or (3) the aggregate amount of such Restricted
Payment and all other Restricted Payments declared or made subsequent to the
1997 Security Issue Date would exceed the sum of: (A) 50% of the Consolidated
Net Income accrued during the period (treated as one accounting period) from
the 1997 Security Issue Date to the end of the most recent fiscal quarter
ending prior to the date of such Restricted Payment as to which financial
results are available (or, in case such Consolidated Net Income shall be a
deficit, minus 100% of such deficit); (B) the aggregate net proceeds received
by the Company from the issue or sale of its Capital Stock (other than
Disqualified Stock) or other capital contributions subsequent to the 1997
Security Issue Date (other than net proceeds received from an issuance or sale
of such Capital Stock to a Subsidiary of the Company or an employee stock
ownership plan or similar trust); provided, however, that the value of any
non-cash net proceeds (which in each case shall be assets of the type used in a
Related Business or Capital Stock of a Person engaged in a Related Business)
shall be as determined by the Board of Directors in good faith, except that in
the event the value of any non cash net proceeds shall be $25 million or more,
the value shall be as determined in writing by an independent investment
banking firm of nationally recognized standing; (C) the aggregate Net Cash
Proceeds received by the Company from the issue or sale of its Capital Stock
(other than Disqualified Stock) to an employee stock ownership plan or similar
trust subsequent to the 1997 Security Issue Date; provided, however, that if
such plan or trust Incurs any Indebtedness owed to or Guaranteed by the Company
or any of its Restricted Subsidiaries to finance the acquisition of such
Capital Stock, such aggregate amount shall be limited to such Net Cash Proceeds
less such
<PAGE>   47
                                                                              41



Indebtedness Incurred to or Guaranteed by the Company or any of its Restricted
Subsidiaries and any increase in the Consolidated Net Worth of the Company
resulting from principal repayments made by such plan or trust with respect to
Indebtedness Incurred by it to finance the purchase of such Capital Stock; (D)
the amount by which Indebtedness of the Company is reduced on the Company's
balance sheet upon the conversion or exchange (other than by a Restricted
Subsidiary of the Company) subsequent to the 1997 Security Issue Date of any
Indebtedness of the Company for Capital Stock (other than Disqualified Stock)
of the Company (less the amount of any cash, or other property, distributed by
the Company upon such conversion or exchange); (E) the amount equal to the net
reduction in Investments since the 1997 Security Issue Date (other than
Permitted Investments) made by the Company or any of its Restricted
Subsidiaries in any Person resulting from (i) repurchases or redemptions of
such Investments by such Person, proceeds realized upon the sale of such
Investment to an unaffiliated purchaser, and repayments of loans or advances or
other transfers of assets by such Person to the Company or any Restricted
Subsidiary of the Company or (ii) the redesignation of Unrestricted
Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the
definition of "Investment") not to exceed, in the case of any Unrestricted
Subsidiary, the amount of Investments previously made by the Company or any
Restricted Subsidiary in such Unrestricted Subsidiary, which amount was
included in the calculation of the amount of Restricted Payments; provided,
however, that no amount shall be included under this clause (E) of this Section
4.4(a) to the extent it is already included in Consolidated Net Income; (F) the
aggregate Net Cash Proceeds received by a Person in consideration for the
issuance of such Person's Capital Stock (other than Disqualified Stock) which
are held by such Person at the time such Person is merged with and into the
Company in accordance with Section 5.1 subsequent to the 1997 Security Issue
Date; provided, however, that concurrently with or immediately following such
merger the Company uses an amount equal to such Net Cash Proceeds to redeem or
repurchase the Company's Capital Stock; and (G) $5 million since the 1997
Security Issue Date.

                 (b)      The provisions of Section 4.4(a) shall not prohibit:
(i) any purchase or redemption of Capital Stock or Subordinated Indebtedness of
the Company made by exchange for, or out of the proceeds of the substantially
concurrent sale of, Capital Stock of the Company (other than Disqualified Stock
and other than Capital Stock issued or sold to a Subsidiary or an employee
stock ownership plan or similar trust); provided, however, that (A) such
purchase or redemption shall be excluded in the calculation of the amount of
Restricted Payments and (B) the Net Cash Proceeds from such sale shall be
excluded from clause (3) (B) of Section 4.4(a); (ii) any purchase or redemption
of Subordinated Indebtedness of the Company made by exchange for, or out of the
proceeds of the substantially concurrent sale of, Subordinated Indebtedness of
the Company; provided, however, that such purchase or redemption shall be
excluded in the calculation of the amount of Restricted Payments; (iii) any
purchase or redemption of Subordinated Indebtedness from Net Available Cash to
the extent permitted under Section 4.6; provided, however, that such purchase
or redemption shall be excluded in the calculation of the amount of Restricted
Payments; (iv) dividends paid within 60 days after the date of declaration if
at such date of declaration such dividend would have complied with the
requirements of Section 4.4(a); (v) payments of dividends on the
<PAGE>   48
                                                                              42



Company's common stock (or payments to Holding to pay dividends on its common
stock) after an initial public offering of common stock of the Company or of
Holding, as the case may be, in an annual amount not to exceed 6% of the gross
proceeds (before deducting underwriting discounts and commissions and other
fees and expenses of the offering) received by the Company from shares of
common stock sold for the account of the Company (and not for the account of
any stockholder) in such initial public offering or, in the case of an initial
public offering by Holding, 6% per annum of the amount contributed to the
common or non-redeemable preferred equity of the Company by Holding from the
Net Cash Proceeds of an initial public offering of common stock by Holding;
(vi) payments by the Company to repurchase (or to enable Holding to repurchase)
Capital Stock or other securities of the Company or Holding from members of
management of the Company in an aggregate amount not to exceed $15 million
since the 1997 Security Issue Date; (vii) payments to enable the Company to
redeem or repurchase (or to enable Holding to repurchase) stock purchase or
similar rights granted by the Company or Holding with respect to its Capital
Stock in an aggregate amount not to exceed $1 million since the 1997 Security
Issue Date; (viii) payments, not to exceed $200,000 in the aggregate since the
1997 Security Issue Date, to enable the Company or Holding to make cash
payments to holders of its Capital Stock in lieu of the issuance of fractional
shares of its Capital Stock; (ix) payments made pursuant to any merger,
consolidation or sale of assets effected in accordance with Section 5.1;
provided, however, that no such payment may be made pursuant to this clause
(ix) unless, after giving effect to such transaction (and the incurrence of any
Indebtedness in connection therewith and the use of the proceeds thereof), the
Company would be able to Incur $1.00 of additional Indebtedness (other than
Permitted Indebtedness) in compliance with Section 4.3 such that, after
Incurring that $1.00 of additional Indebtedness, the Consolidated Coverage
Ratio would be greater than 3.5:1.00; and (x) payments by the Company to fund
(A) out of pocket expenses of Holding for administrative, legal and accounting
services provided by third parties, or to pay franchise fees and similar costs,
but not to exceed an aggregate amount of $1 million per annum, and (B) taxes of
Holding; provided, however, that in the case of clauses (v), (vi), (vii),
(viii) and (ix) no Default or Event of Default shall have occurred or be
continuing at the time of such payment or as a result thereof; provided
further, however, that for purposes of determining the aggregate amount
expended for Restricted Payments in accordance with clause (3) of Section
4.4(a), only the amounts expended under clauses (iv) through (ix) shall be
included.

                 SECTION 4.5.  Limitation on Restrictions on Distributions from
Restricted Subsidiaries.  The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, create or permit to exist or become effective
any consensual encumbrance or restriction on the ability of any such Restricted
Subsidiary to (i) pay dividends or make any other distributions on its Capital
Stock or pay any Indebtedness or other obligation owed to the Company, (ii)
make any loans or advances to the Company or (iii) transfer any of its property
or assets to the Company; except: (a) any encumbrance or restriction pursuant
to an agreement in effect at or entered into on the 1997 Security Issue Date,
including the Credit Agreement; (b) any encumbrance or restriction with respect
to such a Restricted Subsidiary pursuant to an agreement relating to any
Indebtedness or Preferred Stock issued by such Restricted Subsidiary on or
prior to the date on which such Restricted Subsidiary was acquired by the
Company and
<PAGE>   49
                                                                              43



outstanding on such date (other than Indebtedness or Preferred Stock issued as
consideration in, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a Restricted
Subsidiary of the Company or was acquired by the Company); (c) any encumbrance
or restriction with respect to such a Restricted Subsidiary pursuant to an
agreement evidencing Indebtedness Incurred without violation of this Indenture
or effecting a refinancing of Indebtedness issued pursuant to an agreement
referred to in clauses (a) or (b) or this clause (c) or contained in any
amendment to an agreement referred to in clauses (a) or (b) or this clause (c);
provided, however, that the encumbrances and restrictions with respect to such
Restricted Subsidiary contained in any of such agreement, refinancing agreement
or amendment, taken as a whole, are not materially less favorable to the
Holders, as determined in good faith by the senior management of the Company or
Board of Directors, than encumbrances and restrictions with respect to such
Restricted Subsidiary contained in agreements in effect at, or entered into on,
the 1997 Security Issue Date; (d) in the case of clause (iii) of this Section
4.5, any encumbrance or restriction (A) that restricts in a customary manner
the subletting, assignment or transfer of any property or asset that is a
lease, license, conveyance or contract or similar property or asset, (B) by
virtue of any transfer of, agreement to transfer, option or right with respect
to, or Lien on, any property or assets of the Company or any Restricted
Subsidiary not otherwise prohibited by this Indenture, (C) that is included in
a licensing agreement to the extent such restrictions limit the transfer of the
property subject to such licensing agreement or (D) arising or agreed to in the
ordinary course of business and that does not, individually or in the
aggregate, detract from the value of property or assets of the Company or any
of its Subsidiaries in any manner material to the Company or any such
Restricted Subsidiary as determined in good faith by senior management of the
Company; (e) in the case of clause (iii) of this Section 4.5, restrictions
contained in security agreements, mortgages or similar documents securing
Indebtedness of a Restricted Subsidiary to the extent such restrictions
restrict the transfer of the property subject to such security agreements; (f)
any restriction with respect to such a Restricted Subsidiary imposed pursuant
to an agreement entered into for the sale or disposition of all or
substantially all the Capital Stock or assets of such Restricted Subsidiary
pending the closing of such sale or disposition; (g) encumbrances or
restrictions with respect to Indebtedness of Foreign Subsidiaries; provided
that (i) such encumbrances or restrictions do not limit in any manner the
ability of the Restricted Subsidiaries of the Company in existence on the 1997
Security Issue Date from performing any of the acts referred to in clauses (i)
through (iii) of this Section 4.5 and (ii) the aggregate principal amount of
the Indebtedness of the Foreign Subsidiaries of the Company which includes such
an encumbrance or restriction does not exceed $50.0 million; and (h)
encumbrances or restrictions arising or existing by reason of applicable law.

                 SECTION 4.6.  Limitation on Sales of Assets and Subsidiary
Stock.  (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any Asset Disposition unless (i) the Company or such
Restricted Subsidiary receives consideration at the time of such Asset
Disposition at least equal to the fair market value, as determined in good
faith by the Company's senior management or the Board of Directors (including
as to the value of all non-cash consideration), of the shares and assets
subject to such Asset Disposition, (ii) at
<PAGE>   50
                                                                              44



least 75% of the consideration thereof received by the Company or such
Restricted Subsidiary is in the form of cash or cash equivalents and (iii) an
amount equal to 100% of the Net Available Cash from such Asset Disposition is
applied by the Company (or such Restricted Subsidiary, as the case may be) (A)
first, to the extent the Company or any Restricted Subsidiary elects (or is
required by the terms of any Senior Indebtedness), to prepay, repay or purchase
(x) Senior Indebtedness or (y) Indebtedness (other than Preferred Stock) of a
Wholly-Owned Subsidiary (in each case other than Indebtedness owed to the
Company) within 180 days from the later of the date of such Asset Disposition
or the receipt of such Net Available Cash; (B) second, within one year from the
receipt of such Net Available Cash, to the extent of the balance of such Net
Available Cash after application in accordance with clause (A), at the
Company's election either (x) to the investment in or acquisition of Additional
Assets or (y) to prepay, repay or purchase (1) Senior Indebtedness or (2)
Indebtedness (other than Preferred Stock) of a Wholly-Owned Subsidiary (in each
case other than Indebtedness owed to the Company); and (C) third, within 45
days after the later of the application of Net Available Cash in accordance
with clauses (A) and (B) and the date that is one year from the receipt of such
Net Available Cash, to the extent of the balance of such Net Available Cash
after application in accordance with clauses (A) and (B), to make an offer to
purchase Securities, 1997 Securities and other Senior Subordinated
Indebtedness, to the extent required pursuant to the terms thereof, pro rata at
100% of the tendered principal amount thereof (or 100% of the accreted value of
such other Senior Subordinated Indebtedness so tendered, if such Senior
Subordinated Indebtedness was issued at a discount) plus accrued and unpaid
interest, if any, thereon to the date of purchase.  The balance of such Net
Available Cash after application in accordance with clauses (A), (B) and (C)
may be used by the Company in any manner not otherwise prohibited under this
Indenture or the 1997 Indenture.  Notwithstanding anything herein to the
contrary, in connection with any prepayment, repayment or purchase of
Indebtedness pursuant to clause (A), (B) or (C) above, the Company or such
Restricted Subsidiary shall retire such Indebtedness and shall cause the
related loan commitment (if any) to be permanently reduced in an amount equal
to the principal amount so prepaid, repaid or purchased.  Notwithstanding the
foregoing provisions, the Company and its Restricted Subsidiaries shall not be
required to apply any Net Available Cash in accordance herewith except to the
extent that the aggregate Net Available Cash from all Asset Dispositions since
the 1997 Security Issue Date which are not applied in accordance with this
Section 4.6 at any time exceed $15 million.  The Company shall not be required
to make an offer for Securities or 1997 Securities pursuant to this Section 4.6
if the Net Available Cash available therefor (after application of the proceeds
as provided in clauses (A) and (B)) is less than $25 million for any particular
Asset Disposition (which lesser amounts shall be carried forward for purposes
of determining whether an offer is required with respect to the Net Available
Cash from any subsequent Asset Disposition).

                 For the purposes of this Section 4.6, the following will be
deemed to be cash: (x) the assumption by the transferee of Senior Indebtedness
of the Company or Indebtedness of any Restricted Subsidiary of the Company and
the release of the Company or such Restricted Subsidiary from all liability on
such Senior Indebtedness or Indebtedness in connection with such Asset
Disposition (in which case the Company shall, without further action, be deemed
to
<PAGE>   51
                                                                              45



have applied such assumed Indebtedness in accordance with clause (A) of the
preceding paragraph) and (y) securities received by the Company or any
Restricted Subsidiary of the Company from the transferee that are promptly
converted by the Company or such Restricted Subsidiary into cash.

                 Notwithstanding the foregoing, the Company and its Restricted
Subsidiaries shall be permitted to consummate an Asset Swap if (i) immediately
after giving effect to such Asset Swap, no Default or Event of Default shall
have occurred or be continuing, (ii) in the event such Asset Swap involves an
aggregate amount in excess of $10 million, the terms of such Asset Swap have
been approved by a majority of the members of the Board of Directors, and (iii)
in the event such Asset Swap involves an aggregate amount in excess of $50
million, the Company has received a written opinion from an independent
investment banking firm of nationally recognized standing that such Asset Swap
is fair to the Company or such Restricted Subsidiary, as the case may be, from
a financial point of view.

                 (b)      In the event of an Asset Disposition that requires
the purchase of Securities pursuant to Section 4.6(a)(iii)(C) and/or the 1997
Securities pursuant to the 1997 Indenture, the Company will be required to
purchase Securities and/or the 1997 Securities tendered pursuant to an offer by
the Company for the Securities and/or the 1997 Securities (the "Offer") at a
purchase price of 100% of their principal amount plus accrued and unpaid
interest, if any, to the purchase date in accordance with the procedures
(including prorating in the event of oversubscription as well as proration
required as a result of tenders of other Senior Subordinated Indebtedness) set
forth in Section 4.6(c) and the 1997 Indenture.  If the aggregate purchase
price of the Securities and/or the 1997 Securities tendered pursuant to the
Offer is less than the Net Available Cash allotted to the purchase of the
Securities, the Company may use the remaining Net Available Cash for any
purpose not prohibited by this Indenture and the 1997 Indenture.  Upon the
consummation of the purchase of Securities and/or 1997 Securities properly
tendered in response to such offer to purchase, the amount of Net Available
Cash subject to future offers to purchase shall be deemed to be reset to zero.

                 (c)  (1)  Promptly, and in any event within 10 days after the
Company is required to make an Offer, the Company shall deliver to the Trustee
and send, by first-class mail to each Holder, a written notice stating that the
Holder may elect to have his Securities purchased by the Company either in
whole or in part (subject to prorating as hereinafter described in the event
the Offer is oversubscribed) in integral multiples of $1,000 of principal
amount, at the applicable purchase price.  The notice shall specify a purchase
date not less than 30 days nor more than 60 days after the date of such notice
(the "Purchase Date").

                 (2)  Not later than the date upon which such written notice of
an Offer is delivered to the Trustee and the Holders, the Company shall deliver
to the Trustee an Officers' Certificate setting forth (i) the amount of the
Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash from
the Asset Dispositions as a result of which such Offer is being made and (iii)
the compliance of such allocation with the provisions of Section 4.6(a).  Upon
the expiration of the period (the "Offer Period") for which the Offer remains
open, the
<PAGE>   52
                                                                              46



Company shall deliver to the Trustee for cancellation the Securities or
portions thereof which have been properly tendered to and are to be accepted by
the Company.  The Trustee shall, on the Purchase Date, mail or deliver payment
to each tendering Holder in the amount of the purchase price of the Securities
tendered by such Holder to the extent such funds are available to the Trustee.

                 (3)  Holders electing to have a Security purchased will be
required to surrender the Security, with an appropriate form duly completed, to
the Company at the address specified in the notice prior to the expiration of
the Offer Period.  Each Holder will be entitled to withdraw its election if the
Trustee or the Company receives, not later than one Business Day prior to the
expiration of the Offer Period, a telegram, telex, facsimile transmission or
letter from such Holder setting forth the name of such Holder, the principal
amount of the Security or Securities which were delivered for purchase by such
Holder and a statement that such Holder is withdrawing his election to have
such Security or Securities purchased.  If at the expiration of the Offer
Period the aggregate principal amount of Securities surrendered by Holders
exceeds the Offer Amount, the Company shall select the Securities to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Securities in denominations of $1,000,
or integral multiples thereof, shall be purchased).  Holders whose Securities
are purchased only in part will be issued new Securities equal in principal
amount to the unpurchased portion of the Securities surrendered.

                 (d)      The Company will comply, to the extent applicable,
with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with the repurchase of Securities
pursuant to this Section 4.6.  To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 4.6,
the Company will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under this Indenture by
virtue thereof.

                 SECTION 4.7.  Limitation on Affiliate Transactions.  (a) The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into or conduct any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any
service) with any Affiliate of the Company other than a Wholly-Owned Subsidiary
(an "Affiliate Transaction") unless: (i) the terms of such Affiliate
Transaction are no less favorable to the Company or such Restricted Subsidiary,
as the case may be, than those that could be obtained at the time of such
transaction in arm's-length dealings with a Person who is not such an
Affiliate; (ii) in the event such Affiliate Transaction involves an aggregate
amount in excess of $5 million, the terms of such transaction have been
approved by a majority of the members of the Board of Directors and by a
majority of the disinterested members of such Board of Directors, if any (and
such majority or majorities, as the case may be, determines that such Affiliate
Transaction satisfies the criteria in clause (i) above); and (iii) in the event
such Affiliate Transaction involves an aggregate amount in excess of $15
million, the Company has received a written opinion from an independent
investment banking firm of nationally recognized standing that such Affiliate
Transaction is fair to the Company or such Restricted Subsidiary, as the case
may be, from a financial point of view.
<PAGE>   53
                                                                              47




         (b)     The provisions of Section 4.7(a) shall not prohibit (i) any
Restricted Payment permitted to be made pursuant to Section 4.4, (ii) any
issuance of securities, or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment arrangements, stock
options and stock ownership plans approved by the Board of Directors, (iii)
loans or advances to employees in the ordinary course of business of the
Company or any of its Restricted Subsidiaries, (iv) any transaction between
Wholly-Owned Subsidiaries, (v) indemnification agreements with, and the payment
of fees and indemnities to, directors, officers and employees of the Company
and its Restricted Subsidiaries, in each case in the ordinary course of
business, (vi) transactions pursuant to agreements as in existence on the 1997
Security Issue Date, (vii) any employment, non-competition or confidentiality
agreements entered into by the Company or any of its Restricted Subsidiaries
with its employees in the ordinary course of business, (viii) the issuance of
Capital Stock of the Company (other than Disqualified Stock), (ix) any
obligations of the Company pursuant to the Monitoring and Oversight Agreement
and the Financial Advisory Agreement, and (x) transactions pursuant to supply
or similar agreements entered into in the ordinary course of business on
customary terms that are not less favorable to the Company than those that
would have been obtained in a comparable transaction with an unrelated Person,
as determined in good faith by senior management of the Company.

                 SECTION 4.8.  Change of Control.  (a)  Upon the occurrence of
a Change of Control, each Holder shall have the right to require that the
Company repurchase all or any part of such Holder's Securities at a purchase
price in cash equal to 101% of the principal amount thereof plus accrued and
unpaid interest, if any, to the date of purchase (subject to the right of
Holders of record on the relevant record date to receive accrued and unpaid
interest on the relevant interest payment date in respect of the then
outstanding Securities), such repurchase to be made in accordance with Section
4.8(b).

                 (b)      Within 30 days following any Change of Control,
unless the Company has mailed a redemption notice with respect to all the
outstanding Securities in connection with such Change of Control, the Company
shall mail a notice to each Holder with a copy to the Trustee stating:

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

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

                 (3)  the procedures determined by the Company, consistent with
         this Section, that a Holder must follow in order to have its
         Securities purchased.
<PAGE>   54
                                                                              48




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

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

                 (e)      The Company shall comply, to the extent applicable,
with the requirements of Section 14(e) of the Exchange Act and any other
securities laws or regulations in connection with the repurchase of Securities
pursuant to this Section 4.8.  To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 4.8,
the Company shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations under this Indenture
by virtue thereof.

                 SECTION 4.9.  Limitation on Capital Stock of Restricted
Subsidiaries.  The Company will not permit any of its Restricted Subsidiaries
to issue any Capital Stock (other than Preferred Stock) to any Person (other
than to the Company or a Wholly-Owned Subsidiary) or permit any Person (other
than the Company or a Wholly-Owned Subsidiary) to own any Capital Stock (other
than Preferred Stock) of a Restricted Subsidiary of the Company, if in either
case as a result thereof such Restricted Subsidiary would no longer be a
Restricted Subsidiary of the Company; provided, however, that this Section  4.9
shall not prohibit (x) the Company or any of its Restricted Subsidiaries from
selling, leasing or otherwise disposing of all of the Capital Stock of any
Restricted Subsidiary or (y) the designation of a Restricted Subsidiary as an
Unrestricted Subsidiary in compliance with this Indenture.

                 SECTION 4.10.  Maintenance of Office or Agency.  The Company
will maintain in The City of New York, an office or agency where the Securities
may be presented or surrendered for payment, where, if applicable, the
Securities may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served.  The corporate trust office of the Trustee,
which initially shall be located at c/o The Bank of New York, 101 Barclay
Street, Floor 21 West, New York, New York, Attention: Corporate Trust
Administration (the "Corporate Trust Office") shall be such office or agency of
the Company, unless the Company shall designate and maintain some other office
or agency for one or more of such purposes.  The Company will give prompt
written notice to the Trustee of any change in the location of any such office
or agency.  If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust
<PAGE>   55
                                                                              49



Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

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

                 SECTION 4.11.  Money for Security Payments to Be Held in
Trust.  If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of (or premium, if any) or interest
on any of the Securities, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal of (or premium,
if any) or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly notify
the Trustee of its action or failure to so act.

                 Whenever the Company shall have one or more Paying Agents for
the Securities, it will, on or before each due date of the principal of (or
premium, if any) or interest on any Securities, deposit with a Paying Agent a
sum in same day funds (or New York Clearing House funds if such deposit is made
prior to the date on which such deposit is required to be made) that shall be
available to the Trustee by 11:00 a.m. New York City time on such due date
sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of such action or any
failure to so act.

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

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

                    (b)   give the Trustee notice of any default by the Company
         (or any other obligor upon the Securities) in the making of any
         payment of principal (and premium, if any) or interest; and
<PAGE>   56
                                                                              50




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

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

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

                 SECTION 4.12.  Corporate Existence.  Subject to Article V, the
Company will do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence and that of each Restricted
Subsidiary and the corporate rights (charter and statutory) licenses and
franchises of the Company and each Restricted Subsidiary; provided, however,
that the Company shall not be required to preserve any such existence (except
the Company) right, license or franchise if the Board of Directors of the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and each of its Restricted
Subsidiaries, taken as a whole, and that the loss thereof is not, and will not
be, disadvantageous in any material respect to the Holders.

                 SECTION 4.13.  Payment of Taxes and Other Claims.  The Company
will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (i) all material taxes, assessments and governmental charges
levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary and (ii) all lawful claims
for labor, materials and supplies, which, if unpaid, might by law become a
material liability or lien upon the property of the Company or any Restricted
Subsidiary; provided, however, that the Company shall not be required to pay or
discharge or cause to be
<PAGE>   57
                                                                              51



paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and for which appropriate reserves, if necessary (in the good faith
judgment of management of the Company) are being maintained in accordance with
GAAP.

                 SECTION 4.14.  Compliance with Laws.  The Company shall
comply, and shall cause each of its Restricted Subsidiaries to comply, with all
applicable statutes, rules, regulations, orders and restrictions of the United
States of America, all states and municipalities thereof, and of any
governmental regulatory authority, in respect of the conduct of their
respective businesses and the ownership of their respective properties, except
for such noncompliances as would not in the aggregate have a material adverse
effect on the financial condition or results of operations of the Company and
its Restricted Subsidiaries, taken as a whole.

                 SECTION 4.15.  Compliance Certificate.  The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company an Officers' Certificate stating that in the course of the performance
by the signers of their duties as Officers of the Company they would normally
have knowledge of any Default or Event of Default and whether or not the
signers know of any Default or Event of Default that occurred during such
period.  If they do, the certificate shall describe the Default or Event of
Default, its status and what action the Company is taking or proposes to take
with respect thereto.  The Company also shall comply with TIA Section
314(a)(4).

                 SECTION 4.16.  Further Instruments and Acts.  Upon request of
the Trustee, the Company will execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.


                                   ARTICLE V

                               Successor Company

                 SECTION 5.1.  When Company May Merge or Transfer Assets.  The
Company shall not consolidate with or merge with or into, or convey, transfer
or lease all or substantially all its assets to, any Person, unless:

                    (i)   the resulting, surviving or transferee Person (the
         "Successor Company") shall be a corporation, partnership, trust or
         limited liability company organized and existing under the laws of the
         United States of America, any State thereof or the District of
         Columbia and the Successor Company (if not the Company) shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, all the
         obligations of the Company under the Securities and this Indenture;
<PAGE>   58
                                                                              52




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

                    (iii)  immediately after giving effect to such transaction,
         the Successor Company would be able to incur an additional $1.00 of
         Indebtedness pursuant to Section 4.3(a); and

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

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

                 Notwithstanding clauses (ii) and (iii) of the first sentence
of this Section 5.1:  (1) any Restricted Subsidiary of the Company may
consolidate with, merge into or transfer all or part of its properties and
assets to the Company; and (2) the Company may merge with an Affiliate
incorporated solely for the purpose of reincorporating the Company in another
jurisdiction to realize tax or other benefits.


                                   ARTICLE VI

                             Defaults and Remedies

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

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

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

                 (3)  the Company fails to comply with Section 5.1;
<PAGE>   59
                                                                              53



                 (4)  the Company fails to comply with Section 4.2, 4.3, 4.4,
         4.5, 4.6, 4.7, 4.8 or 4.9 (in each case other than a failure to
         repurchase Securities when required pursuant to Section 4.6 or 4.8,
         which failure shall constitute an Event of Default under Section
         6.1(2)) and such failure continues for 30 days after the notice
         specified below;

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

                 (6)  Indebtedness of the Company or any Restricted Subsidiary
         is not paid within any applicable grace period after final maturity or
         is accelerated by the holders thereof because of a default and the
         total amount of such unpaid or accelerated Indebtedness exceeds $20.0
         million or its foreign currency equivalent at the time and such
         default shall not have been cured, including by way of repayment, or
         such acceleration rescinded within a 10 day period;

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

                          (A)  commences a voluntary case;

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

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

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

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

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

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

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

                          (C)  orders the winding up or liquidation of the
                 Company or any Significant Subsidiary;
<PAGE>   60
                                                                              54




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

                        (9)  any judgment or decree for the payment of money
               in excess of $20.0 million or its foreign currency equivalent
               at the time (to the extent not covered by insurance) is entered
               against the Company or any Significant Subsidiary and such
               judgment or decree remains undischarged or unstayed for a period
               of 60 days after such judgment becomes final and non-appealable.

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

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

                 Notwithstanding the foregoing, a Default under clause (4) or
(5) of this Section 6.1 will not constitute an Event of Default until the
Trustee or the Holders of at least 25% in principal amount of the outstanding
Securities notify the Company of the Default and the Company does not cure such
Default within the time specified in said clause (4) or (5) after receipt of
such notice.  Such notice must specify the Default, demand that it be remedied
and state that such notice is a "Notice of Default".

                 The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of any Event of Default under clauses (4), (5), (6), or (9) of this Section
6.1.

                 SECTION 6.2.  Acceleration.  If an Event of Default (other
than an Event of Default specified in Section 6.1(7) or (8) with respect to the
Company occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in outstanding principal amount of the Securities by
notice to the Company and the Trustee, may declare the principal of and accrued
and unpaid interest on all the Securities to be due and payable.  Upon such a
declaration, such principal and interest shall, subject to Section 10.4, be
immediately due and payable.  If an Event of Default specified in Section
6.1(7) or (8) with respect to the Company occurs, the principal of and accrued
and unpaid interest on all the Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Securityholders.  The Holders of a majority in principal
amount of the Securities by notice to the Trustee may rescind an acceleration
and its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of
acceleration.  No such rescission shall affect any subsequent Default or Event
of Default or impair any right consequent thereto.
<PAGE>   61
                                                                              55




                 SECTION 6.3.  Other Remedies.  If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

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

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

                 SECTION 6.5.  Control by Majority.  The Holders of a majority
in principal amount of the Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee.  However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture
or, subject to Section 7.1, that the Trustee determines is unduly prejudicial
to the rights of other Securityholders or would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction.  Prior to
taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses and expenses
caused by taking or not taking such action.

                 SECTION 6.6.  Limitation on Suits.  A Securityholder may not
pursue any remedy with respect to this Indenture or the Securities unless:

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

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

                 (3)  such Holder or Holders offer to the Trustee reasonable
         security or indemnity against any loss, liability or expense;
<PAGE>   62
                                                                              56




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

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

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

                 SECTION 6.7.  Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Securities held by such
Holder, on or after the respective due dates expressed in the Securities, or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

                 SECTION 6.8.  Collection Suit by Trustee.  If an Event of
Default specified in Section 6.1(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 7.7.

                 SECTION 6.9.  Trustee May File Proofs of Claim.  The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its Subsidiaries
or their respective creditors or properties and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder
to make payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, and any
other amounts due the Trustee under Section 7.7.

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

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

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

                 THIRD:  to Securityholders for amounts due and unpaid on the
         Securities for principal and interest, ratably, without preference or
         priority of any kind, according to
<PAGE>   63
                                                                              57



         the amounts due and payable on the Securities for principal and
         interest, respectively; and

                 FOURTH: to the Company.

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

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


                                  ARTICLE VII

                                    Trustee

                 SECTION 7.1.  Duties of Trustee.  (a)  If an Event of Default
has occurred and is continuing, the Trustee shall exercise the rights and
powers vested in it by this Indenture and use the same degree of care and skill
in their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.

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

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

                 (2)  in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements
         of this Indenture.  However, the Trustee shall examine the
         certificates and opinions to determine whether or not they conform to
         the requirements of this Indenture.
<PAGE>   64
                                                                              58




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

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

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

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

                 (d)      Every provision of this Indenture that in any way
relates to the Trustee is subject to paragraphs (a), (b) and (c) of this
Section.

                 (e)      The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company.

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

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

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

                 SECTION 7.2.  Rights of Trustee.  (a)  The Trustee may rely on
any document believed by it to be genuine and to have been signed or presented
by the proper person.  The Trustee need not investigate any fact or matter
stated in the document.

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

                 (c)      The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.
<PAGE>   65
                                                                              59




                 (d)      The Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be authorized or
within its rights or powers; provided, however, that the Trustee's conduct does
not constitute wilful misconduct or negligence.

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

                 SECTION 7.3.  Individual Rights of Trustee.  The Trustee in
its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee.  Any Paying Agent, Registrar,
co-registrar or co-paying agent may do the same with like rights.  However, the
Trustee must comply with Sections 7.10 and 7.11.

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

                 SECTION 7.5.  Notice of Defaults.  If a Default or Event of
Default occurs and is continuing and if a Trust Officer has actual knowledge
thereof, the Trustee shall mail to each Securityholder 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 or interest on any
Security (including payments pursuant to the optional redemption or required
repurchase provisions of such Security, if any), the Trustee may withhold the
notice if and so long as its board of directors, a committee of its board of
directors or a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Securityholders.

                 SECTION 7.6.  Reports by Trustee to Holders.  As promptly as
practicable after each May 15 beginning with the May 15 following the date of
this Indenture, and in any event prior to July 15 in each year, the Trustee
shall mail to each Securityholder a brief report dated as of such May 15 that
complies with TIA Section  313(a).  The Trustee also shall comply with TIA
Section  313(b).  The Trustee shall also transmit by mail all reports required
by TIA Section 313(c).

                 A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange (if any) on
which the Securities are listed.  The Company agrees to notify promptly the
Trustee whenever the Securities become listed on any stock exchange and of any
delisting thereof.
<PAGE>   66
                                                                              60




                 SECTION 7.7.  Compensation and Indemnity.  The Company shall
pay to the Trustee from time to time such compensation for its services as the
parties shall agree in writing from time to time.  The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust.  The Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection,
costs of preparing and reviewing reports, certificates and other documents,
costs of preparation and mailing of notices to Securityholders and reasonable
costs of counsel retained by the Trustee in connection with the delivery of an
Opinion of Counsel or otherwise, in addition to the compensation for its
services.  Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee's agents, counsel,
accountants and experts.  The Company shall indemnify the Trustee against any
and all loss, liability or expense (including reasonable attorneys' fees and
expenses) incurred by it in connection with the administration of this trust
and the performance of its duties hereunder, including the costs and expenses
of enforcing this Indenture (including this Section 7.7) and of defending
itself against any claims (whether asserted by any Securityholder, the Company
or otherwise).  The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity.  Failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder.  The Company shall
defend the claim and the Trustee may have separate counsel and the Company
shall pay the fees and expenses of such counsel.  The Company need not
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Trustee through the Trustee's own wilful misconduct, negligence
or bad faith.

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

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

                 SECTION 7.8.  Replacement of Trustee.  The Trustee may resign
at any time by so notifying the Company.  The Holders of a majority in
principal amount of the Securities may remove the Trustee by so notifying the
Trustee and may appoint a successor Trustee.  The Company shall remove the
Trustee if:

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

                 (2)  the Trustee is adjudged bankrupt or insolvent;
<PAGE>   67
                                                                              61




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

                 (4)  the Trustee otherwise becomes incapable of acting.

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

                 A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture.  The successor Trustee shall mail a notice of its
succession to Securityholders.  The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the
lien provided for in Section 7.7.

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

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

                 Notwithstanding the replacement of the Trustee pursuant to
this Section, the Company's obligations under Section 7.7 shall continue for
the benefit of the retiring Trustee.

                 SECTION 7.9.  Successor Trustee by Merger.  If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

                 In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture, any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of
the successor to the Trustee; and in all such cases such certificates shall
have the full force which it is anywhere in the Securities or in this Indenture
provided that the certificate of the Trustee shall have.
<PAGE>   68
                                                                              62




                 SECTION 7.10.  Eligibility; Disqualification.  The Trustee
shall at all times satisfy the requirements of TIA Section  310(a).  The
Trustee shall have a combined capital and surplus of at least $100 million as
set forth in its most recent published annual report of condition.  The Trustee
shall comply with TIA Section  310(b); provided, however, that there shall be
excluded from the operation of TIA Section  310(b)(1) any indenture or
indentures under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA Section  310(b)(1) are met.

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


                                  ARTICLE VIII

                       Discharge of Indenture; Defeasance

                 SECTION 8.1.  Discharge of Liability on Securities;
Defeasance.  (a)  When (i) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.7) for
cancellation or (ii) all outstanding Securities have become due and payable,
whether at maturity or as a result of the mailing of a notice of redemption
pursuant to Article III hereof and the Company irrevocably deposits with the
Trustee funds sufficient to pay at maturity or upon redemption all outstanding
Securities (other than Securities replaced pursuant to Section 2.7), including
interest thereon to maturity or such redemption date, and if in either case the
Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 8.1(c), cease to be of further effect.  The
Trustee shall acknowledge satisfaction and discharge of this Indenture on
demand of the Company (accompanied by an Officers' Certificate and an Opinion
of Counsel stating that all conditions precedent specified herein relating to
the satisfaction and discharge of this Indenture have been complied with) and
at the cost and expense of the Company.

                 (b)      Subject to Sections 8.1(c) and 8.2, the Company at
any time may terminate (i) all its obligations under the Securities and this
Indenture ("legal defeasance option") or (ii) its obligations under Sections
4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 5.1(iii) and 5.1(iv) and the
operation of Sections 6.1(4), 6.1(5), 6.1(6), 6.1(7) (but only with respect to
a Significant Subsidiary), 6.1(8) (but only with respect to a Significant
Subsidiary) and 6.1(9) ("covenant defeasance option").  The Company may
exercise its legal defeasance option notwithstanding its prior exercise of its
covenant defeasance option.

                 If the Company exercises its legal defeasance option, payment
of the Securities may not be accelerated because of an Event of Default.  If
the Company exercises its covenant defeasance option, payment of the Securities
may not be accelerated because of an Event of Default specified in Sections
6.1(4), 6.1(5), 6.1(6), 6.1(7) (but only with respect to a
<PAGE>   69
                                                                              63



Significant Subsidiary), 6.1(8) (but only with respect to a Significant
Subsidiary) and 6.1(9) or because of the failure of the Company to comply with
Section 5.1(iii) and Section 5.1(iv).

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

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

                 SECTION 8.2.  Conditions to Defeasance.  The Company may
exercise its legal defeasance option or its covenant defeasance option only if:

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

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

                 (3)  the Company shall have delivered to the Trustee an
         Opinion of Counsel, subject to certain customary qualifications, to
         the effect that (i) the funds so deposited will not be subject to any
         rights of any other holders of Indebtedness of the Company, and (ii)
         the funds so deposited will not be subject to avoidance under
         applicable Bankruptcy Law;

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

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

                 (6)  in the case of the legal defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (i) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (ii) since the date of this
         Indenture there has been a change in the applicable Federal income tax
         law, in either case to the effect that, and based thereon such Opinion
         of Counsel shall confirm
<PAGE>   70
                                                                              64



         that, the Securityholders will not recognize income, gain or loss for
         Federal income tax purposes as a result of such defeasance and will be
         subject to Federal income tax on the same amounts, in the same manner
         and at the same times as would have been the case if such legal
         defeasance had not occurred;

                 (7)  in the case of the covenant defeasance option, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Securityholders will not recognize income, gain or
         loss for Federal income tax purposes as a result of such covenant
         defeasance and will be subject to Federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such covenant defeasance had not occurred; and

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

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

                 SECTION 8.3.  Application of Trust Money.  The Trustee shall
hold in trust money or U.S. Government Obligations deposited with it pursuant
to this Article VIII.  It shall apply the deposited money and the money from
U.S.  Government Obligations through the Paying Agent and in accordance with
this Indenture to the payment of principal of and interest on the Securities.
Money and securities so held in trust are not subject to Article X.

                 SECTION 8.4.  Repayment to Company.  The Trustee and the
Paying Agent shall promptly turn over to the Company upon request any excess
money or securities held by them upon payment of all the obligations under this
Indenture.

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

                 SECTION 8.5.  Indemnity for U.S. Government Obligations.  The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S. Government Obligations.

                 SECTION 8.6.  Reinstatement.  If the Trustee or Paying Agent
is unable to apply any money or U.S.  Government Obligations in accordance with
this Article VIII by reason of any legal proceeding or by reason of any order
or judgment of any court or
<PAGE>   71
                                                                              65



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


                                   ARTICLE IX

                                   Amendments

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

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

                 (2)  to comply with Article V;

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

                 (4)  to make any change in Article X that would limit or
         terminate the benefits available to any holder of Senior Indebtedness
         (or Representatives therefor) under Article X;

                 (5)  to add guarantees with respect to the Securities or to
         secure the Securities;

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

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

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

                 (9)  to provide for the issuance of the Exchange Notes, which
         will have terms substantially identical in all material respects to
         the Initial Notes (except that the
<PAGE>   72
                                                                              66



         transfer restrictions contained in the Initial Notes will be modified
         or eliminated, as appropriate), and which will be treated, together
         with any outstanding Initial Notes, as a single issue of securities.

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

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

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

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

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

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

                 (4)  reduce the premium payable upon the redemption or
         repurchase of any Security or change the time at which any Security
         may or shall be redeemed or repurchased in accordance with this
         Indenture;

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

                 (6)  modify or affect in any manner adverse to the Holders the
         terms and conditions of the obligation of the Company for the due and
         punctual payment of the principal of or interest on Securities; or

                 (7)  make any change in Section 6.4 or 6.7 or the second
         sentence of this Section.

                 It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.
<PAGE>   73
                                                                              67




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

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

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

                 SECTION 9.4.  Revocation and Effect of Consents and Waivers.
A consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security.  However, any
such Holder or subsequent Holder may revoke the consent or waiver as to such
Holder's Security or portion of the Security if the Trustee receives the notice
of revocation before the date the  amendment or waiver becomes effective.
After an amendment or waiver becomes effective, it shall bind every
Securityholder.

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

                 SECTION 9.5.  Notation on or Exchange of Securities.  If an
amendment changes the terms of a Security, the Trustee may require the Holder
of the Security to deliver it to the Trustee.  The Trustee may place an
appropriate notation on the Security regarding the changed terms and return it
to the Holder.  Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms.  Failure to make
the appropriate notation or to issue a new Security shall not affect the
validity of such amendment.

                 SECTION 9.6.  Trustee To Sign Amendments.  The Trustee shall
sign any amendment authorized pursuant to this Article IX if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee.  If it does, the Trustee may but need not sign it.  In signing such
amendment the Trustee shall be entitled to receive indemnity
<PAGE>   74
                                                                              68



reasonably satisfactory to it and to receive, and (subject to Section 7.1)
shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that such amendment is authorized or permitted by
this Indenture.


                                   ARTICLE X

                                 Subordination

                 SECTION 10.1.  Agreement To Subordinate.  The Company agrees,
and each Securityholder by accepting a Security agrees, that the Indebtedness
evidenced by the Securities is subordinated in right of payment, to the extent
and in the manner provided in this Article X, to the prior payment of all
Senior Indebtedness and that the subordination is for the benefit of and
enforceable by the holders of Senior Indebtedness.  The Securities shall in all
respects rank pari passu with all other Senior Subordinated Indebtedness of the
Company and only Indebtedness of the Company which is Senior Indebtedness will
rank senior to the Securities in accordance with the provisions set forth
herein.  All provisions of this Article X shall be subject to Section 10.12.

                 SECTION 10.2.  Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or a total or partial dissolution of the Company or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or their respective properties:

                 (1)  holders of Senior Indebtedness of the Company shall be
         entitled to receive payment in full of all Senior Indebtedness of the
         Company before Securityholders shall be entitled to receive any
         payment of principal of or interest on or other amounts with respect
         to the Securities from the Company; and

                 (2)  until the Senior Indebtedness of the Company is paid in
         full, any payment or distribution to which Securityholders would be
         entitled but for this Article X shall be made to holders of Senior
         Indebtedness of payments or distributions made by the Company, as
         their respective interests may appear.

                 SECTION 10.3.  Default on Senior Indebtedness.  The Company
shall not pay the principal of, premium (if any) or interest on or other
amounts with respect to the Securities or make any deposit pursuant to Section
8.1 or repurchase, redeem or otherwise retire any Securities, ("pay the
Securities") if (i) any Senior Indebtedness of the Company is not paid when due
or (ii) any other default on Senior Indebtedness of the Company occurs and the
maturity of such Senior Indebtedness of the Company is accelerated in
accordance with its terms unless, in either case, (x) the default has been
cured or waived and any such acceleration has been rescinded or (y) such Senior
Indebtedness of the Company has been paid in full; provided, however, that the
Company may pay the Securities, without regard to the foregoing if the Company
and the Trustee receive written notice approving such payment from the
<PAGE>   75
                                                                              69



Representative of the Senior Indebtedness of the Company with respect to which
either of the events set forth in clause (i) or (ii) of this sentence has
occurred or is continuing.  During the continuance of any default (other than a
default described in clause (i) or (ii) of the preceding sentence) with respect
to any Designated Senior Indebtedness pursuant to which the maturity thereof
may be accelerated immediately without further notice (except such notice as
may be required to effect such acceleration) or the expiration of any
applicable grace periods, the Company may not pay the Securities (except in (i)
Capital Stock (other than Disqualified Stock) issued by the Company to pay
interest on the Securities or issued in exchange for the Securities, (ii) in
securities substantially identical to the Securities issued by the Company in
payment of interest thereon or (iii) in securities issued by the Company which
are subordinated to Senior Indebtedness at least to the same extent as the
Securities and having an Average Life at least equal to the remaining Average
Life of the Securities) for a period (a "Payment Blockage Period") commencing
upon the receipt by the Trustee (with a copy to the Company) of written notice
(a "Blockage Notice") of such default from the Representative of the holders of
such Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period and ending 179 days thereafter (or earlier if such Payment
Blockage Period is terminated (i) by written notice to the Trustee and the
Company from the Person or Persons who gave such Blockage Notice, (ii) because
the default giving rise to such Blockage Notice is no longer continuing or
(iii) because such Designated Senior Indebtedness has been repaid in full).
Notwithstanding the provisions of the immediately preceding sentence, unless
the holders of such Designated Senior Indebtedness or the Representative of
such holders shall have accelerated the maturity of such Designated Senior
Indebtedness, the Company may resume payments on the Securities, after the end
of such Payment Blockage Period.  Not more than one Blockage Notice may be
given in any consecutive 360-day period, irrespective of the number of defaults
with respect to Designated Senior Indebtedness during such period; provided,
that if a Blockage Notice is given by holders of Designated Senior Indebtedness
other than the Bank Indebtedness, the Representative of the Bank Indebtedness
may deliver a subsequent Blockage Notice during such 360-day period, but the
total duration of all Payment Blockage Periods during such 360-day period shall
not exceed 179 days.

                 SECTION 10.4.  Acceleration of Payment of Securities.  If
payment of the Securities is accelerated because of an Event of Default, the
Company and the Trustee shall promptly notify the holders of the Designated
Senior Indebtedness (or their Representatives) of the acceleration.  If any
Designated Senior Indebtedness is outstanding, the Company shall not pay the
Securities until five Business Days after the holder or Representative of such
Designated Senior Indebtedness receives notice of such acceleration and,
thereafter, may pay the Securities, only if this Article 10 otherwise permits
payments at that time.

                 SECTION 10.5.  When Distribution Must Be Paid Over.  If a
distribution is made to Securityholders that because of this Article X should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of Senior Indebtedness and promptly pay it
over to them as their respective interests may appear.
<PAGE>   76
                                                                              70




                 SECTION 10.6.  Subrogation.  After all Senior Indebtedness is
paid in full and until the Securities are paid in full, Securityholders shall
be subrogated to the rights of holders of Senior Indebtedness to receive
distributions applicable to Senior Indebtedness.  A distribution made under
this Article X to holders of Senior Indebtedness which otherwise would have
been made to Securityholders is not, as between the Company and
Securityholders, a payment by the Company of Senior Indebtedness.

                 SECTION 10.7.  Relative Rights.  This Article X defines the
relative rights of Securityholders and holders of Senior Indebtedness.  Nothing
in this Indenture shall:

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

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

                 SECTION 10.8.  Subordination May Not Be Impaired by Company.
No right of any holder of Senior Indebtedness to enforce the subordination of
the Indebtedness evidenced by the Securities shall be impaired by any act or
failure to act by the Company or by the failure of any of them to comply with
this Indenture.

                 SECTION 10.9.  Rights of Trustee and Paying Agent.
Notwithstanding Section 10.3, the Trustee or Paying Agent may continue to make
payments on the Securities and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two Business Days prior to the date of such payment, a Trust
Officer of the Trustee receives notice satisfactory to it that payments may not
be made under this Article X.  The Company, the Registrar or co-registrar, the
Paying Agent, a Representative or a holder of Senior Indebtedness may give the
notice; provided, however, that, if an issue of Senior Indebtedness has a
Representative, only the Representative may give the notice.

                 The Trustee in its individual or any other capacity may hold
Senior Indebtedness with the same rights it would have if it were not Trustee.
The Registrar and co-registrar and the Paying Agent may do the same with like
rights.  The Trustee shall be entitled to all the rights set forth in this
Article X with respect to any Senior Indebtedness which may at any time be held
by it, to the same extent as any other holder of Senior Indebtedness; and
nothing in Article VII shall deprive the Trustee of any of its rights as such
holder.  Nothing in this Article X shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.7.

                 SECTION 10.10.  Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of Senior
Indebtedness, the distribution may be made and the notice given to their
Representative (if any).
<PAGE>   77
                                                                              71




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

                 SECTION 10.12.  Trust Moneys Not Subordinated.
Notwithstanding anything contained herein to the contrary, payments from money
or the proceeds of U.S. Government Obligations held in trust under Article VIII
by the Trustee for the payment of principal of and interest on the Securities
shall not be subordinated to the prior payment of any Senior Indebtedness or
subject to the restrictions set forth in this Article X, and none of the
Securityholders shall be obligated to pay over any such amount to the Company,
any holder of Senior Indebtedness of the Company, or any other creditor of the
Company.

                 SECTION 10.13.  Trustee Entitled To Rely.  Upon any payment or
distribution pursuant to this Article X, the Trustee and the Securityholders
shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 10.2
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Securityholders or (iii) upon the Representatives for the holders of Senior
Indebtedness for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other Indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article X.  In the event that the Trustee determines, in
good faith, that evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article X, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and other facts
pertinent to the rights of such Person under this Article X, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.  The provisions of Sections 7.1 and 7.2 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article X.

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

                 SECTION 10.15.  Trustee Not Fiduciary for Holders of Senior
Indebtedness.  The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if
it shall mistakenly pay over or
<PAGE>   78
                                                                              72



distribute to Securityholders or the Company or any other Person, money or
assets to which any holders of Senior Indebtedness shall be entitled by virtue
of this Article X or otherwise.

                 SECTION 10.16.  Reliance by Holders of Senior Indebtedness on
Indebtedness on Subordination Provisions.  Each Securityholder by accepting a
Security acknowledges and agrees that the foregoing subordination provisions
are, and are intended to be, an inducement and a consideration to each holder
of any Senior Indebtedness, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Securities, to acquire and
continue to hold, or to continue to hold, such Senior Indebtedness and such
holder of Senior Indebtedness shall be deemed conclusively to have relied on
such subordination provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Indebtedness.


                                   ARTICLE XI

                                 Miscellaneous

                 SECTION 11.1.  Trust Indenture Act Controls.  If any provision
of this Indenture limits, qualifies or conflicts with another provision which
is required to be included in this Indenture by the TIA, the provision required
by the TIA shall control.

                 SECTION 11.2.  Notices.  Any notice or communication shall be
in writing and delivered in person or mailed by first-class mail addressed as
follows:



                          if to the Company:

                          Viasystems, Inc.
                          101 South Hanley Road, Suite 400
                          St. Louis, MO  63105

                          Attention:  James N. Mills

                          With a copy to:

                          Hicks, Muse, Tate & Furst Incorporated
                          200 Crescent Court, Suite 1600
                          Dallas, TX  75201
                          Attention:  Lawrence D. Stuart, Jr.

                          if to the Trustee:

                          The Bank of New York
                          101 Barclay Street, Floor 21 West
                          New York, NY 10286

                          Attention:  Corporate Trust Administration
<PAGE>   79
                                                                              73




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

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

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

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

                 SECTION 11.4.  Certificate and Opinion as to Conditions
Precedent.  Upon any request or application by the Company to the Trustee to
take or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:

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

                 (2)  an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee stating that, in the opinion of such
         counsel, all such conditions precedent have been complied with.

                 SECTION 11.5.  Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include:

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

                 (2)  a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;
<PAGE>   80
                                                                              74




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

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

                 SECTION 11.6.  When Securities Disregarded.  In determining
whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company
or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee knows are so owned shall be so
disregarded.  Also, subject to the foregoing, only Securities outstanding at
the time shall be considered in any such determination.

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

                 SECTION 11.8.  Legal Holidays.  A "Legal Holiday" is a
Saturday, a Sunday or a day on which banking institutions are not required to
be open in the State of New York.  If a payment date is a Legal Holiday,
payment shall be made on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.  If a regular record
date is a Legal Holiday, the record date shall not be affected.

                 SECTION 11.9.  Governing Law.  This Indenture and the
Securities shall be governed by, and construed in accordance with, the laws of
the State of New York but without giving effect to applicable principles of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.

                 SECTION 11.10.  No Recourse Against Others.  A director,
officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.  By accepting a Security, each Securityholder
shall waive and release all such liability.  The waiver and release shall be
part of the consideration for the issue of the Securities.

                 SECTION 11.11.  Successors.  All agreements of the Company in
this Indenture and the Securities shall bind their respective successors.  All
agreements of the Trustee in this Indenture shall bind its successors.
<PAGE>   81
                                                                              75




                 SECTION 11.12.  Multiple Originals.  The parties may sign any
number of copies of this Indenture.  Each signed copy shall be an original, but
all of them together represent the same agreement.  One signed copy is enough
to prove this Indenture.

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

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

                 SECTION 11.15.  Table of Contents; Headings.  The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.
<PAGE>   82
                                                                              76



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




                                   VIASYSTEMS, INC.


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


                                   THE BANK OF NEW YORK


                                   By:
                                       -----------------------------
                                       Name: Mary LaGumina
                                       Title:
<PAGE>   83
                                                                       EXHIBIT A



                         [FORM OF FACE OF INITIAL NOTE]

                        [Applicable Restrictive Legend]

                       [Depository Legend, if applicable]

No. [___]
Principal Amount $[______________]

                                                          CUSIP NO. ____________

               9 3/4% Series B Senior Subordinated Note due 2007


                 Viasystems, Inc., a Delaware corporation promises to pay to
[___________], or registered assigns, the principal sum of [__________________]
Dollars June 1, 2007.

                 Interest Payment Dates:  June 1 and December 1.

                 Record Dates:  May 15 and November 15.

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




Dated:                                             VIASYSTEMS, INC.


                                                   By:
                                                      -------------------------
                                                       Senior Vice President


                                                   By:
                                                      -------------------------
                                                       Assistant Secretary
<PAGE>   84
                                                                               2



TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

THE BANK OF NEW YORK

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


By
    --------------------
    Authorized Signatory                        Date:
<PAGE>   85
                     [FORM OF REVERSE SIDE OF INITIAL NOTE]

               9 3/4% Series B Senior Subordinated Note due 2007


1.       Interest

                 Viasystems, Inc., a Delaware corporation (such corporation,
and its successors and assigns under the Indenture hereinafter referred to,
being herein called the "Company") promises to pay interest on the principal
amount of this Security at the rate per annum shown above.

                 The Company will pay interest semiannually on June 1 and
December 1 of each year.  Interest on the Securities will accrue from the most
recent date to which interest has been paid on the Securities or, if no
interest has been paid, from February 17, 1998.  The Company shall pay interest
on overdue principal or premium, if any (plus interest on such interest to the
extent lawful), at the rate borne by the Securities to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

2.       Method of Payment

                 By at least 10:00 a.m. (New York City time) on the date on
which any principal of or interest on any Security is due and payable, the
Company shall irrevocably deposit with the Trustee or the Paying Agent money
sufficient to pay such principal, premium, if any, and/or interest.  The
Company will pay interest (except defaulted interest) to the Persons who are
registered Holders of Securities at the close of business on the May 15 or
November 15 next preceding the interest payment date even if Securities are
cancelled, repurchased or redeemed after the record date and on or before the
interest payment date.  Holders must surrender Securities to a Paying Agent to
collect principal payments.  The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts.  However, the Company may pay principal
and interest by check payable in such money.  It may mail an interest check to
a Holder's registered address.

3.       Paying Agent and Registrar

                 Initially, The Bank of New York, a New York banking
corporation ("Trustee"), will act as Paying Agent and Registrar.  The Company
may appoint and change any Paying Agent, Registrar or co-registrar without
notice to any Securityholder.  The Company or any of its domestically
incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or
co-registrar.
<PAGE>   86
                                                                               2




4.       Indenture

                 The Company issued the Securities under an Indenture dated as
of February 17, 1998 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Company and the
Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939 (15 U.S.C. Sections  77aaa-77bbbb) as in effect on the date of the
Indenture (the "Act").  Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture.  The Securities are
subject to all such terms, and Securityholders are referred to the Indenture
and the Act for a statement of those terms.

                 The Securities are general unsecured senior subordinated
obligations of the Company limited to $100 million aggregate principal amount
(subject to Section 2.7 of the Indenture).  This Security is one of the Initial
Notes referred to in the Indenture.  The Securities include the Initial Notes
and any Exchange Notes issued in exchange for the Initial Notes pursuant to the
Indenture and the Registration Rights Agreement.  The Initial Notes and the
Exchange Notes are treated as a single class of securities under the Indenture.
The Indenture imposes certain limitations on the Incurrence of Indebtedness by
the Company and its Subsidiaries, the payment of dividends and other
distributions on the Capital Stock of the Company and its Subsidiaries, the
purchase or redemption of Capital Stock of the Company and Capital Stock of
such Subsidiaries, certain purchases or redemptions of Subordinated
Indebtedness, the sale or transfer of assets and Capital Stock of Subsidiaries,
the issuance or sale of Capital Stock of Subsidiaries, the business activities
and investments of the Company and its Subsidiaries and transactions with
Affiliates.  In addition, the Indenture limits the ability of the Company and
its Subsidiaries to restrict distributions and dividends from Subsidiaries.

5.       Optional Redemption

                 Except as set forth in this paragraph 5, the Securities will
not be redeemable at the option of the Company prior to June 1, 2002.  On and
after such date, the Securities will be redeemable, at the Company's option, in
whole or in part, at any time upon not less than 30 nor more than 60 days'
prior notice mailed by first-class mail to each Holder's registered address, at
the following redemption prices (expressed as percentages of principal amount)
plus accrued and unpaid interest to the redemption date (subject to the right
of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date):
<PAGE>   87
                                                                               3




                 If redeemed during the 12-month period commencing on June 1 of
the years set forth below:

<TABLE>
<CAPTION>
         Year                                                  Redemption Price
         ----                                                  ----------------
         <S>                                                   <C>
         2002 . . . . . . . . . . . . . . . . . . . . . . . .  104.875%
         2003 . . . . . . . . . . . . . . . . . . . . . . . .  103.250%
         2004 . . . . . . . . . . . . . . . . . . . . . . . .  101.625%
         2005 and thereafter  . . . . . . . . . . . . . . . .  100.000%
</TABLE>

                 Notwithstanding the foregoing, at any time or from time to
time prior to June 1, 2000, the Company may redeem in the aggregate up to $35
million principal amount of the Securities with the Net Cash Proceeds of one or
more Equity Offerings by the Company or Holding (to the extent, in the case of
Holding, the Net Cash Proceeds thereof are contributed to the common or
non-redeemable preferred equity capital of the Company) so long as there is a
Public Market at the time of such redemption, at a redemption price (expressed
as a percentage of principal amount) of 109.75% plus accrued and unpaid
interest to the redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest
payment date in respect of then outstanding Securities); provided, however,
that at least $50 million of the Securities remain outstanding after each such
redemption.

                 At any time on or prior to June 1, 2002, the Securities may
also be redeemed in whole, but not in part, at the option of the Company upon
the occurrence of a Change of Control, upon not less than 30 nor more than 60
days' prior notice (but in no event more than 90 days after the occurrence of
such Change of Control) mailed by first-class mail to each Holder's registered
address, at a redemption price equal to 100% of the principal amount thereof
plus the Applicable Premium as of and accrued but unpaid interest to, the date
of redemption (subject to the right of holders of record on the relevant record
date to receive interest due on the relevant interest payment date in respect
of then outstanding Securities).

6.       Notice of Redemption

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

7.       Put Provisions

                 Upon a Change of Control, any Holder of Securities will have
the right to cause the Company to repurchase all or any part of the Securities
of such Holder at a repurchase
<PAGE>   88
                                                                               4



price equal to 101% of the principal amount thereof plus accrued interest to
the date of repurchase as provided in, and subject to the terms of, the
Indenture.

8.       Subordination

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

9.       Denominations; Transfer; Exchange

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

10.      Persons Deemed Owners

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

11.      Unclaimed Money

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

12.      Defeasance

                 Subject to certain conditions set forth in the Indenture, the
Company at any time may terminate some or all of its obligations under the
Securities and the Indenture if the Company deposits with the Trustee money or
U.S.  Government Obligations for the payment of principal and interest on the
Securities to redemption or maturity, as the case may be.
<PAGE>   89
                                                                               5




13.      Amendment, Waiver

                 Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount of the outstanding
Securities and (ii) any default or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in principal
amount of the outstanding Securities.  Subject to certain exceptions set forth
in the Indenture, without the consent of any Securityholder, the Company and
the Trustee may amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 5 of the
Indenture, or to provide for uncertificated Securities in addition to or in
place of certificated Securities, or to add guarantees with respect to the
Securities or to secure the Securities, or to add additional covenants or
surrender rights and powers conferred on the Company, or to comply with any
request of the SEC in connection with qualifying the Indenture under the Act,
or to make any change that does not adversely affect the rights of any
Securityholder, or to provide for the issuance of Exchange Notes.

14.      Defaults and Remedies

                 Under the Indenture, Events of Default include  (i) default
for 30 days in payment of interest on the Securities; (ii) default in payment
of principal on the Securities at maturity, upon redemption pursuant to
paragraph 5 of the Securities, upon required repurchase, upon declaration or
otherwise; (iii) failure by the Company to comply with other agreements in the
Indenture or the Securities, in certain cases subject to notice and lapse of
time; (iv) certain accelerations (including failure to pay within any grace
period after final maturity) of other indebtedness of the Company or its
Subsidiaries if the amount accelerated (or so unpaid) exceeds $20.0 million and
such acceleration or failure to pay is not rescinded or cured, including by way
of repayment, within a 10 day period; (v) certain events of bankruptcy or
insolvency with respect to the Company or any Significant Subsidiary; and (vi)
certain final, non- appealable judgments or decrees for the payment of money in
excess of $20.0 million.  If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the Securities
may declare all the Securities to be due and payable immediately.  Certain
events of bankruptcy or insolvency are Events of Default which will result in
the Securities being due and payable immediately upon the occurrence of such
Events of Default.

                 Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture.  The Trustee may refuse to
enforce the Indenture or the Securities unless it receives reasonable indemnity
or security.  Subject to certain limitations, Holders of a majority in
principal amount of the Securities may direct the Trustee in its exercise of
any trust or power.  The Trustee may withhold from Securityholders notice of
any continuing Default or Event of Default (except a Default or Event of
Default in payment of principal or interest) if it determines that withholding
notice is in their interest.
<PAGE>   90
                                                                               6




15.      Trustee Dealings with the Company

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

16.      No Recourse Against Others

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

17.      Authentication

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

18.      Abbreviations

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

19.      CUSIP Numbers

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

20.      Governing Law

                 This Security shall be governed by, and construed in
accordance with, the laws of the State of New York but without giving effect to
applicable principles of conflicts of law to the extent that the application of
the laws of another jurisdiction would be required thereby.
<PAGE>   91
                                                                               7




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



                                  Viasystems, Inc.
                                  101 South Hanley Road, Suite 400
                                  St. Louis, MO  63105

                                  Attention of General Counsel
<PAGE>   92
                                ASSIGNMENT FORM

                 To assign this Security, fill in the form below:

                 I or we assign and transfer this Security to

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

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

         and irrevocably appoint agent to transfer this Security on the books
         of the Company.  The agent may substitute another to act for him.


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

Date:                                     Your Signature:
     -------------------                                 ----------------------

Signature Guarantee:
                    ------------------------------
                    (Signature must be guaranteed)

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

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

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

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

CHECK ONE BOX BELOW:

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

         2 [ ]            transferred to the Company; or

         3 [ ]            transferred pursuant to and in compliance with Rule
                          144A under the Securities Act of 1933; or

         4 [ ]            transferred pursuant to an effective registration
                          statement under the Securities Act; or
<PAGE>   93
                                                                               2




         5 [ ]            transferred pursuant to and in compliance with
                          Regulation S under the Securities Act of 1933; or

         6 [ ]            transferred to an institutional "accredited investor"
                          (as defined in Rule 501(a)(1), (2), (3) or (7) under
                          the Securities Act of 1933), that has furnished to
                          the Trustee a signed letter containing certain
                          representations and agreements (the form of which
                          letter appears as Exhibit C to the Indenture); or

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

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered holder thereof; provided, however, that if box (5), (6) or
(7) is checked, the Trustee or the Company may require, prior to registering
any such transfer of the Securities, in their sole discretion, such legal
opinions, certifications and other information as the Trustee or the Company
may reasonably request to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by
Rule 144 under such Act.




                                        ------------------------------
                                        Signature
Signature Guarantee:


-------------------------               ------------------------------
(Signature must be guaranteed)          Signature



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

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.
<PAGE>   94
                                                                               3



                     [TO BE ATTACHED TO GLOBAL SECURITIES]

             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


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


<TABLE>
<CAPTION>


<S>           <C>                      <C>                     <C>
                                                               Principal Amount of      Signature of
               Amount of decrease in   Amount of increase in   this Global Security     authorized signatory
 Date of       Principal Amount of     Principal Amount of     following such           of Trustee or
 Exchange      this Global Security    this Global Security    decrease or increase     Securities Custodian
</TABLE>
<PAGE>   95
                       OPTION OF HOLDER TO ELECT PURCHASE

                 If you want to elect to have this Security purchased by the
Company pursuant to Section 4.6 or 4.8 of the Indenture, check the box:

                                     [ ]

                 If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.6 or 4.8 of the Indenture, state
the amount in principal amount (must be integral multiple of $1,000):  $


Date:            Your Signature
     -----------                ----------------------------
                          (Sign exactly as your name appears on the
                           other side of the Security)


Signature Guarantee:
                     ---------------------------------------
                          (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.
<PAGE>   96
                    [THE FOLLOWING PROVISION TO BE INCLUDED
                              ON ALL CERTIFICATES]


                 In connection with any transfer of this Security occurring
prior to the date that is the earlier of the date of an effective Registration
Statement (as defined in the Registration Rights Agreement dated as of February
17, 1998) or _______________, 199_, the undersigned confirms that without
utilizing any general solicitation or general advertising that:

                                  [Check One]

[   ] (a)        this Security is being transferred in compliance with the
                 exemption from registration under the Securities Act of 1933,
                 as amended, provided by Rule 144A thereunder.

                                       or

[   ] (b)        this Security is being transferred other than in accordance
                 with (a) above and documents are being furnished that comply
                 with the conditions of transfer set forth in this Security and
                 the Indenture.

If neither of the foregoing boxes is checked, the Trustee or other Registrar
shall not be obligated to register this Security in the name of any Person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 2.6 of the Indenture
shall have been satisfied.

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

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

                                        NOTICE: The signature  must correspond
                                        with the name as written upon
                                        the face of the
                                        within-mentioned instrument
                                        in every particular, without
                                        alteration or any change
                                        whatsoever.

Signature Guarantee:
                     --------------------------------------------------------

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

                 The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying
<PAGE>   97
                                                                               2



upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.





Date:
      ----------------------------
                                                  -----------------------------
                                                  NOTICE:  To be executed by
                                                  an executive officer.

<PAGE>   98
                                                                       EXHIBIT B


                        [FORM OF FACE OF EXCHANGE NOTE]





No. [_____]                                    Principal Amount $[____________]
                                               CUSIP NO. _____________

               9 3/4% Series B Senior Subordinated Notes due 2007

               Viasystems, Inc., a Delaware corporation, promises to pay to
[______________], or registered assigns, the principal sum of [_______________]
Dollars on June 1, 2007.

               Interest Payment Dates:  June 1 and December 1.

               Record Dates:   May 15 and November 15.

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



                                  VIASYSTEMS, INC.

                                  By:
                                     ------------------------------------------
                                     Senior Vice President

                                  By:
                                     ------------------------------------------
                                     Assistant Secretary


TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

THE BANK OF NEW YORK

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

By:
    ----------------------
     Authorized Signatory                       Date:

<PAGE>   99
                    [FORM OF REVERSE SIDE OF EXCHANGE NOTE]

               9 3/4% Series B Senior Subordinated Note due 2007

1.       Interest

                 Viasystems, Inc., a Delaware corporation (such corporation,
and its successors and assigns under the Indenture hereinafter referred to,
being herein called the "Company") promises to pay interest on the principal
amount of this Security at the rate per annum shown above.

                 The Company will pay interest semiannually on June 1 and
December 1 of each year.  Interest on the Securities will accrue from the most
recent date to which interest has been paid on the Securities or, if no
interest has been paid, from February 17,  1998.  The Company shall pay
interest on overdue principal or premium, if any (plus interest on such
interest to the extent lawful), at the rate borne by the Securities to the
extent lawful.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

2.       Method of Payment

                 By at least 10:00 a.m. (New York City time) on the date on
which any principal of or interest on any Security is due and payable, the
Company shall irrevocably deposit with the Trustee or the Paying Agent money
sufficient to pay such principal, premium, if any, and/or interest.  The
Company will pay interest (except defaulted interest) to the Persons who are
registered Holders of the Securities at the close of business on the May 15 or
November 15 next preceding the interest payment date even if Securities are
cancelled, repurchased or redeemed after the record date and on or before the
interest payment date.  Holders must surrender Securities to a Paying Agent to
collect principal payments.  The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts.  However, the Company may pay principal
and interest by check payable in such money.  It may mail an interest check to
a Holder's registered address.

3.       Paying Agent and Registrar

                 Initially, The Bank of New York, a New York banking
corporation ("Trustee"), will act as Paying Agent and Registrar.  The Company
may appoint and change any Paying Agent, Registrar or co-registrar without
notice to any Securityholder.  The Company or any of its domestically
incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or
co-registrar.

4.       Indenture

                 The Company issued the Securities under an Indenture dated as
of February 17, 1998 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Company and the
Trustee.  The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939 (15 U.S.C. Sections  77aaa-77bbbb) as in effect on the date of the
Indenture (the
<PAGE>   100
                                                                               2



"Act").  Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Indenture.  The Securities are subject to all such
terms, and Securityholders are referred to the Indenture and the Act for a
statement of those terms.

                 The Securities are general unsecured senior subordinated
obligations of the Company limited to $100 million aggregate principal amount
(subject to Section 2.7 of the Indenture).  This Security is one of the
Exchange Notes referred to in the Indenture.  The Securities include the
Initial Notes and any Exchange Notes issued in exchange for the Initial Notes
pursuant to the Indenture and the Registration Rights Agreement.  The Initial
Notes and the Exchange Notes are treated as a single class of securities under
the Indenture.  The Indenture imposes certain limitations on the Incurrence of
Indebtedness by the Company and its Subsidiaries, the payment of dividends and
other distributions on the Capital Stock of the Company and certain of its
Subsidiaries, the purchase or redemption of Capital Stock of the Company and
Capital Stock of such Subsidiaries, certain purchases or redemptions of
Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of
Subsidiaries, the issuance or sale of Capital Stock of Subsidiaries, the
business activities and investments of the Company and its Subsidiaries and
transactions with Affiliates.  In addition, the Indenture limits the ability of
the Company and its Subsidiaries to restrict distributions and dividends from
Subsidiaries.

5.       Optional Redemption

                 Except as set forth in this paragraph 5, the Securities will
not be redeemable at the option of the Company prior to June 1, 2002.  On and
after such date, the Securities will be redeemable, at the Company's option, in
whole or in part, at any time upon not less than 30 nor more than 60 days'
prior notice mailed by first-class mail to each Holder's registered address, at
the following redemption prices (expressed as percentages of principal amount)
plus accrued and unpaid interest to the redemption date (subject to the right
of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date):

                 If redeemed during the 12-month period commencing on June 1 of
the years set forth below:

<TABLE>
<CAPTION>
         Year                                                  Redemption Price
         ----                                                  ----------------
         <S>                                                   <C>
         2002 . . . . . . . . . . . . . . . . . . . . . . . .  104.875%
         2003 . . . . . . . . . . . . . . . . . . . . . . . .  103.250%
         2004 . . . . . . . . . . . . . . . . . . . . . . . .  101.625%
         2005 and thereafter  . . . . . . . . . . . . . . . .  100.000%
</TABLE>

                 Notwithstanding the foregoing, at any time or from time to
time prior to June 1, 2000, the Company may redeem in the aggregate up to $35
million principal amount of the Securities with the Net Cash Proceeds of one or
more Equity Offerings by the Company or Holding (to the extent, in the case of
Holding, the Net Cash Proceeds thereof are contributed to the common or
non-redeemable preferred equity capital of the Company) so long as there is a
<PAGE>   101
                                                                               3



Public Market at the time of such redemption, at a redemption price (expressed
as a percentage of principal amount) of 109.75% plus accrued and unpaid
interest to the redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest
payment date in respect of then outstanding Securities); provided, however,
that at least $50 million of the Securities remain outstanding after each such
redemption.

                 At any time on or prior to June 1, 2002, the Securities may
also be redeemed in whole, but not in part, at the option of the Company upon
the occurrence of a Change of Control, upon not less than 30 nor more than 60
days' prior notice (but in no event more than 90 days after the occurrence of
such Change of Control) mailed by first-class mail to each Holder's registered
address, at a redemption price equal to 100% of the principal amount thereof
plus the Applicable Premium as of and accrued but unpaid interest to, the date
of redemption (subject to the right of holders of record on the relevant record
date to receive interest due on the relevant interest payment date in respect
of then outstanding Securities).

6.       Notice of Redemption

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

7.       Put Provisions

                 Upon a Change of Control, any Holder of Securities will have
the right to cause the Company to repurchase all or any part of the Securities
of such Holder at a repurchase price equal to 101% of the principal amount
thereof plus accrued interest to the date of repurchase as provided in, and
subject to the terms of, the Indenture.

8.       Subordination

                 The Securities are subordinated to Senior Indebtedness, as
defined in the Indenture.  To the extent provided in the Indenture, Senior
Indebtedness must be paid before the Securities may be paid.  The Company
agrees, and each Securityholder by accepting a Security agrees, to the
subordination provisions contained in the Indenture and authorizes the Trustee
to give them effect and appoints the Trustee as attorney-in-fact for such
purpose.
<PAGE>   102
                                                                               4




9.       Denominations; Transfer; Exchange

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

10.      Persons Deemed Owners

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

11.      Unclaimed Money

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

12.      Defeasance

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

13.      Amendment, Waiver

                 Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount of the outstanding
Securities and (ii) any default or noncompliance with any provision may be
waived with the written consent of the Holders of a majority in principal
amount of the outstanding Securities.  Subject to certain exceptions set forth
in the Indenture, without the consent of any Securityholder, the Company and
the Trustee may amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 5 of the
Indenture, or to provide for uncertificated Securities in addition to or in
place of certificated Securities, or to add guarantees with respect to the
Securities or to secure the Securities, or to add additional covenants or
surrender rights and powers conferred on the Company or Communications or to
comply with any request of the SEC in connection with qualifying the
<PAGE>   103
                                                                               5



Indenture under the Act, or to make any change that does not adversely affect
the rights of any Securityholder, or to provide for the issuance of Exchange
Notes.

14.      Defaults and Remedies

                 Under the Indenture, Events or Default include (i) default for
30 days in payment of interest on the Securities; (ii) default in payment of
principal on the Securities at maturity, upon required repurchase, upon
required repurchase, upon redemption pursuant to paragraph 5 of the Securities,
upon required repurchase, upon declaration or otherwise; (iii) failure by the
Company to comply with other agreements in the Indenture or the Securities, in
certain cases subject to notice and lapse of time; (iv) certain accelerations
(including failure to pay within any grace period after final maturity) of
other Indebtedness of the Company or its Subsidiaries if the amount accelerated
(or so unpaid) exceeds $20.0 million and such acceleration or failure to pay is
not rescinded or cured, including by way of repayment, within a 10 day period;
(v) certain events of bankruptcy or insolvency with respect to the Company or
any Significant Subsidiary; and (vi) certain final, non-appealable judgments or
decrees for the payment of money in excess of $20.0 million.  If an Event of
Default occurs and is continuing, the Trustee or Holders of at least 25% in
principal amount of the Securities may declare all the Securities to be due and
payable immediately.  Certain events of bankruptcy or insolvency are Events of
Default which will result in the Securities being due and payable immediately
upon the occurrence of such Events of Default.

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

15.      Trustee Dealings with the Company

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

16.      No Recourse Against Others

                 A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation.  By accepting
<PAGE>   104
                                                                               6



a Security, each Securityholder waives and releases all such liability.  The
waiver and release are part of the consideration for the issue of the
Securities.

17.      Authentication

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

18.      Abbreviations

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

19.      CUSIP Numbers

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

20.      Governing Law

                 This Security shall be governed by, and construed in
accordance with, the laws of the State of New York but without giving effect to
applicable principles of conflicts of law to the extent that the application of
the laws of another jurisdiction would be required thereby.

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



                                  Viasystems, Inc.
                                  101 South Hanley Road, Suite 400
                                  St. Louis, MO  63105

                                  Attention of General Counsel


________________________________________________________________________________

<PAGE>   105
                                ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

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

and irrevocably appoint                 agent to transfer this Security on the
books of the Company.  The agent may substitute another to act for him.



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


Date:                   Your Signature
      ---------------                  --------------------

Signature Guarantee:
                      ------------------------------------
                                           (Signature must be guaranteed)



--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.
<PAGE>   106
                       OPTION OF HOLDER TO ELECT PURCHASE


                 If you want to elect to have this Security purchased by the
Company pursuant to Section 4.6 or 4.8 of the Indenture, check the box:


                 If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.6 or 4.8 of the Indenture, state
the amount in principal amount (must be integral multiple of $1,000): $


Date:                     Your Signature:
      ---------------                    --------------------------
                          (Sign exactly as your name appears on the other side
                          of the Security)



Signature Guarantee:
                     ---------------------------------------
                          (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.
<PAGE>   107

                                                                       EXHIBIT C

            [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
                TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS]


                                                                        [date]



Viasystems, Inc.
c/o The Bank of New York
101 Barclay Street, Floor 21 West
New York, NY 10286
Attention:  Corporate Trust Administration

Ladies and Gentlemen:

                 This certificate is delivered to request a transfer of $______
principal amount of the 9 3/4% Series B Senior Subordinated Notes due 2007 (the
"Notes") of Viasystems, Inc. (the "Company").

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

                 Name:
                 Address:
                 Taxpayer ID Number:

                 The undersigned represents and warrants to you that:

                 (1)      We are an institutional "accredited investor" (as
defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act of 1933,
as amended (the "Securities Act")), purchasing for our own account or for the
account of an institutional "accredited investor" at least $250,000 principal
amount of the Notes, and we are acquiring the Notes not with a view to, or for
offer or sale in connection with, any distribution in violation of the
Securities Act.  We have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our
investment in the Notes and invest in or purchase securities similar to the
Notes in the normal course of our business.  We and any accounts for which we
are acting are each able to bear the economic risk of our or its investment.
<PAGE>   108
                                                                               2



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

                                  TRANSFEREE:

                                  BY:
<PAGE>   109
                                                                               3




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


                                                  Taxpayer ID
Name                  Address                        Number:
----                  -------                        ------




Very truly yours,

[Name of Transferor]





By:
   ------------------------------              ------------------------------
   Name:                                       Signature Medallion Guaranteed
   Title:

<PAGE>   110

                                                                       EXHIBIT D

               [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
                    WITH TRANSFERS PURSUANT TO REGULATION S]

                                                              [date]

Viasystems, Inc.
c/o The Bank of New York
101 Barclay Street, Floor 21 West
New York, NY 10286
Attention:  Corporate Trust Administration


                                  Re:      VIASYSTEMS, INC. (the "Company")
                                           9 3/4% Series B Senior Subordinated
                                           Notes due 2007 (the "Notes")
                                           -----------------------------------



Ladies and Gentlemen:

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

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

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

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

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

                 In addition, if the sale is made during a restricted period
and the provisions of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are
applicable thereto, we confirm that such sale has been made in accordance with
the applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may
be.

                 You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or
<PAGE>   111
                                                                               2



legal proceedings or official inquiry with respect to the matters covered
hereby.  Terms used in this certificate have the meanings set forth in
Regulation S.

                 Very truly yours,

                 [Name of Transferor]


   By:
      ----------------------------               ----------------------------
      Authorized Signature                       Signature Medallion Guaranteed