<PAGE>

                                                               EXECUTION VERSION

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

                             NEENAH FOUNDRY COMPANY,

                                   AS ISSUER,

                          ADVANCED CAST PRODUCTS, INC.,

                               DALTON CORPORATION,

               DALTON CORPORATION, WARSAW MANUFACTURING FACILITY,

               DALTON CORPORATION, STRYKER MACHINING FACILITY CO.,

               DALTON CORPORATION, ASHLAND MANUFACTURING FACILITY,

            DALTON CORPORATION, KENDALLVILLE MANUFACTURING FACILITY,

                              DEETER FOUNDRY, INC.,

                             GREGG INDUSTRIES, INC.,

                            MERCER FORGE CORPORATION,

                             A&M SPECIALTIES, INC.,

                             NEENAH TRANSPORT, INC.,

                               CAST ALLOYS, INC.,

                              BELCHER CORPORATION,

                              PEERLESS CORPORATION,

                            AS SUBSIDIARY GUARANTORS

                                       AND

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

                              THE BANK OF NEW YORK,

                                   AS TRUSTEE

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

                                    INDENTURE

                           DATED AS OF OCTOBER 8, 2003

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

                               UP TO $133,130,000

                        11% SENIOR SECURED NOTES DUE 2010

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

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                                TABLE OF CONTENTS

<TABLE>
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ARTICLE I             DEFINITIONS AND INCORPORATION BY REFERENCE..................................      1

         Section 1.1.          Definitions........................................................      1

         Section 1.2.          Incorporation by Reference of TIA..................................     24

         Section 1.3.          Rules of Construction..............................................     25

ARTICLE II            THE NOTES...................................................................     25

         Section 2.1.          Form and Dating....................................................     25

         Section 2.2.          Execution and Authentication.......................................     27

         Section 2.3.          Registrar and Paying Agent.........................................     27

         Section 2.4.          Paying Agent to Hold Assets in Trust...............................     28

         Section 2.5.          Noteholder Lists...................................................     28

         Section 2.6.          Transfer and Exchange..............................................     29

         Section 2.7.          Replacement Notes..................................................     43

         Section 2.8.          Outstanding Notes..................................................     43

         Section 2.9.          Treasury Notes.....................................................     44

         Section 2.10.         Temporary Notes....................................................     44

         Section 2.11.         Cancellation.......................................................     44

         Section 2.12.         Defaulted Interest.................................................     45

         Section 2.13.         Persons Deemed Owners..............................................     46

         Section 2.14.         Issuance of Additional Notes.......................................     46

         Section 2.15.         CUSIP Numbers......................................................     46

ARTICLE III           REDEMPTION..................................................................     47

         Section 3.1.          Right of Redemption................................................     47

         Section 3.2.          Notices to Trustee.................................................     47

         Section 3.3.          Selection of Notes to Be Redeemed..................................     47

         Section 3.4.          Notice of Redemption...............................................     48

         Section 3.5.          Effect of Notice of Redemption.....................................     49

         Section 3.6.          Deposit of Redemption Price........................................     49

         Section 3.7.          Notes Redeemed in Part.............................................     50

         Section 3.8.          Optional Redemption................................................     50
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         Section 3.9.          Mandatory Redemption................................................    50

ARTICLE IV            COVENANTS....................................................................    50

         Section 4.1.          Payment of Notes....................................................    50

         Section 4.2.          Maintenance of Office or Agency.....................................    51

         Section 4.3.          Corporate Existence.................................................    51

         Section 4.4.          Payment of Taxes and Other Claims...................................    51

         Section 4.5.          Maintenance of Properties and Insurance.............................    52

         Section 4.6.          Compliance Certificate; Notice of Default...........................    52

         Section 4.7.          Reports.............................................................    53

         Section 4.8.          Limitation on Status as Investment Company..........................    53

         Section 4.9.          Waiver of Stay, Extension or Usury Laws.............................    53

         Section 4.10.         Rule 144A Information Requirement...................................    54

         Section 4.11.         Limitation on the Incurrence of Indebtedness and Issuance of
                               Disqualified Stock..................................................    54

         Section 4.12.         Limitation on Restricted Payments...................................    56

         Section 4.13.         Limitation on Liens.................................................    59

         Section 4.14.         Limitation on Dividends and Other Payment Restrictions Affecting
                               Subsidiaries........................................................    60

         Section 4.15.         Limitation on Transactions with Affiliates..........................    61

         Section 4.16.         Limitation on Lines of Business.....................................    62

         Section 4.17.         Sale and Leaseback Transactions.....................................    62

         Section 4.18.         Future Guarantors...................................................    62

         Section 4.19.         Payments for Consent................................................    62

         Section 4.20.         Asset Sales.........................................................    63

         Section 4.21.         Change of Control...................................................    66

         Section 4.22.         Calculation of Original Issue Discount..............................    68

ARTICLE V             SUCCESSORS...................................................................    69

         Section 5.1.          Limitation on Merger, Consolidation or Sale of Assets...............    69

         Section 5.2.          Successor Corporation Substituted...................................    70

ARTICLE VI            EVENTS OF DEFAULT AND REMEDIES...............................................    70
</TABLE>

                                       ii

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                                TABLE OF CONTENTS
                                   (CONTINUED)

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         Section 6.1.          Events of Default...................................................    70

         Section 6.2.          Acceleration of Maturity Date; Rescission and Annulment.............    72

         Section 6.3.          Collection of Indebtedness and Suits for Enforcement by Trustee.....    74

         Section 6.4.          Trustee May File Proofs of Claim....................................    74

         Section 6.5.          Trustee May Enforce Claims Without Possession of Notes..............    75

         Section 6.6.          Priorities..........................................................    75

         Section 6.7.          Limitation on Suits.................................................    76

         Section 6.8.          Unconditional Right of Holders to Receive Principal and Interest....    77

         Section 6.9.          Rights and Remedies Cumulative......................................    77

         Section 6.10.         Delay or Omission Not Waiver........................................    77

         Section 6.11.         Control by Holders..................................................    77

         Section 6.12.         Waiver of Past Default..............................................    78

         Section 6.13.         Undertaking for Costs...............................................    78

         Section 6.14.         Restoration of Rights and Remedies..................................    79

ARTICLE VII           TRUSTEE......................................................................    79

         Section 7.1.          Duties of Trustee...................................................    79

         Section 7.2.          Rights of Trustee...................................................    80

         Section 7.3.          Individual Rights of Trustee........................................    82

         Section 7.4.          Trustee's Disclaimer................................................    82

         Section 7.5.          Notice of Default...................................................    82

         Section 7.6.          Reports by Trustee to Holders.......................................    82

         Section 7.7.          Compensation and Indemnity..........................................    82

         Section 7.8.          Replacement of Trustee..............................................    84

         Section 7.9.          Successor Trustee by Merger, Etc....................................    85

         Section 7.10.         Eligibility; Disqualification.......................................    85

         Section 7.11.         Preferential Collection of Claims Against Company...................    86
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                                      iii

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         Section 7.12.         "Trustee" to Include Paying Agent.....................................    86

ARTICLE VIII          LEGAL DEFEASANCE AND COVENANT DEFEASANCE.......................................    86

         Section 8.1.          Option to Effect Legal Defeasance or Covenant Defeasance..............    86

         Section 8.2.          Legal Defeasance and Discharge........................................    86

         Section 8.3.          Covenant Defeasance...................................................    87

         Section 8.4.          Conditions to Legal or Covenant Defeasance............................    87

         Section 8.5.          Deposited Money and Government Securities to be Held in Trust; Other
                               Miscellaneous Provisions..............................................    89

         Section 8.6.          Repayment to Company..................................................    89

         Section 8.7.          Reinstatement.........................................................    90

         Section 8.8.          Discharge of Liability on Securities; Defeasance......................    90

ARTICLE IX            AMENDMENTS, SUPPLEMENTS AND WAIVERS............................................    90

         Section 9.1.          Without Consent of Holders............................................    90

         Section 9.2.          With Consent of Holders...............................................    91

         Section 9.3.          Compliance with TIA...................................................    93

         Section 9.4.          Revocation and Effect of Consents.....................................    93

         Section 9.5.          Notation on or Exchange of Notes......................................    93

         Section 9.6.          Trustee to Sign Amendments, Etc.......................................    94

ARTICLE X             GUARANTEE OF NOTES.............................................................    94

         Section 10.1.         Subsidiary Guarantee..................................................    94

         Section 10.2.         Execution and Delivery of Subsidiary Guarantee........................    95

         Section 10.3.         Subsidiary Guarantors May Consolidate, etc., on Certain Terms.........    96

         Section 10.4.         Releases Following Sale of Assets.....................................    97

         Section 10.5.         Releases Following Designation as an Unrestricted Subsidiary..........    98

         Section 10.6.         Limitation on Subsidiary Guarantor Liability..........................    98

ARTICLE XI            COLLATERAL AND COLLATERAL DOCUMENTS............................................    98

         Section 11.1.         Collateral and Collateral Documents...................................    98
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         Section 11.2.         Application of Proceeds of Collateral...............................    99

         Section 11.3.         Possession, Use and Release of Collateral...........................    99

         Section 11.4.         Opinion of Counsel..................................................   100

         Section 11.5.         Further Assurances..................................................   101

         Section 11.6.         Trust Indenture Act Requirements....................................   101

         Section 11.7.         Suits to Protect the Collateral.....................................   101

         Section 11.8.         Purchaser Protected.................................................   102

         Section 11.9.         Powers Exercisable by Receiver or Trustee...........................   102

         Section 11.10.        Release Upon Termination of Company's Obligations...................   102

ARTICLE XII           MISCELLANEOUS................................................................   103

         Section 12.1.         TIA Controls........................................................   103

         Section 12.2.         Notices.............................................................   103

         Section 12.3.         Communications by Holders with Other Holders........................   104

         Section 12.4.         Certificate and Opinion as to Conditions Precedent..................   104

         Section 12.5.         Statements Required in Certificate or Opinion.......................   104

         Section 12.6.         Rules by Trustee, Paying Agent, Registrar...........................   105

         Section 12.7.         Business Day........................................................   105

         Section 12.8.         Governing Law.......................................................   106

         Section 12.9.         No Adverse Interpretation of Other Agreements.......................   106

         Section 12.10.        No Recourse Against Others..........................................   106

         Section 12.11.        Successors..........................................................   106

         Section 12.12.        Duplicate Originals.................................................   106

         Section 12.13.        Severability........................................................   106

         Section 12.14.        Table of Contents, Headings, Etc....................................   107

         Section 12.15.        Qualification of Indenture..........................................   107

         Section 12.16.        Registration Rights.................................................   107

EXHIBIT A         -        FORM OF NOTE............................................................   A-1

EXHIBIT B         -        FORM OF CERTIFICATE OF TRANSFER.........................................   B-1
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EXHIBIT C         -        FORM OF CERTIFICATE OF EXCHANGE..........................................   C-1

EXHIBIT D         -        FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR.....   D-1

EXHIBIT E         -        GUARANTEE................................................................   E-1
</TABLE>

                                       vi

<PAGE>


                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
   TIA                                                                                         INDENTURE
 SECTION                                                                                        SECTION
<S>                                                                                          <C>
310 (a)(1)........................................................................           Section 7.10
    (a)(2)........................................................................           Section 7.10
    (a)(3)........................................................................                   N.A.
    (a)(4)........................................................................                   N.A.
    (a)(5)........................................................................           Section 7.8,
                                                                                             Section 7.10
    (b)...........................................................................           Section 7.10
    (b)(1)........................................................................           Section 7.10
    (c)...........................................................................                   N.A.
311 (a)...........................................................................           Section 7.11
    (b)...........................................................................           Section 7.11
    (c)...........................................................................                   N.A.
312 (a)...........................................................................            Section 2.5
    (b)...........................................................................           Section 12.3
    (c)...........................................................................           Section 12.3
313 (a)...........................................................................            Section 7.6
    (b)...........................................................................            Section 7.6
    (b)(1)........................................................................                   N.A.
    (b)(2)........................................................................                   N.A.
    (c)...........................................................................            Section 7.6
    (d)...........................................................................                   N.A.
314 (a)...........................................................................                   N.A.
    (a)(4)........................................................................            Section 4.6
    (b)...........................................................................                   N.A.
    (c)(1)........................................................................                   N.A.
    (c)(2)........................................................................                   N.A.
    (c)(3)........................................................................                   N.A.
    (d)...........................................................................                   N.A.
    (e)...........................................................................                   N.A.
    (f)...........................................................................                   N.A.
315 (a)...........................................................................                   N.A.
    (b)...........................................................................                   N.A.
    (c)...........................................................................                   N.A.
    (d)...........................................................................                   N.A.
    (e)...........................................................................                   N.A.
316 (a)...........................................................................                   N.A.
    (a)(1)(A).....................................................................                   N.A.
    (a)(1)(B).....................................................................                   N.A.
    (a)(2)........................................................................                   N.A.
</TABLE>

                                       i

<PAGE>
                             CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
   TIA                                                                                INDENTURE
 SECTION                                                                               SECTION
<S>                                                                                   <C>
    (b)...........................................................................       N.A.
317 (a)(1)........................................................................       N.A.
    (a)(2)........................................................................       N.A.
    (b)...........................................................................       N.A.
318 (a)...........................................................................       N.A.
</TABLE>

N.A. means Not Applicable.

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

                                       ii

<PAGE>

                  INDENTURE, dated as of October 8, 2003, between Neenah Foundry
Company, a Wisconsin corporation (the "Company"), each Subsidiary Guarantor
listed on the signature pages hereto or which becomes a party hereto pursuant to
a supplemental indenture and The Bank of New York, a New York banking
corporation, as Trustee.

                  The Company, the Subsidiary Guarantors and the Trustee agree
as follows for the equal and rateable benefit of the Holders of the 11% Senior
Secured Notes due 2010 (the "Notes"):

                                   ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.1. DEFINITIONS.

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

                  "Acceleration Notice" shall have the meaning specified in
Section 6.2.

                  "ACP Holding" means ACP Holding Company, a Delaware
corporation.

                  "Acquired Debt" means, with respect to any specified Person:
(i) Indebtedness of any other Person existing at the time such other Person
merged with or into or became a Restricted Subsidiary of such specified Person,
including, without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Restricted Subsidiary of such specified Person and (ii) Indebtedness secured by
a Lien encumbering any asset acquired by such specified Person.

                  "Additional Notes" means any Notes (other than Initial Notes
and Exchange Notes and Notes issued under Sections 2.6, 2.7, 2.10 and 3.1
hereof) issued under this Indenture in accordance with Sections 2.2, 2.14 and
4.11 hereof, as part of the same series as the Initial Notes or as an additional
series.

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

<PAGE>

otherwise; provided, however, that beneficial ownership of 10% or more of the
voting securities (or the equivalents) of a Person shall be deemed to be
control.

                  "Affiliate Transaction" shall have the meaning specified in
Section 4.15.

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

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

                  "Asset Sale" means any sale, transfer or other disposition
(including, without limitation, by merger, consolidation or sale-and-leaseback
transaction) of (i) shares of Capital Stock of a Subsidiary of the Company
(other than directors' qualifying shares), including any issuance of such
Capital Stock, or (ii) property or assets of the Company or any Restricted
Subsidiary of the Company other than in the ordinary course of business;
provided, however, that an Asset Sale shall not include (a) any sale, transfer
or other disposition of shares of Capital Stock, property or assets by a
Restricted Subsidiary of the Company to the Company or to any Restricted
Subsidiary that is a Wholly Owned Subsidiary of the Company, (b) any sale,
transfer or other disposition of defaulted receivables for collection, (c) any
sales, transfers or other dispositions that do not involve aggregate
consideration in excess of $2,500,000 in any fiscal year, (d) the grant in the
ordinary course of business of any license of patents, trademarks, registrations
therefor and other similar intellectual property, (e) any Lien (or foreclosure
thereon) securing Indebtedness to the extent that such Lien is granted in
compliance with Section 4.13, (f) any Restricted Payment or Permitted Investment
permitted by Section 4.12, (g) any disposition of assets or property to the
extent such assets are obsolete, worn-out or no longer useful in the Company's
or any Restricted Subsidiary's business, (h) the sale, lease, conveyance or
other disposition of all or substantially all of the assets of the Company as
permitted by Article V, (i) any disposition that constitutes a Change of
Control, (j) any transaction or series of transactions pertaining to sales,
transfers or other dispositions of properties or assets of the Company or any
Restricted Subsidiary in connection with closures of plants for a purchase price
not exceeding 10% of the total consolidated assets of the Company as reflected
on its consolidated balance sheet as of the Company's fiscal year end
immediately preceding the first sale of such property or assets, (k) the
disposition of any Investment in Cash Equivalents, (l) sales, leases and other
dispositions of the Non-Core Fixed Assets; or (m) so long as no Event of Default
exists, sales, leases and other dispositions of fixed assets that are worn,
scrap, excess, damaged or obsolete, the net proceeds of which are used to prepay
the outstanding principal amount of the Term Loan or the Revolver (regardless of
whether the corresponding revolving commitment thereunder is reduced in
connection therewith).

                  "Asset Sale Offer" shall have the meaning specified in Section
4.20.

                                       2

<PAGE>

                  "Attributable Debt" in respect of a sale and leaseback
transaction means, at the time of determination, the present value (discounted
at the interest rate borne by the Notes, compounded annually) of the obligation
of the lessee for net rental payments during the remaining term of the lease
included in such sale and leaseback transaction including any period for which
such lease has been extended or may, at the option of the lessor, be extended.

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

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

                  "Board of Directors" means, with respect to any Person, the
Board of Directors of such Person or any committee of the Board of Directors of
such Person authorized, with respect to any particular matter, to exercise the
power of the Board of Directors of such Person.

                  "Board Resolution" means, with respect to any Person, a duly
adopted resolution of the Board of Directors of such Person.

                  "Borrowing Base Amount" means, as to the Company and its
Restricted Subsidiaries, the sum of (x) 65% of the gross value of Inventory plus
(y) 85% of the gross value of Receivables, in each case, determined on a
consolidated basis in accordance with GAAP, as reflected in the most recent
quarterly consolidated financial statements delivered pursuant to Section 4.7.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which banking institutions in New York, New York
are authorized or obligated by law or executive order to close.

                  "Capital Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be so required to be capitalized on the
balance sheet in accordance with GAAP.

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

                                       3

<PAGE>

                  "Cash" means such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts.

                  "Cash Equivalents" means (i) United States dollars, (ii)
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof having maturities of
not more than twelve months from the date of acquisition, (iii) certificates of
deposit and Eurodollar time deposits with maturities of twelve months or less
from the date of acquisition, bankers' acceptances with maturities not exceeding
twelve months and overnight bank deposits, in each case with any domestic
commercial bank having capital and surplus in excess of $500,000,000, (iv)
repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (ii) and (iii) entered into with
any financial institution meeting the qualifications specified in clause (iii)
above, (v) commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. or Standard & Poor's Corporation and in each case
maturing within nine months after the date of acquisition and (vi) shares of any
money market mutual fund, or similar fund, in each case having assets in excess
of $500,000,000, which invests solely in investments of the types described in
clauses (i) through (v) above.

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

                  (1) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets
of ACP Holding, NFC Castings or the Company and the Restricted Subsidiaries,
taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of
the Exchange Act);

                  (2) the adoption of a plan relating to the liquidation or
dissolution of NFC Castings or ACP Holding (or any other direct or indirect
parent of the Company) or the Company;

                  (3) the consummation of any transaction, as a result of which
any "person" (as referenced in clause (2) above), other than the Permitted
Holders, becomes the Beneficial Owner, directly or indirectly, of, in the
aggregate, more than 50% of the total voting power of the Voting Stock of the
Company, NFC Castings or ACP Holding, whether as a result of issuance of
securities of NFC Castings or ACP Holding (or any other direct or indirect
parent of the Company) or the Company, any merger, consolidation, liquidation or
dissolution of NFC Castings or ACP Holding (or any other direct or indirect
parent of the Company) or the Company or otherwise, provided, however, that the
Permitted Holders Beneficially Own, directly or indirectly, less than such
"person"; or

                  (4) the first day on which a majority of the members of the
Board of Directors of any of the Company, NFC Castings or ACP Holding are not
Continuing Directors;

provided, however, for purposes of clause (3), the Permitted Holders shall be
deemed to Beneficially Own any Voting Stock of a Person held by any other Person
(the "parent

                                       4

<PAGE>

entity") so long as the Permitted Holders Beneficially Own, directly or
indirectly, in the aggregate a majority of the voting power of the Voting Stock
of the parent entity.

                  "Change of Control Offer" shall have the meaning specified in
Section 4.21.

                  "Change of Control Payment Date" shall have the meaning
specified in Section 4.21.

                  "Change of Control Put Date" shall have the meaning specified
in Section 4.21.

                  "Change of Control Repurchase Price" shall have the meaning
specified in Section 4.21.

                  "Clearstream" means Clearstream Banking S.A. and any successor
thereto.

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

                  "Collateral" means all of the property in which the Company or
any Restricted Subsidiary now or hereafter has rights or the power to pledge or
transfer a security interest to secure all Obligations under the Notes, pursuant
to the Collateral Documents, including all of the assets that are subject to
Priority Liens.

                  "Collateral Documents" means each security agreement among the
Trustee (on behalf of the Noteholders), and each of the Company, the Restricted
Subsidiaries and each stock pledge, deed of trust and mortgage executed by the
Company or any Restricted Subsidiary creating a lien that secures the Notes and
the Subsidiary Guarantees and each collateral assignment of any other documents
creating a Lien that, after giving effect to such collateral assignment, secures
the Notes or any Subsidiary Guarantee each, as may be amended, supplemented or
otherwise modified from time to time.

                  "Commission" means the Securities and Exchange Commission.

                  "Commitment Fee" means the Commitment Fee payable to the
Permitted Holders pursuant to the Standby Funding Commitment Letters, dated June
30, 2003, between the Company and each of the Permitted Holders.

                  "Commodity Agreement" means any commodity futures contract,
commodity option or other similar agreement or arrangement entered into by the
Company or any of its Restricted Subsidiaries designed to protect the Company or
any of its Restricted Subsidiaries against fluctuations in the price of
commodities actually used in the ordinary course of business of the Company and
its Restricted Subsidiaries each, as may be amended, supplemented or otherwise
modified from time to time.

                                       5

<PAGE>

                  "Common Stock" means, with respect to any Person, Capital
Stock of such Person that does not rank prior, as to the payment of dividends or
as to the distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of such Person, to shares of Capital Stock of any
other class of such Person.

                  "Company" means the party named as such in the first paragraph
of this Indenture until a successor replaces it pursuant to this Indenture, and
thereafter means such successor.

                  "Consolidated Coverage Ratio" as of any date of determination
means the ratio of (i) the aggregate amount of EBITDA for the period of the most
recent four consecutive fiscal quarters ending at least 45 days prior to the
date of such determination to (ii) Consolidated Interest Expense for such four
fiscal quarters; provided, however, that

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

                  (2)      if since the beginning of such period the Company or
any Restricted Subsidiary shall have disposed of any assets constituting all or
substantially all of the assets of an operating unit of a business (a
"Disposal"), (x) the EBITDA for such period shall be reduced by an amount equal
to the EBITDA (if positive) directly attributable to the assets which are the
subject of such Disposal for such period or increased by an amount equal to the
EBITDA (if negative) directly attributable thereto for such period and (y)
Consolidated Interest Expense for such period shall be reduced by an amount
equal to the Consolidated Interest Expense directly attributable to any
Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased,
defeased or otherwise discharged with respect to the Company and its continuing
Restricted Subsidiaries in connection with such Disposal for such period (or, if
the Capital Stock of any Restricted Subsidiary is sold, the Consolidated
Interest Expense for such period directly attributable to the Indebtedness of
such Restricted Subsidiary to the extent the Company and its continuing
Restricted Subsidiaries are no longer liable for such Indebtedness after such
sale);

                  (3)      if since the beginning of such period the Company or
any Restricted Subsidiary (by merger or otherwise) shall have made an Investment
in any

                                       6

<PAGE>

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

                  (4)      if since the beginning of such period any Person
(that subsequently became a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) shall
have made any Disposal or any Investment or acquisition of assets that would
have required an adjustment pursuant to clause (2) or (3) above if made by the
Company or a Restricted Subsidiary during such period, EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving pro forma
effect thereto as if such Disposal, Investment or acquisition of assets occurred
on the first day of such period.

                  For purposes of this definition, whenever pro forma effect is
to be given to 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 as at the date of determination in excess of 12 months). If
any Indebtedness bears, at the option of the Company or a Restricted Subsidiary,
a fixed or floating rate of interest and is being given pro forma effect, then
(i) if any interest had accrued on such Indebtedness prior to the date of
determination, the interest expense on such Indebtedness shall be computed by
applying a fixed or floating rate of interest as selected by the Company or such
Restricted Subsidiary for the interest period immediately preceding such
determination or (ii) if no interest accrued on such Indebtedness prior to the
date of determination, the interest expense on such Indebtedness shall be
computed by applying, at the option of the Company or such Restricted
Subsidiary, either a fixed or floating rate. If any Indebtedness which is being
given pro forma effect was incurred under a revolving credit facility that was
in effect throughout the applicable period, the interest expense on such
Indebtedness shall be computed based upon the average daily balance of such
Indebtedness during the applicable period.

                  "Consolidated Interest Expense" means, with respect to any
Person for any period, the aggregate consolidated interest, whether expensed or
capitalized, paid, accrued or scheduled to be paid or accrued, of such Person
and its Restricted Subsidiaries for such period (including (i) amortization of
original issue discount and deferred financing costs and non-cash interest
payments and accruals, (ii) the interest portion of all deferred payment
obligations, calculated in accordance with the effective interest method,

                                       7

<PAGE>

and (iii) the interest component of any payments associated with Capital Lease
Obligations and net payments (if any) pursuant to Hedging Obligations, in each
case, to the extent attributable to such period, but excluding (x) commissions,
discounts and other fees and charges incurred with respect to letters of credit
and bankers' acceptances financing and (y) any interest expense on Indebtedness
of another Person that is Guaranteed by such Person or secured by a Lien on
assets of such Person) determined in accordance with GAAP. Consolidated Interest
Expense of the Company shall not include any prepayment premiums or amortization
of original issue discount or deferred financing costs, to the extent such
amounts are incurred as a result of the prepayment on the date of this Indenture
of any Indebtedness of the Company with the proceeds of the Notes.

                  "Consolidated Net Income" means, with respect to any Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period on a consolidated basis, determined in
accordance with GAAP, adjusted to exclude (only to the extent included and
without duplication): (i) all gains which are extraordinary or are non-recurring
(including any gain from the sale or other disposition of assets outside the
ordinary course of business or from the issuance or sale of Capital Stock); (ii)
all gains resulting from currency or hedging transactions; (iii) the Net Income
of any Person acquired in a pooling of interests transaction for any period
prior to the date of such acquisition; (iv) depreciation, amortization or other
expenses recorded as a result of the application of purchase accounting in
accordance with Statements of Financial Accounting Standards Nos. 141 and 142;
and (v) the cumulative effect of a change in accounting principles; provided
that (a) the Net Income of any Person that is not a Subsidiary or that is
accounted for by the equity method of accounting shall be included only to the
extent of the amount of cash dividends or cash distributions actually paid to
the referent Person or a Wholly Owned Subsidiary thereof that is a Restricted
Subsidiary and (b) the Net Income of any Person that is an Unrestricted
Subsidiary shall be included only to the extent of the amount of cash dividends
or cash distributions paid to the referent Person or a Restricted Subsidiary
thereof.

                  "Continuing Director" means, as of any date of determination,
any member of the Board of Directors of the Company, NFC Castings or ACP Holding
who (i) was a member of such Board of Directors on the date of this Indenture,
(ii) was nominated for election or elected to such Board of Directors 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) was
selected by MacKay Shields LLC, Citicorp Mezzanine III, L.P. or the Trust
Company of the West.

                  "Covenant Defeasance" shall have the meaning specified in
Section 8.3.

                  "Credit Agreement" means the Credit Agreement, dated the date
hereof, among the Company, certain of the Subsidiary Guarantors party thereto,
the lenders from time to time party to such agreement, Fleet Capital
Corporation, as Agent and Fleet Securities, Inc., as Arranger, including any
related notes, collateral documents, letters of credit and documentation and
guarantees and any appendices, exhibits or schedules to

                                       8

<PAGE>

any of the foregoing, as well as any and all of such agreements (and any other
agreements that refinance any and all such agreements in accordance with the
provisions of Section 4.11(viii)), as may be amended, restated, modified or
supplemented from time to time, or renewed, refunded, refinanced, restructured,
replaced, repaid or extended from time to time (including increases in principal
amount) in accordance with the provisions of Section 4.11(viii), whether with
the original agents and lenders or with other agents or lenders.

                  "Credit Agreement Refinancing Indebtedness" means Indebtedness
issued in exchange for, or the proceeds of which are used to extend, refinance,
renew, replace, defease or refund Indebtedness incurred pursuant to the Credit
Agreement.

                  "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

                  "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect the Company or any of its Restricted Subsidiaries in the ordinary course
of business against fluctuation in the values of the currencies of the countries
(other than the United States) in which the Company or its Restricted
Subsidiaries conduct business each, as may be amended, supplemented or otherwise
modified from time to time.

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

                  "Defaulted Interest" shall have the meaning specified in
Section 2.12.

                  "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.6 or 2.10
hereof, in substantially the form of Exhibit A hereto except that such Note
shall not bear the Global Note Legend and shall not have the "Schedule of
Exchanges of Interests in the Global Note" attached thereto.

                  "Depositary" means, with respect to the Notes issuable or
issued in whole or in part in global form, the person specified in Section 2.3
as the Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

                  "Disqualified Stock" means any Capital Stock which, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable or is convertible or exchangeable for Indebtedness at the option
of the holder thereof, in whole or in part, on or prior to 90 days after the
Stated Maturity of the Notes; provided that any Capital Stock that would not
constitute Disqualified Stock but for provisions thereof giving holders thereof
the

                                       9

<PAGE>

right to require such Person to repurchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or "change of control" occurring prior to the
Stated Maturity of the Notes shall not constitute Disqualified Stock if (i) the
"asset sale" or "change of control" provisions applicable to such Capital Stock
are no more favorable to the holders of such Capital Stock than the provisions
in favor of Holders of Notes set forth under Section 4.20 and Section 4.21, as
the case may be, (ii) such Capital Stock specifically provides that such Person
will not repurchase or redeem any such stock pursuant to such provision prior to
the Company's repurchase of such Notes as are required to be repurchased
pursuant to Section 4.20 and Section 4.21 and (iii) such Capital Stock is
redeemable within 90 days of the "asset sale" or "change of control" events
applicable to such Capital Stock.

                  "Distribution Compliance Period" means the 40-day distribution
compliance period as defined in Regulation S.

                  "Domestic Restricted Subsidiary" means any Restricted
Subsidiary other than (a) a Foreign Restricted Subsidiary or (b) a Subsidiary of
a Foreign Restricted Subsidiary.

                  "DTC" shall have the meaning specified in Section 2.3.

                  "EBITDA" means, for any period, an amount equal to, for the
Company and its consolidated Restricted Subsidiaries:

                           (a) the sum of Consolidated Net Income for such
                  period, plus the following to the extent reducing Consolidated
                  Net Income for such period:

                           (1) the provision for taxes based on income or
                  profits or utilized in computing net loss,

                           (2) Consolidated Interest Expense,

                           (3) depreciation,

                           (4) amortization of intangibles, and

                           (5) any other non-cash items (other than any such
                  non-cash item to the extent that it represents an accrual of,
                  or reserve for, cash expenditures in any future period), minus

                           (b) all non-cash items increasing Consolidated Net
                  Income for such period (other than any such non-cash item to
                  the extent that it will result in the receipt of cash payments
                  in any future period).

                  Notwithstanding the foregoing clause (a), the provision for
taxes and the depreciation, amortization and non-cash items of a Restricted
Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to
the extent (and in the same

                                       10

<PAGE>

proportion) that the net income of such Restricted Subsidiary was included in
calculating Consolidated Net Income and only if a corresponding amount would be
permitted at the date of determination to be dividended to the Company by such
Restricted Subsidiary without prior approval (that has not been obtained),
pursuant to the terms of its charter and all agreements, instruments, judgments,
decrees, orders, statutes, rules and governmental regulations applicable to such
Restricted Subsidiary or its shareholders.

                  "Equity Interests" means Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock).

                  "Euroclear" means Euroclear Bank, S.A./N.V., as operator of
the Euroclear systems, and any successor thereto.

                  "Event of Default" shall have the meaning specified in Section
6.1.

                  "Excess Proceeds" shall have the meaning specified in Section
4.20.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated by the Commission thereunder.

                  "Exchange Notes" means Notes registered under the Securities
Act to be exchanged for Notes not so registered, pursuant to and as set forth in
the Registration Rights Agreement.

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

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

                  "Fair Market Value" means, with respect to any asset, the
price (after taking into account any liabilities relating to such assets) which
could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of which is under pressure
or compulsion to complete the transaction; provided, that, the Fair Market Value
of any such asset or assets shall be determined by the Board of Directors of the
Company, acting in good faith and by unanimous resolution, and which
determination shall be evidenced by an Officers' Certificate delivered to the
Trustee.

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

                  "GAAP" means generally accepted accounting principles 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

                                       11

<PAGE>

Financial Accounting Standards Board or in such other statements by such other
entity as have been approved by a significant segment of the accounting
profession, which are in effect in the United States on the date of this
Indenture.

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

                  "Global Notes" means the global Notes in the form of Exhibit A
hereto that contain the Global Note Legend, issued in accordance with Article 2
hereof.

                  "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness as may be amended, supplemented or otherwise modified from time
to time.

                  "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) Interest Rate Agreements, (ii) Currency
Agreements and (iii) Commodity Agreements.

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

                  "IAI Global Note" means a Global Note in the form of Exhibit A
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with and registered in the name of the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of
the Notes sold to Institutional Accredited Investors, if any, to the extent
required by Applicable Procedures.

                  "Inactive Subsidiaries" means Cast Alloys, Inc., Belcher
Corporation, Peerless Corporation and Dalton Corporation, Ashland Manufacturing
Facility.

                  "Indebtedness" means, with respect to any Person, without
duplication, any indebtedness of such Person, whether or not contingent, in
respect of borrowed money or evidenced by bonds, notes, debentures or similar
instruments or letters of credit (or reimbursement agreements in respect
thereof) or bankers' acceptances or representing Capital Lease Obligations or
the balance deferred and unpaid of the purchase price of any property or
representing any Hedging Obligations, except any such balance that constitutes
an accrued expense or trade payable, if and to the extent any of the foregoing
indebtedness (other than letters of credit and Hedging Obligations) would appear
as a liability upon a balance sheet of such Person prepared in accordance with
GAAP, as well as all indebtedness of others secured by a Lien on any asset of
such Person (whether or not such indebtedness is assumed by such Person) and, to
the extent not otherwise included, the Guarantee of any Indebtedness of such
Person or any other Person.

                                       12

<PAGE>

                  "Indenture" means this Indenture, as amended or supplemented
from time to time in accordance with the terms hereof.

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

                  "Initial Notes" means $133,130,000 aggregate principal amount
of Notes issued under this Indenture on the date hereof.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act.

                  "Intercompany Indebtedness" shall have the meaning specified
in Section 4.11.

                  "Interest Payment Date" means the stated due date of an
installment of interest on the Notes.

                  "Interest Rate Agreement" means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement or arrangement entered into by the Company or any of its
Restricted Subsidiaries designed to protect the Company or any of its Restricted
Subsidiaries in the ordinary course of business against fluctuations in interest
rates each, as may be amended, supplemented or otherwise modified from time to
time.

                  "Inventory" means, with respect to the Company and its
Restricted Subsidiaries, the consolidated inventory of the Company, determined
at the lower of cost or market in accordance with GAAP.

                  "Investments" means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the forms
of direct or indirect loans (including Guarantees), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities and all other items that are or would be classified as investments on
a balance sheet prepared in accordance with GAAP.

                  "Issue Date" means the date of first issuance of the Notes
under this Indenture.

                  "Legal Defeasance" shall have the meaning specified in Section
8.2.

                  "Lenders" means, at any time, the parties to the Credit
Agreement then holding (or committed to provide) loans, letters of credit or
other extensions of credit that constitute (or when provided will constitute)
Indebtedness secured by a Priority Lien outstanding under the Credit Agreement.

                                       13

<PAGE>

                  "Letter of Transmittal" means the letter of transmittal, or
its electronic equivalent in accordance with the Applicable Procedures, to be
prepared by the Company and sent to all Holders of the Initial Notes or any
Additional Notes for use by such Holders in connection with an Exchange Offer.

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

                  "Lien Subordination Agreement" means that certain Lien
Subordination Agreement, dated as of the date hereof, by and among the Company,
the Restricted Subsidiaries, the Trustee (on behalf of the Noteholders) and the
Agent under the Credit Agreement, as amended (including any amendments and
restatements thereof), supplemented or otherwise modified from time to time.

                  "Net Income" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (i) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with (a) any sale of assets (including,
without limitation, dispositions pursuant to sale/leaseback transactions) or (b)
the disposition of any securities or the extinguishment of any Indebtedness of
such Person or any of its Restricted Subsidiaries, and (ii) any extraordinary
gain (but not loss), together with any related provision for taxes on such
extraordinary gain (but not loss).

                  "Net Proceeds" means the aggregate amount of consideration
received by the Company or any of its Restricted Subsidiaries in respect of any
Asset Sale in the form of cash or Cash Equivalents (including, without
limitation, any cash received upon the sale or other disposition of any non-cash
consideration received in any Asset Sale), net of the direct costs relating to
such Asset Sale (including, without limitation, legal, accounting and investment
banking fees, and sales commissions) and any relocation expenses incurred as a
result thereof, taxes paid or payable as a result thereof, amounts required to
be applied to the repayment of Indebtedness secured by a Lien on the asset or
assets (including Equity Interests) the subject of such Asset Sale and any
reserve for adjustment in respect of the sale price of such asset or assets.

                  "New Credit Facility" means the credit facilities provided
under the Credit Agreement.

                  "NFC Castings" means NFC Castings, Inc., a Delaware
corporation.

                                       14

<PAGE>

                  "Non-Core Fixed Assets" shall have the meaning specified in
the Credit Agreement as in effect on the date hereof.

                  "Non-Recourse Debt" means Indebtedness (i) as to which neither
the Company nor any of its Restricted Subsidiaries (a) provides credit support
of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (as guarantor or
otherwise), or (c) constitutes the lender; (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 of its
Restricted Subsidiaries to declare a default on such other Indebtedness or cause
the payment thereof to be accelerated or payable prior to its stated maturity;
and (iii) as to which the lenders have been notified in writing that they will
not have any recourse to the stock or assets of the Company or any of its
Restricted Subsidiaries.

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

                  "Note Lien" means a Lien granted pursuant to the Collateral
Documents as security for the Note Obligations and subordinated and subject to
the rights and remedies of the holders of the Priority Liens in accordance with
the terms of the Collateral Documents and the Lien Subordination Agreement.

                  "Note Obligations" means the Obligations under the Notes
(including, without limitation, any Additional Notes), the Subsidiary Guarantees
and all other Obligations of the Company or any Restricted Subsidiary under this
Indenture, the Notes (including without limitation, any Additional Notes), the
Subsidiary Guarantees and the Collateral Documents.

                  "Notes" shall have the meaning specified in the second
paragraph of this Indenture.

                  "Notice of Default" shall have the meaning specified in
Section 6.1(d).

                  "Obligations" means with respect to any Indebtedness, the
principal of, and interest on (such interest on such Indebtedness, wherever
referred to in this Indenture, is deemed to include interest accruing after the
filing of a petition initiating any proceeding pursuant to any bankruptcy law in
accordance with and at the rate (including any rate applicable upon any default
or event of default, to the extent lawful) specified in any document evidencing
such Indebtedness, whether or not the claim for such interest is allowed as a
claim after such filing in any proceeding under such bankruptcy law) and other
amounts, including, but not limited to, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.

                                       15

<PAGE>

                  "Officer" means, with respect to the Company, the Chief
Executive Officer, the President, any Vice President, the Chief Financial
Officer, the Treasurer, the Controller or the Secretary of the Company.

                  "Officers' Certificate" means, with respect to any Person, a
certificate signed by (i) the Chief Executive Officer or President and (ii) the
Chief Financial Officer or chief accounting officer of such Person.

                  "Opinion of Counsel" means a written opinion from legal
counsel which complies with the requirements of Sections 14.4 and 14.5.

                  "Original Issue Date" of any Note (or portion thereof) means
the earlier of (a) the date of such Note or (b) the date of any Note (or portion
thereof) for which such Note was issued (directly or indirectly) on registration
of transfer, exchange or substitution.

                  "Participant" means, with respect to the Depositary, Euroclear
or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively, and, with respect to DTC, shall include Euroclear and
Clearstream.

                  "Paying Agent" shall have the meaning specified in Section
2.3.

                  "Payment Default" shall have the meaning specified in Section
6.1(e).

                  "Permitted Holders" means each of MacKay Shields LLC, Citicorp
Mezzanine III, L.P., Metropolitan Life Insurance Company, Exis Differential
Holdings, Ltd., TCW Shared Opportunity Fund II, L.P., Shared Opportunity Fund
IIB LLC, TCW Shared Opportunity Fund IV, L.P., TCW Shared Opportunity Fund IVB,
L.P., AIMCO CDO, Series 2000-A, TCW High Income Partners, Ltd. and TCW High
Income Partners II, Ltd. and its Related Persons and Affiliates.

                  "Permitted Investments" means (i) any Investment in the
Company or in a Restricted Subsidiary; (ii) any Investment in Cash Equivalents;
(iii) Investments by the Company or any Restricted Subsidiary of the Company in
a Person, if as a result of such Investment (a) such Person becomes a Wholly
Owned Subsidiary of the Company that is a Restricted Subsidiary or (b) such
Person is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the Company
or a Wholly Owned Subsidiary of the Company that is a Restricted Subsidiary;
(iv) any Investment made as a result of the receipt of non-cash consideration
from an Asset Sale that was made in compliance with Section 4.20; (v) any
Investment solely in exchange for the issuance of Equity Interests (other than
Disqualified Stock) of the Company; (vi) any Investments received in compromise
of obligations of such persons incurred in the ordinary course of trade
creditors or customers that were incurred in the ordinary course of business,
including pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of any trade creditor or customer; and (vii)
Investments existing on the date hereof.

                                       16

<PAGE>

                  "Permitted Liens" means (i) Liens in favor of the Company or a
Restricted Subsidiary; (ii) Liens securing Senior Indebtedness of the Company or
a Restricted Subsidiary that was permitted to be incurred pursuant to Section
4.11(i) at the time incurred; (iii) Liens on property of a Person existing at
the time such Person is merged into, consolidated with or otherwise acquired by
the Company or any Restricted Subsidiary of the Company, provided that such
Liens were not created in contemplation of such merger, consolidation or
acquisition and do not extend to any assets other than those of the Person
merged into or consolidated with Company or such Restricted Subsidiary; (iv)
Liens on property existing at the time of acquisition thereof by the Company or
any Restricted Subsidiary of the Company; provided that such Liens were not
created in contemplation of such acquisition and do not extend to any other
assets of the Company or any Restricted Subsidiary of the Company; (v) Liens on
the property of the Company or any Restricted Subsidiary Incurred in the
ordinary course of business to secure performance of obligations with respect to
statutory or regulatory requirements, performance or return-of-money bonds,
surety bonds or other obligations of a like nature and incurred in a manner
consistent with industry practice, in each case which are not Incurred in
connection with the borrowing of money, the obtaining of advances or credit or
the payment of the deferred purchase price of property and which do not in the
aggregate impair in any material respect the use of property in the operation of
the business of the Company and the Restricted Subsidiaries taken as a whole;
(vi) Liens existing on the date of this Indenture; (vii) Liens for taxes,
assessments or governmental charges or claims that are not yet delinquent or
that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded, provided that any reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made therefor; (viii) Liens in good faith in the ordinary course
of business with respect to amounts not yet delinquent or being contested in
good faith by appropriate proceedings if a reserve or other appropriate
provisions, if any, shall be required by GAAP shall have been made therefor;
(ix) zoning restrictions, easements, licenses, covenants, reservations,
restrictions on the use of real property or minor irregularities of title
incident thereto that do not, in the aggregate, materially detract from the
value of the property or the assets of the Company or of any Restricted
Subsidiary or impair the use of such property in the operation of the Company's
or any Restricted Subsidiary's business; (x) judgment Liens to the extent that
such judgments do not cause or constitute an Event of Default; (xi) Liens to
secure the payment of all or a part of the purchase price of property or assets
acquired or constructed in the ordinary course of business on or after the date
of this Indenture, provided that (a) such property or assets are used in the
same or a similar line of business as the Company or the applicable Restricted
Subsidiary was engaged in on the date of this Indenture, (b) at the time of
incurrence of any such Lien, the aggregate principal amount of the obligations
secured by such Lien shall not exceed the cost of the assets or property (or
portions thereof) so acquired or constructed, (c) each such Lien shall encumber
only the assets or property (or portions thereof) so acquired or constructed and
shall attach to such property within 120 days of the purchase or construction
thereof and (d) any Indebtedness secured by such Lien shall have been permitted
to be incurred under Section 4.11; (xii) precautionary filings of any financial
statement under the Uniform Commercial Code (or equivalent

                                       17

<PAGE>

statutes) of any jurisdiction made in connection with Capital Lease Obligations
permitted to be incurred under Section 4.11; and (xiii) Note Liens; (xiv) Liens
permitted by the Collateral Documents, including, without limitation, Priority
Liens; (xv) Liens incurred in the ordinary course of business securing assets
having a fair market value not in excess of $500,000 in the aggregate; (xvi)
Liens to secure permitted Refinancing Indebtedness incurred to refinance
existing Indebtedness or permitted Refinancing Indebtedness which is secured by
Liens permitted by this clause (xvi); provided, that such Liens do not extend to
any categories of assets other than the categories of assets securing existing
Indebtedness as of the date of this Indenture; (xvii) Liens securing
reimbursement obligations with respect to commercial letters of credit which
encumber documents and other property relating to such letters of credit and
products and proceeds thereof; (xviii) Liens incurred in the ordinary course of
business in connection with (a) worker's compensation, social security,
unemployment insurance and other like laws or (b) sales contracts, leases,
statutory obligations, work in progress advances and other similar obligations
not incurred in connection with the borrowing of money or the payment of the
deferred purchase price of property; (xix) Liens in favor of customs and
revenues authorities which secure payment of customs duties in connection with
the importation of inventory; (xx) Liens on insurance policies and the proceeds
thereof securing the financing of the premiums with respect thereto; (xxi) Liens
consisting of rights of set-off of a customary nature or banker's liens on
amounts on deposit in accounts, whether arising by contract or operation of law,
incurred in the ordinary course of business; and (xxii) leases or subleases
granted to others that do not materially interfere with the ordinary course of
business of the Company and its Restricted Subsidiaries.

                  "Permitted Refinancing" shall have the meaning specified in
Section 4.11.

                  "Person" or "person" means an individual, limited or general
partnership, corporation, limited liability company, association, unincorporated
organization, trust, joint stock company or joint venture, or a government or
any agency or political subdivision thereof.

                  "Priority Lien Documents" means the Credit Agreement, the
Priority Lien Security Documents and, in connection with or pursuant to any of
the foregoing, all other agreements, certificates or documents executed by the
Company or any Restricted Subsidiary and delivered to the trustee, agent or
representative acting for the lenders party to the Credit Agreement each, as may
be amended, supplemented or otherwise modified from time to time.

                  "Priority Lien Obligations" means the Indebtedness evidenced
by the Credit Agreement and all other Obligations of the Company or any
Restricted Subsidiary thereunder or under the Priority Lien Documents in respect
of the Credit Agreement.

                  "Priority Lien Security Documents" means one or more security
agreements, pledge agreements, collateral assignments, mortgages, deed of trust
or other grants or transfers for security executed and delivered by the Company
or any Restricted Subsidiary creating a Lien upon property owned or to be
acquired by the Company or

                                       18

<PAGE>

such Restricted Subsidiary in favor of any lenders party to the Credit
Agreement, or any trustee, agent or representative acting for any such holders,
as security for any Priority Lien Obligations each, as may be amended,
supplemented or otherwise modified from time to time.

                  "Priority Liens" means the first priority Liens granted with
respect to the Collateral by the Company and the Restricted Subsidiaries
pursuant to the Credit Agreement securing the Priority Lien Obligations of the
Company and the Restricted Subsidiaries under such Credit Agreement.

                  "principal" of any Indebtedness means the principal of such
Indebtedness plus, without duplication, any applicable premium, if any, on such
Indebtedness.

                  "Private Placement Legend" means the legend set forth in
Section 2.6(g)(i) hereof to be placed on all Notes issued under this Indenture
except as otherwise permitted by the provisions of this Indenture.

                  "property" means any right or interest in or to property or
assets of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible.

                  "Purchase Money Obligations" of any Person means any
obligations of such Person or any of its Restricted Subsidiaries to any seller
or any other Person incurred or assumed in connection with the purchase of real
or personal property or in the Capital Stock of a Person owning such real or
personal property to be used in the business of such Person or any of its
subsidiaries within 180 days of such incurrence or assumption.

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

                  "Qualified Stock" means any Capital Stock of the Company that
is not Disqualified Stock.

                  "Receivables" means the consolidated trade receivables of the
Company, net of allowance for doubtful accounts, as determined in accordance
with GAAP.

                  "Record Date" means a Record Date specified in the Notes
whether or not such Record Date is a Business Day.

                  "Redemption Date" means, when used with respect to any Note to
be redeemed, the date fixed for such redemption pursuant to Article III of this
Indenture and Paragraph 5 in the form of Note.

                  "Redemption Price" means, when used with respect to any Note
to be redeemed, the redemption price for such redemption pursuant to Paragraph 5
in the form of Note, which shall include, without duplication, in each case,
accrued and unpaid interest, if any, to and including the Redemption Date.

                                       19

<PAGE>

                  "Refinancing Indebtedness" shall have the meaning specified in
Section 4.11.

                  "Registered Exchange Offer" shall have the meaning given such
term in the Registration Rights Agreement.

                  "Registrar" shall have the meaning specified in Section 2.3.

                  "Registration Rights Agreement" means that certain
Registration Rights Agreement, dated as of the date of this Indenture, between
the Company and the other parties thereto, as such agreement may be amended,
modified or supplemented from time to time in accordance with the terms thereof.

                  "Regulation S" means Regulation S promulgated under the
Securities Act.

                  "Regulation S Global Note" means a Global Note in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with and registered in the name of the Depositary or its nominee
that will be issued in a denomination equal to the outstanding principal amount
of the Notes sold for initial resale in reliance on Rule 904.

                  "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 date hereof.

                  "Related Person" of any Person means any other Person directly
or indirectly owning (a) 5% or more of the outstanding Common Stock of such
Person (or, in the case of a Person that is not a corporation, 5% or more of the
equity interests in such Person) or (b) 5% or more of the combined voting power
of the Voting Stock of such Person.

                  "Representative" means any trustee, agent to representative
(if any) for Senior Indebtedness.

                  "Repurchase Date" shall have the meaning specified in Section
4.20.

                  "Repurchase Offer Period" shall have the meaning specified in
Section 4.20.

                  "Repurchase Price" shall have the meaning specified in Section
4.20.

                  "Restricted Definitive Note" means one or more Definitive
Notes bearing the Private Placement Legend.

                  "Restricted Global Notes" means 144A Global Notes, IAI Global
Notes and Regulation S Global Notes.

                                       20

<PAGE>

                  "Restricted Investment" means an Investment other than a
Permitted Investment. With respect to Unrestricted Subsidiaries or Restricted
Subsidiaries, the amount of Restricted Investments shall be calculated as the
greater of (i) the book value of assets contributed by the Company or a
Restricted Subsidiary or (ii) the Fair Market Value of the assets contributed by
the Company or a Restricted Subsidiary (as certified by a resolution of
independent directors of the Company.

                  "Restricted Payment" shall have the meaning specified in
Section 4.12.

                  "Restricted Subsidiary" means (i) any Subsidiary of the
Company (other than a Subsidiary that is also a Subsidiary of an Unrestricted
Subsidiary) organized or acquired after the date of this Indenture, unless such
Subsidiary shall have been designated as an Unrestricted Subsidiary by
resolution of the Board of Directors as provided in and in compliance with the
definition of "Unrestricted Subsidiary" and (ii) any Unrestricted Subsidiary
which is designated as a Restricted Subsidiary by the Board of Directors of the
Company; provided that immediately after giving effect to the designation
referred to in clause (ii), no Default or Event of Default shall have occurred
and be continuing and the Company could incur at least $1.00 of additional
Indebtedness under Section 4.11. The Company shall evidence any such designation
to the Trustee by promptly filing with the Trustee an Officers' Certificate
certifying that such designation has been made and stating that such designation
complies with the requirements of the immediately preceding sentence.

                  "Revolver" means the revolving credit facility extended to the
Company as part of the New Credit Facility under the Credit Agreement.

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

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

                  "Rule 903" means Rule 903 promulgated under the Securities
Act.

                  "Rule 904" means Rule 904 promulgated under the Securities
Act.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.

                  "Senior Indebtedness" means, with respect to the Company and
Restricted Subsidiaries, the Obligations of the Company and the Restricted
Subsidiaries under the Credit Agreement.

                  "Senior Subordinated Notes" means the Company's 13% Senior
Subordinated Notes due 2013, issued pursuant to the Senior Subordinated Notes
Indenture, and any securities issued in exchange or in substitution therefor.

                  "Senior Subordinated Notes Indenture" means an Indenture,
dated the date hereof, among the Company, the Subsidiary Guarantors party
thereto and The Bank of

                                       21

<PAGE>

New York, as trustee, relating to the Senior Subordinated Notes, as may be
amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof.

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

                  "Special Record Date" for payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 2.12.

                  "Stated Maturity," when used with respect to any Note, means
September 30, 2010.

                  "Subsidiary" means, with respect to any Person, (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of that Person or a
combination thereof and (ii) any partnership (a) the sole general partner or the
managing general partner of which is such Person or a Subsidiary of such Person
or (b) the only general partners of which are such Persons or one or more
Subsidiaries of such Person or any combination thereof.

                  "Subsidiary Guarantee" means a guarantee on the terms set
forth in this Indenture by a Subsidiary Guarantor of the Company's obligations
with respect to the Notes.

                  "Subsidiary Guarantor" means each Domestic Restricted
Subsidiary and any other Person that becomes a Subsidiary Guarantor pursuant to
the provisions of Section 4.18 hereof or who otherwise exercises and delivers
supplemental indenture to the Trustee providing for a Subsidiary Guarantee.

                  "Term Loan" means the term loan made to the Company and
certain of the Restricted Subsidiaries as part of the New Credit Facility under
the Credit Agreement.

                  "TIA" means the Trust Indenture Act of 1939, as amended and in
effect on the date of the execution of this Indenture unless otherwise specified
herein.

                  "Transfer Restricted Notes" means the Notes that bear or are
required to bear the Private Placement Legend.

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

                  "Trust Officer" means any officer within the corporate trust
division (or any successor group) of the Trustee or any other officer of the
Trustee customarily

                                       22

<PAGE>

performing functions similar to those performed by the Persons who at that time
shall be such officers, and also means, with respect to a particular corporate
trust matter, any other officer of the Trustee to whom such trust matter is
referred because of his knowledge of and familiarity with the particular
subject.

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

                  "Unrestricted Global Notes" means one or more Global Notes
that do not and are not required to bear the Private Placement Legend and are
deposited with and registered in the name of the Depositary or its nominee.

                  "Unrestricted Subsidiary" means, until such time as any of the
following shall be designated as a Restricted Subsidiary of the Company by the
Board of Directors of the Company as provided in and in compliance with the
definition of "Restricted Subsidiary," (i) any Subsidiary of the Company or of a
Restricted Subsidiary of the Company organized or acquired after the date of
this Indenture that is designated concurrently with its organization or
acquisition as an Unrestricted Subsidiary by resolution of the Board of
Directors of the Company, (ii) any Subsidiary of any Unrestricted Subsidiary and
(iii) any Restricted Subsidiary of the Company that is designated as an
Unrestricted Subsidiary by resolution of the Board of Directors of the Company,
provided that (a) immediately after giving effect to such designation, no
Default or Event of Default shall have occurred and be continuing, (b) any such
designation shall be deemed, at the election of the Company at the time of such
designation, to be either (but not both) (x) the making of a Restricted Payment
at the time of such designation in an amount equal to the Investment in such
Subsidiary subject to the restrictions contained in Section 4.12 or (y) the
making of an Asset Sale at the time of such designation in an amount equal to
the Investment in such Subsidiary subject to the restrictions contained in
Section 4.20, and (c) such Subsidiary or any of its Subsidiaries does not own
any Capital Stock or Indebtedness of, or own or hold any Lien on any property
of, the Company or any other Subsidiary of the Company that is not a Subsidiary
of the Subsidiary to be so designated. A Person may be designated as an
Unrestricted Subsidiary only if and for so long as such Person (i) has no
Indebtedness other than Non-Recourse Debt; (ii) is a Person with respect to
which neither the Company nor any of its Restricted Subsidiaries has any direct
or indirect obligation (a) to subscribe for additional Equity Interests or (b)
to make any payment to maintain or preserve such Person's financial condition or
to cause such Person to achieve any specified levels of operating results; and
(iii) has not guaranteed or otherwise directly or indirectly provided credit
support for any Indebtedness of the Company or any of its Restricted
Subsidiaries. The Company shall evidence any designation pursuant to clause (i)
or (iii) of the first sentence hereof to the Trustee by filing with the Trustee
within 45 days of such designation an Officers' Certificate certifying that such
designation has been made and, in the case of clause (iii) of the first sentence
hereof, the related election of the Company in respect thereof.

                                       23

<PAGE>

                  "U.S. Government Obligations" means direct non-callable
obligations of, or noncallable obligations guaranteed by, the United States of
America for the payment of which obligation or guarantee the full faith and
credit of the United States of America is pledged.

                  "Voting Stock" means any class or classes of Capital Stock
pursuant to which the holders thereof have the general voting power under
ordinary circumstances to elect at least a majority of the board of directors,
managers, general partners or trustees of any Person (irrespective of whether or
not, at the time, Capital Stock of any other class or classes shall have, or
might have, voting power by reasons of the happening of any contingency) or,
with respect to a partnership (whether general or limited), any general partner
interest in such partnership.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

                  "Wholly Owned Subsidiary" of any Person means a Subsidiary of
such Person 100% of the outstanding Capital Stock or other ownership interests
of which (other than directors' qualifying shares) shall be at the time be
beneficially owned by such Person either directly or indirectly through Wholly
Owned Subsidiaries.

                  SECTION 1.2. INCORPORATION BY REFERENCE OF TIA.

                  Whenever this Indenture refers to a provision of the TIA, such
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                  (1)      "indenture securities" means the Notes.

                  (2)      "indenture security holder" means a Holder or a
Noteholder.

                  (3)      "indenture to be qualified" means this Indenture.

                  (4)      "indenture trustee" or "institutional trustee" means
the Trustee.

                  (5)      "obligor" on the indenture securities means the
Company and any other obligor on the Notes.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by Commission
rule and not otherwise defined herein have the meanings assigned to them
thereby.

                                       24

<PAGE>

                  SECTION 1.3. 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)      words in the singular include the plural, and words
in the plural include the singular;

                  (5)      provisions apply to successive events and
transactions;

                  (6)      "herein," "hereof" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision;

                  (7)      references to Sections or Articles means reference to
such Section or Article in this Indenture, unless stated otherwise; and

                  (8)      terms defined in this Article include the plural as
well as the singular.

                                   ARTICLE II

                                    THE NOTES

                  SECTION 2.1. FORM AND DATING.

                  The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or usage
in addition to those set forth in Exhibit A hereto. The Company shall approve
the form of the Notes and any notation, legend or endorsement on them. Each Note
shall be dated the date of its authentication. The Notes shall be in
denominations of $1,000 and integral multiples thereof.

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

                  (a) Global Notes. Subject to the right of the Holders to take
Definitive Notes, the Notes issued hereunder shall be evidenced by one or more
Global Notes,

                                       25

<PAGE>

deposited with the Trustee, as custodian for the Depositary, and registered in
the name of the Depositary or a nominee of the Depositary, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of the Global Notes may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

                  Each Global Note shall represent such of the outstanding Notes
as shall be specified therein and each shall provide that it shall represent the
aggregate amount of outstanding Notes from time to time endorsed thereon and
that the aggregate amount of outstanding Notes represented thereby may from time
to time be reduced or increased, as appropriate, to reflect exchanges,
redemptions and transfers of interests therein in accordance with the terms of
this Indenture. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the principal amount of outstanding Notes represented
thereby shall be made by the Trustee or Note Custodian, at the election of the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.6 hereof.

                  Except as set forth in Section 2.6 hereof, the Global Notes
may be transferred, in whole and not in part, only to another nominee of the
Depositary or to a successor of the Depositary or its nominee.

                  (b) Book-Entry Provisions. This Section 2.1(b) shall apply
only to Global Notes deposited with the Trustee, as custodian for the
Depositary. Participants and Indirect Participants shall have no rights under
this Indenture or any Global Note with respect to any Global Note held on their
behalf by the Depositary or by the Trustee as custodian for the Depositary, and
the Depositary shall be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Participants or
Indirect Participants, the Applicable Procedures or the operation of customary
practices of the Depositary governing the exercise of the rights of a holder of
a beneficial interest in any Global Note.

                  (c) Euroclear and Clearstream Procedures Applicable. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream" and "Customer Handbook" of Clearstream shall be applicable to
transfers of beneficial interests in Global Notes that are held by Participants
through Euroclear or Clearstream.

                  (d) Definitive Notes. Notes issued in certificated form shall
be substantially in the form of Exhibit A attached hereto registered in the name
of the Holder thereof, substantially in the form of Exhibit A hereto except that
such Notes shall

                                       26

<PAGE>

not bear the Global Note Legend and shall not have the Schedule of Exchanges of
Interests in the Global Note attached thereto.

                  SECTION 2.2. EXECUTION AND AUTHENTICATION.

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

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

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

                  The Trustee shall, upon written order of the Company signed by
two Officers, authenticate Notes for original issue in the aggregate principal
amount of up to $133,130,000 in one or more series. The aggregate principal
amount of Notes outstanding at any time may not exceed $133,130,000 except as
provided in Section 2.8. As of the date of this Indenture, there shall be
issued, authenticated and outstanding not more than $133,130,000 aggregate
principal amount of Notes. The written order shall specify the amount of Notes
to be authenticated and the date on which the Notes are to be authenticated.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Notes. Unless otherwise provided in the appointment,
an authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company, any Affiliate of the Company, or any of their
respective Subsidiaries.

                  SECTION 2.3. REGISTRAR AND PAYING AGENT.

                  The Company shall maintain an office or agency, where Notes
may be presented for registration of transfer or for exchange ("Registrar") and
an office or agency where Notes may be presented for payment ("Paying Agent").
The Registrar shall keep a register of the Notes (including principal and
interest thereon) and of their transfer and exchange. The Company may have one
or more co-Registrars and one or more additional Paying Agents. The term
"Registrar" includes any co-Registrars and the term "Paying Agent" includes any
additional Paying Agent. The Company or any of its Restricted Subsidiaries may
act as Paying Agent or Registrar.

                  The Company shall enter into an appropriate written agency
agreement with any Agent not a party to this Indenture, which agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company shall promptly

                                       27

<PAGE>

notify the Trustee in writing of the name and address of any such Agent. If the
Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as
such and shall be duly compensated therefor in accordance with the Trustee's
customary fees for providing such service.

                  The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company hereby initially appoints the Trustee as
Registrar and Paying Agent, and the Trustee hereby initially agrees so to act.

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

                  The Company initially appoints the Trustee to act as Note
Custodian with respect to any Global Notes.

                  SECTION 2.4. PAYING AGENT TO HOLD ASSETS IN TRUST.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that each Paying Agent shall hold in trust for the
benefit of Holders and the Trustee all assets held by the Paying Agent for the
payment of principal and interest with respect to the Notes (whether such assets
have been distributed to it by the Company or any other obligor on the Notes),
and shall notify the Trustee in writing of any Default in making any such
payment. If either of the Company or a Subsidiary of the Company acts as Paying
Agent, it shall segregate such assets and hold them as a separate trust fund for
the benefit of the Holders and the Trustee. The Company at any time may require
a Paying Agent to distribute all assets held by it to the Trustee and account
for any assets disbursed, and the Trustee may at any time during the continuance
of any payment Default, upon written request to a Paying Agent, require such
Paying Agent to distribute all assets held by it to the Trustee and to account
for any assets distributed. Upon distribution to the Trustee of all assets that
shall have been delivered by the Company to the Paying Agent, the Paying Agent
(if other than the Company or an Affiliate of the Company) shall have no further
liability for such assets.

                  SECTION 2.5. NOTEHOLDER LISTS.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders and shall otherwise comply with Section 312(a) of the TIA.
If the Trustee is not the Registrar, the Company shall furnish to the Trustee at
least seven Business Days before each Interest Payment Date and at such other
times as the Trustee may request in writing a list in such form and as of such
date as the Trustee reasonably may require of the names and addresses of Holders
(which list may be conclusively relied upon by the Trustee) and the Company
shall otherwise comply with Section 312(a) of the TIA.

                                       28

<PAGE>

                  SECTION 2.6. TRANSFER AND EXCHANGE.

                  (a) Transfer and Exchange of Global Notes. A Global Note may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. The Company
shall exchange Global Notes for Definitive Notes if: (1) the Company delivers to
the Trustee a notice from the Depositary that the Depositary is unwilling or
unable to continue to act as Depositary for the Global Notes or that it has
ceased to be a clearing agency registered under the Exchange Act and, in either
case, a successor Depositary is not appointed by the Company within 120 days
after the date of such notice from the Depositary; (2) the Company at its option
determines that the Global Notes shall be exchanged for Definitive Notes and
delivers a written notice to such effect to the Trustee; or (3) a Default or
Event of Default shall have occurred and be continuing. Upon the occurrence of
any of the preceding events in clauses (1), (2) or (3) above, Definitive Notes
shall be issued in denominations of $1,000 or integral multiples thereof and in
such names as the Depositary shall instruct the Trustee in writing. Global Notes
also may be exchanged or replaced, in whole or in part, as provided in Sections
2.7 and 2.10 hereof. Except as provided above, every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.6 or Section 2.7 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.6(a), and beneficial interests in a Global Note may not be transferred
and exchanged other than as provided in Section 2.6(b), (c) or (f) hereof.

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

                           (i) Transfer of Beneficial Interests in the Same
         Global Note. Beneficial interests in any Restricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Note in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend and any Applicable Procedures; provided, however, that prior to
         the expiration of the Distribution Compliance Period, transfers of
         beneficial interests in any Regulation S Global Note may not be made to
         or for the account or benefit of a "U.S. Person" (as defined in Rule
         902(k) of Regulation S) (other than a "distributor" (as defined in Rule
         902(d) of Regulation S)). Beneficial interests in any Unrestricted
         Global Note may be transferred to Persons who take delivery thereof in
         the form of a beneficial interest in an Unrestricted Global Note.
         Except as may be required by any Applicable Procedures, no written
         orders or instructions

                                       29

<PAGE>
         shall be required to be delivered to the Registrar to effect the
         transfers described in this Section 2.6(b)(i).

                           (ii) All Other Transfers and Exchanges of Beneficial
         Interests in Global Notes. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section
         2.6(b)(i) above, the transferor of such beneficial interest must
         deliver to the Registrar either (A)(1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         credit or cause to be credited a beneficial interest in another Global
         Note in an amount equal to the beneficial interest to be transferred or
         exchanged and (2) instructions given in accordance with the Applicable
         Procedures containing information regarding the Participant account to
         be credited with such increase or (B) if permitted under Section 2.6(a)
         hereof, (1) a written order from a Participant or an Indirect
         Participant given to the Depositary in accordance with the Applicable
         Procedures directing the Depositary to cause to be issued a Definitive
         Note in an amount equal to the beneficial interest to be transferred or
         exchanged and (2) instructions given by the Depositary to the Registrar
         containing information regarding the Person in whose name such
         Definitive Note shall be registered to effect the transfer or exchange
         referred to in (B)(1) above. Upon consummation of an Exchange Offer by
         the Company in accordance with Section 2.6(f) hereof, the requirements
         of this Section 2.6(b)(ii) shall be deemed to have been satisfied upon
         receipt by the Registrar of the instructions contained in the Letter of
         Transmittal delivered by the Holder of such beneficial interests in the
         Restricted Global Notes. Upon satisfaction of all of the requirements
         for transfer or exchange of beneficial interests in Global Notes
         contained in this Indenture and the Notes or otherwise applicable under
         the Securities Act, the Trustee shall adjust the principal amount of
         the relevant Global Note(s) pursuant to Section 2.6(h) hereof.

                           (iii) Transfer of Beneficial Interests in a
         Restricted Global Note to Another Restricted Global Note. A beneficial
         interest in any Restricted Global Note may be transferred to a Person
         who takes delivery thereof in the form of a beneficial interest in
         another Restricted Global Note if the transfer complies with the
         requirements of Section 2.6(b)(ii) above and the Registrar receives the
         following:

                                    (A) if the transferee will take delivery in
         the form of a beneficial interest in a 144A Global Note, then the
         transferor must deliver a certificate in the form of Exhibit B hereto,
         including the certifications in item (1) thereof or, if permitted by
         Applicable Procedures, item (3) thereof; and

                                    (B) if the transferee will take delivery in
         the form of a beneficial interest in a Regulation S Global Note, then
         the transferor must deliver a certificate in the form of Exhibit B
         hereto, including the certifications in item (2) thereof; and

                                       30

<PAGE>

                                    (C) if the transferee is required by
         Applicable Procedures to take delivery in the form of a beneficial
         interest in an IAI Global Note, then the transferor must deliver a
         certificate in the form of Exhibit B hereto, including the
         certifications and certificates and Opinion of Counsel required by item
         (3) thereof, if applicable.

                           (iv) Transfer and Exchange of Beneficial Interests in
         a Restricted Global Note for Beneficial Interests in an Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note only if the exchange or transfer complies with the requirements of
         Section 2.6(b)(ii) above and:

                                    (A) such exchange or transfer is effected
         pursuant to an Exchange Offer in accordance with a Registration Rights
         Agreement and the holder of the beneficial interest to be transferred,
         in the case of an exchange, or the transferee, in the case of a
         transfer, makes any and all certifications in the applicable Letter of
         Transmittal (or is deemed to have made such certifications if delivery
         is made through the Applicable Procedures) as may be required by such
         Registration Rights Agreement;

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

                                    (C) such transfer is effected by a
         broker-dealer pursuant to an Exchange Offer Registration Statement in
         accordance with a Registration Rights Agreement; or

                                    (D) the Registrar receives the following:

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

                                             (2) if the holder of such
                  beneficial interest in a Restricted Global Note proposes to
                  transfer such beneficial interest to a Person who shall take
                  delivery thereof in the form of a beneficial interest in an
                  Unrestricted Global Note, a certificate from such holder in
                  the form of Exhibit B hereto, including the certifications in
                  item (4) thereof;

                  and, in each such case set forth in this clause (D), if the
                  Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such

                                       31

<PAGE>

                  exchange or transfer shall be effected in compliance with the
                  Securities Act and that the restrictions on transfer contained
                  herein and in the Private Placement Legend shall no longer be
                  required in order to maintain compliance with the Securities
                  Act.

                  If any such transfer is effected pursuant to clause (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall execute and, upon receipt of an Authentication Order in accordance
with Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to clause (B) or (D) above.

                           (v) Transfer or Exchange of Beneficial Interests in
         Unrestricted Global Notes for Beneficial Interests in Restricted Global
         Notes Prohibited. Beneficial interests in an Unrestricted Global Note
         may not be exchanged for, or transferred to Persons who take delivery
         thereof in the form of, beneficial interests in a Restricted Global
         Note.

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

                           (i) Beneficial Interests in Restricted Global Notes
         to Restricted Definitive Notes. Subject to Section 2.6(a) hereof, if
         any holder of a beneficial interest in a Restricted Global Note
         proposes to exchange such beneficial interest for a Restricted
         Definitive Note or to transfer such beneficial interest to a Person who
         takes delivery thereof in the form of a Restricted Definitive Note,
         then, upon receipt by the Registrar of the following documentation:

                                    (A) if the holder of such beneficial
         interest in a Restricted Global Note proposes to exchange such
         beneficial interest for a Restricted Definitive Note, a certificate
         from such holder in the form of Exhibit C hereto, including the
         certifications in item (2)(a) thereof;

                                    (B) if such beneficial interest is being
         transferred to a QIB in accordance with Rule 144A, a certificate to the
         effect set forth in Exhibit B hereto, including the certifications in
         item (1) thereof;

                                    (C) if such beneficial interest is being
         transferred to a "non U.S. Person" (as defined in Rule 902(k) of
         Regulation S) in an offshore transaction in accordance with Rule 903 or
         Rule 904, a certificate to the effect set forth in Exhibit B hereto,
         including the certifications in item (2) thereof;

                                    (D) if such beneficial interest is being
         transferred pursuant to an exemption from the registration requirements
         of the Securities Act in accordance with Rule 144 under the Securities
         Act, a certificate to the effect set forth in Exhibit B hereto,
         including the certifications in item (3)(a) thereof;

                                       32

<PAGE>

                                    (E) if such beneficial interest is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in clauses (B)
                  through (D) above, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications, certificates
                  and Opinion of Counsel required by item (3)(d) thereof, as
                  applicable; or

                                    (F) if such beneficial interest is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof,

         the Trustee shall reduce or cause to be reduced in a corresponding
         amount pursuant to Section 2.6(h) hereof the aggregate principal amount
         of the applicable Restricted Global Note, and the Company shall execute
         and, upon receipt of an Authentication Order in accordance with Section
         2.2 hereof, the Trustee shall authenticate and deliver a Restricted
         Definitive Note in the appropriate principal amount to the Person
         designated by the holder of such beneficial interest in instructions
         delivered to the Registrar by the Depositary and the applicable
         Participant or Indirect Participant on behalf of such holder. Any
         Restricted Definitive Note issued in exchange for a beneficial interest
         in a Restricted Global Note pursuant to this Section 2.6(c)(i) shall be
         registered in such name or names and in such authorized denomination or
         denominations as the holder of such beneficial interest shall designate
         in such instructions. The Trustee shall deliver such Restricted
         Definitive Notes to the Persons in whose names such Notes are so
         registered. Any Restricted Definitive Note issued in exchange for a
         beneficial interest in a Restricted Global Note pursuant to this
         Section 2.6(c)(i) shall bear the Private Placement Legend and shall be
         subject to all restrictions on transfer contained therein.

                           (ii) Beneficial Interests in Restricted Global Notes
                  to Unrestricted Definitive Notes. Subject to Section 2.6(a)
                  hereof, a holder of a beneficial interest in a Restricted
                  Global Note may exchange such beneficial interest for an
                  Unrestricted Definitive Note or may transfer such beneficial
                  interest to a Person who takes delivery thereof in the form of
                  an Unrestricted Definitive Note only if:

                                    (A) such exchange or transfer is effected
                  pursuant to an Exchange Offer in accordance with a
                  Registration Rights Agreement and the holder of such
                  beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, makes any and all
                  certifications in the applicable Letter of Transmittal (or is
                  deemed to have made such certifications if delivery is made
                  through the Applicable Procedures) as may be required by such
                  Registration Rights Agreement;

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

                                       33

<PAGE>

                                    (C) such transfer is effected by a
                  broker-dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with a Registration Rights Agreement;
                  or

                                    (D) the Registrar receives the following:

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

                                             (2) if the holder of such
                           beneficial interest in a Restricted Global Note
                           proposes to transfer such beneficial interest to a
                           Person who shall take delivery thereof in the form of
                           an Unrestricted Definitive Note, a certificate from
                           such holder in the form of Exhibit B hereto,
                           including the certifications in item (4) thereof;

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

                           Upon satisfaction of the conditions of any of the
clauses of this Section 2.6(c)(ii) the Company shall execute, and, upon receipt
of an Authentication Order in accordance with Section 2.2 hereof, the Trustee
shall authenticate and deliver an Unrestricted Definitive Note in the
appropriate principal amount to the Person designated by the holder of such
beneficial interest in instructions delivered to the Registrar by the Depositary
and the applicable Participant or Indirect Participant on behalf of such holder,
and the Trustee shall reduce or cause to be reduced in a corresponding amount
pursuant to Section 2.6(h) hereof the aggregate principal amount of the
applicable Restricted Global Note.

                           (iii) Beneficial Interests in Unrestricted Global
                  Notes to Unrestricted Definitive Notes. Subject to Section
                  2.6(a) hereof, if any holder of a beneficial interest in an
                  Unrestricted Global Note proposes to exchange such beneficial
                  interest for an Unrestricted Definitive Note or to transfer
                  such beneficial interest to a Person who takes delivery
                  thereof in the form of an Unrestricted Definitive Note, then,
                  upon satisfaction of the applicable conditions set forth in
                  Section 2.6(b)(ii) hereof, the Trustee shall reduce or cause
                  to be reduced in a corresponding amount pursuant to Section
                  2.6(h) hereof the aggregate principal amount of the applicable
                  Unrestricted Global Note, and the Company shall execute and,
                  upon receipt of an Authentication Order in accordance with
                  Section 2.2 hereof, the Trustee shall authenticate and deliver
                  an Unrestricted Definitive Note in

                                       34

<PAGE>

         the appropriate principal amount to the Person designated by the holder
         of such beneficial interest in instructions delivered to the Registrar
         by the Depositary and the applicable Participant or Indirect
         Participant on behalf of such holder. Any Unrestricted Definitive Note
         issued in exchange for a beneficial interest pursuant to this Section
         2.6(c)(iii) shall be registered in such name or names and in such
         authorized denomination or denominations as the holder of such
         beneficial interest shall designate in such instructions. The Trustee
         shall deliver such Unrestricted Definitive Notes to the Persons in
         whose names such Notes are so registered. Any Unrestricted Definitive
         Note issued in exchange for a beneficial interest pursuant to this
         Section 2.6(c)(iii) shall not bear the Private Placement Legend.

                  (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests.

                           (i) Restricted Definitive Notes to Beneficial
         Interests in Restricted Global Notes. If any holder of a Restricted
         Definitive Note proposes to exchange such Note for a beneficial
         interest in a Restricted Global Note or to transfer such Restricted
         Definitive Notes to a Person who takes delivery thereof in the form of
         a beneficial interest in a Restricted Global Note, then, upon receipt
         by the Registrar of the following documentation:

                                    (A) if the holder of such Restricted
         Definitive Note proposes to exchange such Note for a beneficial
         interest in a Restricted Global Note, a certificate from such holder in
         the form of Exhibit C hereto, including the certifications in item
         (2)(b) thereof;

                                    (B) if such Restricted Definitive Note is
         being transferred to a QIB in accordance with Rule 144A, a certificate
         to the effect set forth in Exhibit B hereto, including the
         certifications in item (1) thereof;

                                    (C) if such Restricted Definitive Note is
         being transferred to a "non U.S. Person" (as defined in Rule 902(k) of
         Regulation S) in an offshore transaction in accordance with Rule 903 or
         Rule 904, a certificate to the effect set forth in Exhibit B hereto,
         including the certifications in item (2) thereof;

                                    (D) if such Restricted Definitive Note is
         being transferred pursuant to an exemption from the registration
         requirements of the Securities Act in accordance with Rule 144, a
         certificate to the effect set forth in Exhibit B hereto, including the
         certifications in item (3)(a) thereof;

                                    (E) if such Restricted Definitive Note is
         being transferred to an Institutional Accredited Investor in reliance
         on an exemption from the registration requirements of the Securities
         Act other than those listed in clauses (B) through (D) above, a
         certificate to the effect set forth in Exhibit B hereto, including the
         certifications, certificates and Opinion of Counsel required by item
         (3)(d) thereof, if applicable; or

                                       35

<PAGE>

                                    (F) if such Restricted Definitive Note is
         being transferred to the Company or any of its Subsidiaries, a
         certificate to the effect set forth in Exhibit B hereto, including the
         certifications in item (3)(b) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be
increased in a corresponding amount pursuant to Section 2.6(h) hereof the
aggregate principal amount of, in the case of clause (A) above, the appropriate
Restricted Global Note, in the case of clause (B) above, a 144A Global Note, in
the case of clause (C) above, a Regulation S Global Note, and in all other
cases, an IAI Global Note.

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

                                    (A) such exchange or transfer is effected
         pursuant to a Exchange Offer in accordance with a Registration Rights
         Agreement and the holder of such beneficial interest, in the case of an
         exchange, or the transferee, in the case of a transfer, makes such
         certifications in the applicable Letter of Transmittal (or is deemed to
         have made such certifications if delivery is made through the
         Applicable Procedures) as may be required by such Registration Rights
         Agreement;

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

                                    (C) such transfer is effected by a
         broker-dealer pursuant to an Exchange Offer Registration Statement in
         accordance with a Registration Rights Agreement; or

                                    (D) the Registrar receives the following:

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

                                             (2) if the holder of such
                  Restricted Definitive Note proposes to transfer such Note to a
                  Person who shall take delivery thereof in the form of a
                  beneficial interest in an Unrestricted Global Note, a
                  certificate from such holder in the form of Exhibit B hereto,
                  including the certifications in item (4) thereof;

                  and, in each such case set forth in this clause (D), if the
                  Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel

                                       36

<PAGE>

                  in form reasonably acceptable to the Registrar to the effect
                  that such exchange or transfer shall be effected in compliance
                  with the Securities Act and that the restrictions on transfer
                  contained herein and in the Private Placement Legend shall no
                  longer be required in order to maintain compliance with the
                  Securities Act.

                  Upon satisfaction of the conditions of any of the clauses in
this Section 2.6(d)(ii), the Trustee shall cancel such Restricted Definitive
Note and increase or cause to be increased in a corresponding amount pursuant to
Section 2.6(h) hereof the aggregate principal amount of the Unrestricted Global
Note.

                           (iii) Unrestricted Definitive Notes to Beneficial
         Interests in Unrestricted Global Notes. A holder of an Unrestricted
         Definitive Note may exchange such Note for a beneficial interest in an
         Unrestricted Global Note or transfer such Unrestricted Definitive Note
         to a Person who takes delivery thereof in the form of a beneficial
         interest in an Unrestricted Global Note at any time. Upon receipt of a
         request for such an exchange or transfer, the Trustee shall cancel the
         applicable Unrestricted Definitive Note and increase or cause to be
         increased in a corresponding amount pursuant to Section 2.6(h) hereof
         the aggregate principal amount of one of the Unrestricted Global Notes.

                           (iv) Transfer or Exchange of Unrestricted Definitive
         Notes to Beneficial Interests in Restricted Global Notes Prohibited. An
         Unrestricted Definitive Note may not be exchanged for, or transferred
         to Persons who take delivery thereof in the form of, beneficial
         interests in a Restricted Global Note.

                           (v) Issuance of Unrestricted Global Notes. If any
         such exchange or transfer of a Definitive Note for a beneficial
         interest in an Unrestricted Global Note is effected pursuant to clause
         (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global
         Note has not yet been issued, the Company shall issue and, upon receipt
         of an Authentication Order in accordance with Section 2.2 hereof, the
         Trustee shall authenticate one or more Unrestricted Global Notes in an
         aggregate principal amount equal to the principal amount of Definitive
         Notes so transferred.

                  (e) Transfer and Exchange of Definitive Notes for Definitive
Notes. Upon request by a holder of Definitive Notes and such holder's compliance
with the provisions of this Section 2.6(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such holder. In
addition, the requesting holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.6(e).

                           (i) Restricted Definitive Notes to Restricted
         Definitive Notes. Any Restricted Definitive Note may be transferred to
         and registered in the name of

                                       37

<PAGE>

         Persons who take delivery thereof in the form of a Restricted
         Definitive Note if the Registrar receives the following:

                                    (A) if the transfer will be made pursuant to
         Rule 144A, a certificate in the form of Exhibit B hereto, including the
         certifications in item (1) thereof;

                                    (B) if the transfer will be made pursuant to
         Rule 903 or Rule 904, a certificate in the form of Exhibit B hereto,
         including the certifications in item (2) thereof; and

                                    (C) if the transfer will be made pursuant to
         any other exemption from the registration requirements of the
         Securities Act, a certificate in the form of Exhibit B hereto,
         including the certifications, certificates and Opinion of Counsel
         required by item (3) thereof, if applicable.

                           (ii) Restricted Definitive Notes to Unrestricted
         Definitive Notes. Any Restricted Definitive Note may be exchanged by
         the holder thereof for an Unrestricted Definitive Note or transferred
         to a Person or Persons who take delivery thereof in the form of an
         Unrestricted Definitive Note only if:

                                    (A) such exchange or transfer is effected
         pursuant to an Exchange Offer in accordance with a Registration Rights
         Agreement and the holder of such beneficial interest, in the case of an
         exchange, or the transferee, in the case of a transfer, makes such
         certifications in the applicable Letter of Transmittal (or is deemed to
         have made such certifications if delivery is made through the
         Applicable Procedures) as may be required by such Registration Rights
         Agreement;

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

                                    (C) any such transfer is effected by a
         broker-dealer pursuant to an Exchange Offer Registration Statement in
         accordance with a Registration Rights Agreement; or

                                    (D) the Registrar receives the following:

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

                                             (2) if the holder of such
                  Restricted Definitive Notes proposes to transfer such Notes to
                  a Person who shall take delivery thereof in the form of an
                  Unrestricted Definitive Note, a certificate from

                                       38

<PAGE>

                  such holder in the form of Exhibit B hereto, including the
                  certifications in item (4) thereof;

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

                  Upon satisfaction of the conditions of any of the clauses of
                  Section 2.6(e)(ii) the Trustee shall cancel the prior
                  Restricted Definitive Note and the Company shall execute, and,
                  upon receipt of an Authentication Order in accordance with
                  Section 2.2 hereof, the Trustee shall authenticate and deliver
                  an Unrestricted Definitive Note in the appropriate principal
                  amount to the Person designated by the holder of such prior
                  Restricted Definitive Note in instructions delivered to the
                  Registrar by such holder.

                           (iii) Unrestricted Definitive Notes to Unrestricted
         Definitive Notes. A holder of Unrestricted Definitive Notes may
         transfer such Notes to a Person who takes delivery thereof in the form
         of an Unrestricted Definitive Note. Upon receipt of a request to
         register such a transfer, the Registrar shall register the Unrestricted
         Definitive Notes pursuant to the instructions from the Holders thereof.

                  (f) Exchange Offer. Upon the occurrence of an Exchange Offer
in accordance with the Registration Rights Agreement, the Company shall issue
and, upon receipt of an Authentication Order in accordance with Section 2.2
hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes
in an aggregate principal amount equal to the principal amount of the beneficial
interests in the applicable Restricted Global Notes (A) tendered for acceptance
by Persons that make any and all certifications in the applicable Letters of
Transmittal (or are deemed to have made such certifications if delivery is made
through the Applicable Procedures) as may be required by such Registration
Rights Agreement, and (B) accepted for exchange in the Exchange Offer and (ii)
Unrestricted Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes tendered for acceptance by
Persons who made the foregoing certification and accepted for exchange in the
Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall
reduce or cause to be reduced in a corresponding amount the aggregate principal
amount of the applicable Restricted Global Notes, and the Company shall execute
and the Trustee shall authenticate and deliver to the Persons designated by the
holders of Restricted Definitive Notes so accepted Unrestricted Definitive Notes
in the appropriate principal amount.

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

                                       39

<PAGE>

                           (i) Private Placement Legend.

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

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

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL, ASSIGN, TRANSFER, PLEDGE, ENCUMBER OR OTHERWISE DISPOSE OF SUCH
SECURITY ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
(AS DEFINED IN RULE 144A PROMULGATED 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) AS PERMITTED BY RULE 144 PROMULGATED UNDER THE SECURITIES ACT, (E) PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE OF THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (F) TO AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING
THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF US $250,000,
FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION OF THE SECURITIES IN VIOLATION OF THE
SECURITIES ACT OR (G) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE, ASSIGNMENT, TRANSFER, PLEDGE,
ENCUMBRANCE OR OTHER DISPOSITION PURSUANT TO CLAUSES (D), (E), (F) OR (G) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM."

                                       40

<PAGE>

                                    (B) Notwithstanding the foregoing, any
         Global Note or Definitive Note issued pursuant to clauses (b)(iv),
         (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this
         Section 2.6 (and all Notes issued in exchange therefor or substitution
         thereof) shall not bear the Private Placement Legend.

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

                  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES
IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

                  (h) Cancellation and/or Adjustment of Global Notes. At such
time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased
or cancelled in whole and not in part, each such Global Note shall be returned
to or retained and cancelled by the Trustee in accordance with Section 2.11
hereof. At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for or transferred to

                                       41

<PAGE>

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

                  (i) General Provisions Relating to Transfers and Exchanges.

                           (i) No service charge shall be made to a Holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.7, 4.20, 4.21 and 9.5
         hereof).

                           (ii) All Global Notes and Definitive Notes issued
         upon any registration of transfer or exchange of Global Notes or
         Definitive Notes shall be the valid obligations of the Company,
         evidencing the same Indebtedness, as the Global Notes or Definitive
         Notes surrendered upon such registration of transfer or exchange and
         shall be entitled to all of the benefits of this Indenture equally and
         proportionately with all other Notes duly issued hereunder.

                           (iii) Neither the Registrar nor the Company shall be
         required (A) to issue, to register the transfer of or to exchange any
         Notes during a period beginning at the opening of business 15 days
         before the day of any selection of Notes for redemption under Section
         3.3 hereof and ending at the close of business on the date of
         selection, (B) to register the transfer of or to exchange any Note so
         selected for redemption in whole or in part, except the unredeemed
         portion of any Note being redeemed in part or (C) to register the
         transfer of or to exchange a Note between a record date (including a
         Regular Record Date) and the next succeeding Interest Payment Date.

                           (iv) Prior to due presentment for the registration of
         a transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Note and for all other purposes, in
         each case regardless of any notice to the contrary.

                           (v) All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.6 to effect a registration of transfer or exchange may be
         submitted by facsimile.

                                       42

<PAGE>

                           (vi) The Trustee is hereby authorized and directed to
         enter into a letter of representation with the Depositary in the form
         provided by the Company and to act in accordance with such letter.

                  SECTION 2.7. REPLACEMENT NOTES.

                  If a mutilated Note is surrendered to the Trustee or if the
Holder of a Note claims and submits an affidavit or other evidence, satisfactory
to the Trustee, to the Trustee to the effect that the Note has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Note if the Trustee's requirements are met. If
required by the Trustee or the Company, such Holder must provide an indemnity
bond or other indemnity, sufficient in the judgment of both the Company and the
Trustee, to protect the Company, the Trustee or any agent from any loss which
any of them may suffer if a Note is replaced. The Company may charge such Holder
for its reasonable, out-of-pocket expenses in replacing a Note.

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

                  Every new Note issued pursuant to this Section 2.7 in lieu of
any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
such new Note shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Notes duly issued hereunder.

                  The provisions of this Section 2.7 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies of any Holder with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Notes.

                  SECTION 2.8. OUTSTANDING NOTES.

                  Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee (including any Note represented by a Global Note)
except those cancelled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee hereunder
and those described in this Section 2.8 as not outstanding. A Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note, except as provided in Section 2.9.

                  If a Note is replaced pursuant to Section 2.7 (other than a
mutilated Note surrendered for replacement), it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by
a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender
of such Note and replacement thereof pursuant to Section 2.7.

                                       43

<PAGE>

                  If on a Redemption Date the Paying Agent (other than the
Company or an Affiliate of the Company) holds Cash or U.S. Government
Obligations sufficient to pay all of the principal and interest due on the Notes
payable on that date in accordance with Section 3.6 hereof and payment of the
Notes called for redemption is not otherwise prohibited pursuant to this
Indenture, then on and after that date such Notes cease to be outstanding and
interest on them ceases to accrue.

                  SECTION 2.9. TREASURY NOTES.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, amendment, supplement, waiver
or consent, Notes owned by the Company or an Affiliate of the Company shall be
disregarded, except that, for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, amendment, supplement,
waiver or consent, only Notes that a Trust Officer of the Trustee actually knows
are so owned shall be disregarded. The Trustee may require an Officer's
Certificate listing Notes owned by the Company, a subsidiary of the Company or
an Affiliate of the Company.

                  SECTION 2.10. TEMPORARY NOTES.

                  Until Definitive Notes are ready for delivery, the Company may
prepare and, upon written order of the Company specifying the amount of
temporary Notes and date on which the temporary Notes are to be authenticated,
the Trustee shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of Definitive Notes but may have variations that the
Company reasonably and in good faith considers appropriate for temporary Notes.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate Global Notes or Definitive Notes in exchange for temporary Notes.
Until so exchanged, the temporary Notes shall in all respects be entitled to the
same benefits under this Indenture as permanent Notes authenticated and
delivered hereunder.

                  SECTION 2.11. CANCELLATION.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee, or
at the direction of the Trustee, the Registrar or the Paying Agent (other than
the Company or an Affiliate of the Company), and no one else, shall cancel and,
at the written direction of the Company, shall dispose of all Notes surrendered
for transfer, exchange, payment or cancellation. Subject to Section 2.7 and the
Registered Exchange Offer, the Company may not issue new Notes to replace Notes
that have been paid or delivered to the Trustee for cancellation. No Notes shall
be authenticated in lieu of or in exchange for any Notes cancelled as provided
in this Section 2.11, except as expressly permitted in the form of Notes and as
permitted by this Indenture.

                                       44

<PAGE>

                  SECTION 2.12. DEFAULTED INTEREST.

                  Interest on any Note which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the person
in whose name that Note (or one or more predecessor Notes) is registered at the
close of business on the Record Date for such interest.

                  Any interest on any Note which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date plus, to the
extent lawful, interest payable on the defaulted interest at the same rate per
annum borne by the Notes (collectively, herein called "Defaulted Interest")
shall forthwith cease to be payable to the registered Holder on the relevant
Record Date, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below:

                           (1) The Company may elect to make payment of any
                  Defaulted Interest to the persons in whose names the Notes (or
                  their respective predecessor Notes) are registered at the
                  close of business on a Special Record Date for the payment of
                  such Defaulted Interest, which shall be fixed in the following
                  manner. The Company shall notify the Trustee in writing of the
                  amount of Defaulted Interest proposed to be paid on each Note
                  and the date of the proposed payment, and at the same time the
                  Company shall deposit with the Trustee an amount of Cash 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 Cash when deposited to be held in trust for the
                  benefit of the persons entitled to such Defaulted Interest as
                  provided in this clause (1). Thereupon the Trustee shall fix a
                  Special Record Date for the payment of such Defaulted Interest
                  which shall be not more than 15 days and not less than 10 days
                  prior to the date of the proposed payment and not less than 10
                  days after the receipt by the Trustee of the notice of the
                  proposed payment. The Trustee shall promptly notify the
                  Company of such Special Record Date and, in the name and at
                  the expense of the Company, shall cause notice of the proposed
                  payment of such Defaulted Interest and the Special Record Date
                  therefor to be mailed, first-class postage prepaid, to each
                  Holder at his address as it appears in the Note register not
                  less than 10 days prior to such Special Record Date. Notice of
                  the proposed payment of such Defaulted Interest and the
                  Special Record Date therefor having been mailed as aforesaid,
                  such Defaulted Interest shall be paid to the persons in whose
                  names the Notes (or their respective predecessor Notes) are
                  registered on such Special Record Date and shall no longer be
                  payable pursuant to the following clause (2).

                           (2) The Company may make payment of any Defaulted
                  Interest in any other lawful manner not inconsistent with the
                  requirements of any securities exchange on which the Notes may
                  be listed,

                                       45

<PAGE>

                  and upon such notice as may be required by such exchange, if,
                  after notice given by the Company to the Trustee of the
                  proposed payment pursuant to this clause, such manner shall be
                  deemed practicable by the Trustee.

                  Subject to the foregoing provisions of this Section 2.12, each
Note delivered under this Indenture upon transfer of or in exchange for or in
lieu of any other Note shall carry the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Note.

                  SECTION 2.13. PERSONS DEEMED OWNERS.

                  The Company, the Trustee, any Paying Agent and any
authenticating agent may treat the Person in whose name any Note is registered
as the owner of such Note for the purpose of receiving payments of principal of,
or interest on, such Note and for all other purposes. None of the Company, the
Trustee, any Paying Agent or any authenticating agent shall be affected by any
notice to the contrary.

                  SECTION 2.14. ISSUANCE OF ADDITIONAL NOTES

                  The Company shall be entitled, subject to its compliance with
Section 4.11 hereof, to issue Additional Notes under this Indenture which shall
have identical terms as the Initial Notes issued on the date hereof, other than
with respect to the date of issuance, issue price and rights under the
Registration Rights Agreement, if any. The Initial Notes issued on the date
hereof, any Additional Notes and all Exchange Notes issued in exchange therefor
shall be treated as a single class for all purposes under this Indenture,
including without limitation, directions, waivers, consents, redemptions and
Offers to Purchase.

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

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

                  (b) the issue price, the issue date and the CUSIP and/or ISIN
number of such Additional Notes; and

                  (c) whether such Additional Notes shall be subject to the
restrictions on transfer set forth in Section 2.6 hereof relating to Restricted
Global Notes and Restricted Definitive Notes.

                  SECTION 2.15. CUSIP NUMBERS.

                  The Company in issuing the Notes may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no

                                       46

<PAGE>

representation is made as to the correctness of such numbers either as printed
on the Notes or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Notes, and any
such redemption shall not be affected by any defect in or omission of such
numbers. The Company will promptly notify the Trustee in writing of any change
in the "CUSIP" numbers.

                                  ARTICLE III

                                   REDEMPTION

                  SECTION 3.1. RIGHT OF REDEMPTION.

                  Redemption of Notes, as permitted by any provision of this
Indenture, shall be made in accordance with Paragraph 5 of the Notes and this
Article III.

                  SECTION 3.2. NOTICES TO TRUSTEE.

                  If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.8 hereof and Paragraph 5 of the Notes, it
shall notify the Trustee in an Officer's Certificate of the Redemption Date, the
Redemption Price, the principal amount of Notes to be redeemed and stating that
the redemption will comply with the conditions contained herein and whether it
wants the Trustee to give notice of redemption to the Holders.

                  If the Company elects to reduce the principal amount of Notes
to be redeemed pursuant to Section 3.8 hereof and Paragraph 5 of the Notes by
crediting against any such redemption Notes it has not previously delivered to
the Trustee for cancellation, it shall so notify the Trustee of the amount of
the reduction and deliver such Notes with such notice.

                  The Company shall give each notice to the Trustee provided for
in this Section 3.2 at least 45 days before the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee). Any such notice may be
cancelled at any time prior to notice of such redemption being mailed to any
Holder and shall thereby be void and of no effect.

                  SECTION 3.3. SELECTION OF NOTES TO BE REDEEMED.

                  If less than all of the Notes are to be redeemed at any time,
the Trustee shall select the Notes to be redeemed in such manner as complies
with any applicable depositary, legal and national securities exchange or
automated quotation system if any, on which the Notes are listed or, if the
Notes are not so listed, on a pro rata basis, by lot or by such other method as
the Trustee shall determine to be fair and appropriate, provided that no Notes
of $1,000 principal amount or less shall be redeemed in part.

                                       47

<PAGE>

                  The Trustee shall make the selection from the Notes
outstanding and not previously called for redemption and shall promptly notify
the Company in writing of the Notes selected for redemption and, in the case of
any Note selected for partial redemption, the principal amount thereof to be
redeemed. The Trustee may select for redemption portions (equal to $1,000 or any
integral multiple thereof) of the principal of Notes that have denominations
larger than $1,000. Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption.

                  SECTION 3.4. NOTICE OF REDEMPTION.

                  At least 30 days but not more than 60 days before a Redemption
Date, the Company shall send a notice of redemption, by first class mail, to the
Trustee and to each Holder whose Notes are to be redeemed. At the Company's
request, the Trustee shall give the notice of redemption in the Company's name
and at the Company's expense. Each notice for redemption shall identify the
Notes to be redeemed and shall state:

                                    (1) the Redemption Date;

                                    (2) the Redemption Price, including the
                  amount of accrued and unpaid interest, if any, to be paid upon
                  such redemption;

                                    (3) the name, address and telephone number
                  of the Paying Agent;

                                    (4) that Notes called for redemption must be
                  surrendered to the Paying Agent at the address specified in
                  such notice to collect the Redemption Price;

                                    (5) that, unless (a) the Company defaults in
                  its obligation to deposit Cash with the Paying Agent in
                  accordance with Section 3.6 hereof or (b) such redemption
                  payment is prohibited pursuant to this Indenture or otherwise,
                  Notes called for redemption cease to accrue interest on and
                  after the Redemption Date, and the only remaining right of the
                  Holders of such Notes is to receive payment of the Redemption
                  Price, including accrued and unpaid interest thereon to, but
                  excluding, the Redemption Date, upon surrender to the Paying
                  Agent of the Notes called for redemption and to be redeemed;

                                    (6) if any Note is being redeemed in part,
                  the portion of the principal amount, equal to $1,000 or any
                  integral multiple thereof, of such Note to be redeemed and
                  that, after the Redemption Date, and upon surrender of such
                  Note, a new Note or Notes in aggregate principal amount equal
                  to the unredeemed portion thereof will be issued;

                                    (7) if less than all the Notes are to be
                  redeemed, the identification of the particular Notes (or
                  portion thereof) to be

                                       48

<PAGE>

                  redeemed, as well as the aggregate principal amount of such
                  Notes to be redeemed and the aggregate principal amount of
                  Notes to be outstanding after such partial redemption;

                                    (8) the CUSIP number of the Notes to be
                  redeemed; and

                                    (9) that the notice is being sent pursuant
                  to this Section 3.4 and pursuant to the redemption provisions
                  of Paragraph 5 of the Notes.

                  SECTION 3.5. EFFECT OF NOTICE OF REDEMPTION.

                  Once notice of redemption is mailed in accordance with Section
3.4, Notes called for redemption become due and payable on the Redemption Date
and at the Redemption Price, including accrued and unpaid interest, if any, to
the Redemption Date. Upon surrender to the Trustee or Paying Agent, such Notes
called for redemption shall be paid at the Redemption Price, including accrued
and unpaid interest, if any, to, but excluding, the Redemption Date; provided
that if the Redemption Date is after a regular Record Date and on or prior to
the corresponding Interest Payment Date, the accrued interest shall be payable
to the Holder of the redeemed Notes registered on the relevant Record Date; and
provided, further, that if a Redemption Date is not a Business Day, payment
shall be made on the next succeeding Business Day and no interest shall accrue
for the period from such Redemption Date to such succeeding Business Day.

                  SECTION 3.6. DEPOSIT OF REDEMPTION PRICE.

                  On or prior to the Redemption Date, the Company shall deposit
with the Paying Agent (other than the Company or an Affiliate of the Company)
Cash sufficient to pay the Redemption Price of, including accrued and unpaid
interest on all Notes to be redeemed on such Redemption Date (other than Notes
or portions thereof called for redemption on that date that have been delivered
by the Company to the Trustee for cancellation). The Paying Agent shall promptly
return to the Company any Cash so deposited which is not required for that
purpose upon the written request of the Company.

                  If the Company complies with the preceding paragraph and the
other provisions of this Article III and payment of the Notes called for
redemption is not prohibited under this Indenture or otherwise, interest on the
Notes to be redeemed will cease to accrue on and after the applicable Redemption
Date, whether or not such Notes are presented for payment. Notwithstanding
anything herein to the contrary, if any Note surrendered for redemption in the
manner provided in the Notes shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall continue to accrue and be paid from the Redemption Date until
such payment is made on the unpaid principal, and, to the extent lawful, on any

                                       49

<PAGE>

interest not paid on such unpaid principal, in each case at the rate and in the
manner provided in Section 4.1 hereof and the Note.

                  SECTION 3.7. NOTES REDEEMED IN PART.

                  Upon surrender of a Note that is to be redeemed in part, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder, without service charge to the Holder, a new Note or Notes equal in
principal amount to the unredeemed portion of the Note surrendered.

                  SECTION 3.8. OPTIONAL REDEMPTION.

                  The Notes may not be redeemed prior to September 30, 2007. On
or after September 30, 2007, the Notes may be redeemed in whole or from time to
time in part at any time, at the option of the Company, at the Redemption Prices
(expressed as a percentage of principal amount) set forth below with respect to
the indicated Redemption Date, in each case, plus any accrued but unpaid
interest to, but excluding, the Redemption Date.

<TABLE>
<CAPTION>
  If redeemed during
  the 12-month period
beginning September 30,                 Redemption Price
-----------------------                 ----------------
<S>                                     <C>
2007................................         105.500%
2008................................         104.125%
2009................................         102.750%
</TABLE>

                  SECTION 3.9. MANDATORY REDEMPTION.

                  Except as set forth under Sections 4.20 and 4.21 hereof, the
Company shall not be required to make mandatory redemption payments with respect
to the Notes.

                                   ARTICLE IV

                                    COVENANTS

                  SECTION 4.1. PAYMENT OF NOTES.

                  The Company shall pay the principal of and interest on the
Notes on the dates and in the manner provided in the Notes. An installment of
principal of, or interest on, the Notes shall be considered paid on the date it
is due if the Trustee or Paying Agent (other than the Company or an Affiliate of
the Company) holds for the benefit of the Holders, on or before 10:00 a.m. New
York City time on that date, Cash deposited and designated for and sufficient to
pay the installment.

                                       50

<PAGE>

                  The Company shall pay interest on overdue principal and on
overdue installments of interest at the rate specified in the Notes compounded
semi-annually, to the extent lawful.

                  SECTION 4.2. MAINTENANCE OF OFFICE OR AGENCY.

                  The Company shall maintain in the Borough of Manhattan, The
City of New York, an office or agency where Notes may be presented or
surrendered for payment, where Notes may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company shall give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office 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 address of the Trustee set forth in Section 12.2.

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

                  SECTION 4.3. CORPORATE EXISTENCE.

                  Subject to Article V, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and the corporate or other existence of each of its Subsidiaries in
accordance with the respective organizational documents of each of them and the
rights (charter and statutory) and corporate franchises of the Company and each
of its Subsidiaries; provided, however, that the Company shall not be required
to preserve, with respect to itself, any right or franchise, and with respect to
any of its Subsidiaries, any such existence, right or franchise, if (a) the
Company shall, in good faith, reasonably determine that the preservation thereof
is no longer desirable in the conduct of the business of such entity and (b) the
loss thereof is not disadvantageous in any material respect to the Holders.

                  SECTION 4.4. PAYMENT OF TAXES AND OTHER CLAIMS.

                  Except with respect to immaterial items, the Company shall,
and shall cause each of its Subsidiaries to, pay or discharge or cause to be
paid or discharged, before the same shall become delinquent, (i) all taxes,
assessments and governmental charges (including withholding taxes and any
penalties, interest and additions to taxes) levied or imposed upon the Company
or any of its Subsidiaries or any of their respective

                                       51

<PAGE>

properties and assets and (ii) all lawful claims, whether for labor, materials,
supplies, services or anything else, which have become due and payable and which
by law have or may become a Lien upon the property and assets of the Company or
any of its Subsidiaries; provided, however, that neither the Company nor any
Subsidiary shall be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings and for
which disputed amounts adequate reserves have been established in accordance
with GAAP.

                  SECTION 4.5. MAINTENANCE OF PROPERTIES AND INSURANCE.

                  The Company shall cause all material properties used or useful
to the conduct of its business and the business of each of its Subsidiaries to
be maintained and kept in good condition, repair and working order (reasonable
wear and tear excepted) and supplied with all necessary equipment and shall
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in its reasonable good faith judgment may be
necessary, so that the business carried on in connection therewith may be
properly conducted at all times; provided, however, that nothing in this Section
4.5 shall prevent the Company or any Subsidiary from discontinuing any operation
or maintenance of any of such properties, or disposing of any of them, if such
discontinuance or disposal is (a) in the judgment of the Company, desirable in
the conduct of the business of such entity and (b) not disadvantageous in any
material respect to the Holders.

                  The Company shall provide, or cause to be provided, for itself
and each of its Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds that, in the reasonable, good faith judgment
of the Company is adequate and appropriate for the conduct of the business of
the Company and such Subsidiaries in a prudent manner, with (except for
self-insurance) reputable insurers or with the government of the United States
of America or an agency or instrumentality thereof, in such amounts, with such
deductibles, and by such methods as shall be customary, in the reasonable, good
faith judgment of the Company and adequate and appropriate for the conduct of
the business of the Company and such Subsidiaries in a prudent manner for
entities similarly situated in their industry, unless failure to provide such
insurance (together with all other such failures) would not have a material
adverse effect on the financial condition or results of operations of the
Company or such Subsidiary.

                  SECTION 4.6. COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT.

                  (a) The Company shall deliver to the Trustee within 120 days
after the end of its fiscal year an Officers' Certificate complying with Section
314(a)(4) of the TIA and stating that a review of its activities and the
activities of its Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining whether
the Company has kept, observed, performed and fulfilled its obligations under
this Indenture and the Collateral Documents and further stating, as to each such
Officer signing such certificate, whether or not the signer knows of any failure

                                       52

<PAGE>

by the Company or any Subsidiary of the Company to comply with any conditions or
covenants in this Indenture and the Collateral Documents and, if such signor
does know of such a failure to comply, the certificate shall describe such
failure with particularity. The Officers' Certificate shall also notify the
Trustee should the relevant fiscal year end on any date other than the current
fiscal year end date.

                  (b) The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, promptly upon becoming aware of any
Default, Event of Default or fact which would prohibit the making of any payment
to or by the Trustee in respect of the Notes, an Officers' Certificate
specifying such Default, Event of Default or fact and what action the Company is
taking or proposes to take with respect thereto. The Trustee shall not be deemed
to have knowledge of any Default, any Event of Default or any such fact unless
one of its Trust Officers receives notice thereof from the Company or any of the
Holders.

                  SECTION 4.7. REPORTS.

                  Whether or not the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall
deliver to the Trustee and to each Holder and to prospective purchasers of Notes
identified to the Company, within 15 days after it is or would have been
required to file such with the Commission, annual and quarterly consolidated
financial statements substantially equivalent to financial statements that would
have been included in reports filed with the Commission if the Company was
subject to the requirements of Section 13 or 15(d) of the Exchange Act,
including, with respect to annual information only, a report thereon by the
Company's certified independent public accountants as such would be required in
such reports to the Commission and, in each case, together with a management's
discussion and analysis of financial condition and results of operations which
would be so required. Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                  SECTION 4.8. LIMITATION ON STATUS AS INVESTMENT COMPANY.

                  Neither the Company nor any of its Subsidiaries shall become
an "investment company" (as that term is defined in the Investment Company Act
of 1940, as amended), or otherwise become subject to regulation under the
Investment Company Act.

                  SECTION 4.9. WAIVER OF STAY, EXTENSION OR USURY LAWS.

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law which

                                       53

<PAGE>

would prohibit or forgive the Company from paying all or any portion of the
principal of, and interest on the Notes as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) the Company hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                  SECTION 4.10. RULE 144A INFORMATION REQUIREMENT.

                  If at any time there are Transfer Restricted Notes outstanding
and the Company shall cease to have a class of equity securities registered
under Section 12(g) of the Exchange Act or shall cease to be subject to Section
15(d) of the Exchange Act, the Company shall furnish to the Holders or
beneficial holders of the Notes and prospective purchasers of Notes designated
by the Holders of Transfer Restricted Notes, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act
until such time as the Shelf Registration Statement has become effective under
the Securities Act. The Company shall also furnish such information during the
pendency of any suspension of effectiveness of the Shelf Registration Statement.

                  SECTION 4.11. LIMITATION ON THE INCURRENCE OF INDEBTEDNESS AND
ISSUANCE OF DISQUALIFIED STOCK.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable with respect
to (collectively, "incur" and, correlatively, "incurred" and "incurrence") any
Indebtedness (including, without limitation, Acquired Debt), and the Company
shall not issue any Disqualified Stock and shall not permit any of its
Restricted Subsidiaries to issue any preferred stock; provided, however, that
the Company and its Restricted Subsidiaries may incur Indebtedness (including
Acquired Debt) if after giving effect to the incurrence of such Indebtedness and
the application of the proceeds thereof, the Consolidated Coverage Ratio of the
Company and its Restricted Subsidiaries (on a consolidated basis) would not
exceed 2.00 to 1.00.

                  The foregoing limitations shall not apply to:

                           (i) Indebtedness incurred by the Company and its
         Restricted Subsidiaries under the Credit Agreement in an aggregate
         principal amount at the time incurred equal to the greater of (i) $102
         million and (ii) the Borrowing Base Amount;

                           (ii) Indebtedness represented by the Senior
         Subordinated Notes;

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<PAGE>

                           (iii) additional Indebtedness incurred by the Company
         in respect of Capital Lease Obligations or Purchase Money Obligations
         in an aggregate principal amount not to exceed $10,000,000 at any time
         outstanding;

                           (iv) Indebtedness represented by the Notes and this
         Indenture;

                           (v) Hedging Obligations incurred by the Company
         pursuant to agreements or other arrangements designed to protect the
         Company against fluctuations in interest rates and/or currency exchange
         rates resulting from its borrowings under the Credit Agreement;

                           (vi) additional unsecured Indebtedness which is
         subordinate in right of payment to the Notes, not to exceed $5,000,000
         at any time outstanding;

                           (vii) Indebtedness of the Company to any of its
         Wholly Owned Subsidiaries that is a Restricted Subsidiary, and
         Indebtedness of any Wholly Owned Subsidiary of the Company that is a
         Restricted Subsidiary to the Company or any of its Wholly Owned
         Subsidiaries that is a Restricted Subsidiary (the Indebtedness incurred
         pursuant to this clause (vii) being hereinafter referred to as
         "Intercompany Indebtedness"); provided that in the case of Intercompany
         Indebtedness of the Company (other than Intercompany Indebtedness
         pursuant to the Credit Agreement) such obligations shall be unsecured
         and subordinated in all respects to the Company's obligations pursuant
         to the Notes; provided, further, that an incurrence of Indebtedness
         shall be deemed to have occurred upon (a) any sale or other disposition
         of Intercompany Indebtedness to a Person other than the Company or any
         of its Restricted Subsidiaries, (b) any sale or other disposition of
         Equity Interests of any Restricted Subsidiary of the Company which
         holds Intercompany Indebtedness such that such Restricted Subsidiary
         ceases to be a Restricted Subsidiary after such sale or other
         disposition or (c) designation of a Restricted Subsidiary as an
         Unrestricted Subsidiary;

                           (viii)  the incurrence by the Company of Indebtedness
        issued in exchange for, or the proceeds of which are used to extend,
        refinance, renew, replace, defease or refund Indebtedness incurred
        pursuant to the Consolidated Coverage Ratio test set forth in the first
        paragraph of this covenant or pursuant to clauses (i), (ii) or (iv) of
        this covenant in whole or in part (the "Refinancing Indebtedness");
        provided, however, that (A) (i) the aggregate principal amount of any
        Refinancing Indebtedness (other than a Credit Agreement Refinancing
        Indebtedness) shall not exceed the aggregate principal amount of
        Indebtedness so extended, refinanced, renewed, replaced, defeased or
        refunded, and (ii) the aggregate principal amount of any Credit
        Agreement Refinancing Indebtedness may exceed the aggregate principal
        amount of the Indebtedness incurred under the Credit Agreement so
        extended, refinanced, renewed, replaced, defeased or refunded only
        to the extent permitted under Section 4.11(i) hereof; (B) the
        Refinancing Indebtedness shall have a Weighted Average Life to Maturity
        equal to or greater than the Weighted Average Life to Maturity of the
        Indebtedness being

                                       55

<PAGE>

         extended, refinanced, renewed, replaced, defeased or refunded; (C) if
         the Indebtedness being extended, refinanced, renewed, replaced,
         defeased or refunded is pari passu with or subordinated in right of
         payment to the Notes, the Refinancing Indebtedness shall be pari passu
         with or subordinated, as the case may be, in right of payment to the
         Notes on terms at least as favorable to the Holders of Notes as those
         contained in the documentation governing the Indebtedness being
         extended, refinanced, renewed, replaced, defeased or refunded (any such
         extension, refinancing, renewal, replacement, defeasance or refunding
         being referred to as a "Permitted Refinancing");

                           (ix) Indebtedness of the Company or any Restricted
         Subsidiary consisting of guarantees, indemnities, or obligations in
         respect of purchase price adjustments, in connection with the
         acquisition or disposition of any business, assets or Subsidiary of the
         Company permitted under this Indenture;

                           (x) Indebtedness of the Company or a Restricted
         Subsidiary owed to any Person in connection with liability insurance
         provided by such Person to the Company or such Restricted Subsidiary,
         pursuant to reimbursement or indemnification obligations to such
         Person, in each case incurred in the ordinary course of business;

                           (xi) Guarantees of Indebtedness permitted to be
         incurred under this Indenture;

                           (xii) Indebtedness in respect of performance bonds;
         and

                           (xiii) Indebtedness not included in paragraphs (i)
         through (xii) above which does not exceed at any time, in the
         aggregate, $2,000,000.

                  SECTION 4.12. LIMITATION ON RESTRICTED PAYMENTS.

                  (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly:

                           (i) declare or pay any dividend or make any
         distribution on account of Equity Interests, other than

                                    (A) dividends or distributions payable in
                           Equity Interests (other than Disqualified Stock) of
                           the Company; or

                                    (B) dividends or distributions payable to
                           the Company or a Wholly Owned Subsidiary of the
                           Company that is a Restricted Subsidiary;

                           (ii) purchase, redeem or otherwise acquire or retire
         for value any Equity Interests of the Company (other than any such
         Equity Interests owned by

                                       56

<PAGE>

         the Company or a Wholly Owned Subsidiary of the Company that is a
         Restricted Subsidiary);

                           (iii) purchase, redeem, repay, defease or otherwise
         acquire or retire for value any Indebtedness that is subordinated in
         right of payment to the Notes except (i) for regularly scheduled
         payments of interest when due or payment of principal at maturity
         thereof, (ii) as permitted under Section 4.20 hereof, and (iii) as
         permitted or required under Section 4.21 of the Senior Subordinated
         Notes Indebtedness;

                           (iv) make any Investment (other than a Permitted
         Investment);

                           (all such payments and other actions set forth in
         clauses (i) through (iv) above being collectively referred to as
         "Restricted Payments");

         unless, at the time of and after giving effect to such Restricted
         Payment:

                                    (A) no Default or Event of Default shall
         have occurred and be continuing or would occur as a consequence
         thereof;

                                    (B) the Company would, at the time of such
         Restricted Payment and after giving pro forma effect thereto as if such
         Restricted Payment had been made at the beginning of the applicable
         four-quarter period, have been permitted to incur at least $1.00 of
         additional Indebtedness pursuant to the Consolidated Coverage Ratio
         test set forth in Section 4.11; and

                                    (C) such Restricted Payment (the amount of
         any such payment, if other than cash, to be determined in good faith by
         the Board of Directors, whose determination shall be conclusive and
         evidenced by a resolution in an Officers' Certificate delivered to the
         Trustee), together with the aggregate of all other Restricted Payments
         made by the Company and its Restricted Subsidiaries after the date of
         this Indenture (including Restricted Payments permitted by the next
         succeeding paragraph, except as set forth therein), shall not exceed
         the sum of (w) 50% of the Consolidated Net Income of the Company for
         the period (taken as one accounting period) commencing on the first day
         of the Company's first fiscal quarter beginning after the initial
         issuance of the Notes and ending on the last day of the Company's most
         recently ended fiscal quarter for which internal financial statements
         are available at the time of such Restricted Payment (or, if such
         Consolidated Net Income for such period is a deficit, 100% of such
         deficit as a negative number), plus (x) 100% of the aggregate net cash
         proceeds received by the Company from the issuance or sale since the
         date of initial issuance of the Notes of Equity Interests of the
         Company or of debt securities of the Company that have been converted
         into such Equity Interests (other than Equity Interests (or convertible
         debt securities) sold to a Subsidiary of the Company and other than
         Disqualified Stock or debt securities that have been converted into
         Disqualified Stock), plus (y) the aggregate cash received by the

                                       57

<PAGE>

         Company as capital contributions to the Company after the date of
         initial issuance of the Notes (other than from a Subsidiary), plus (z)
         any cash received by the Company after the date of initial issuance of
         the Notes as a dividend or distribution from any of its Unrestricted
         Subsidiaries or from the sale of any of its Unrestricted Subsidiaries
         less the cost of disposition and taxes, if any (but in each case
         excluding any such amounts included in Consolidated Net Income).

                  (b) The foregoing provisions shall not prohibit:

                           (i) the payment of any dividend within 60 days after
         the date of declaration thereof, if at said date of declaration such
         payment would have complied with the provisions of this Indenture;

                           (ii) the redemption, repurchase, retirement or other
         acquisition of any Equity Interests of the Company, or the defeasance,
         redemption or repurchase of subordinated Indebtedness in exchange for,
         or out of the proceeds of, the substantially concurrent sale (other
         than to a Subsidiary of the Company) of Equity Interests of the Company
         (other than any Disqualified Stock) or out of the net proceeds of a
         substantially concurrent cash capital contribution received by the
         Company; provided that the amount of any such proceeds that are
         utilized for any such redemption, repurchase, retirement, defeasance or
         other acquisition shall be excluded from Section 4.2(C)(x);

                           (iii) the repayment, defeasance, redemption or
         repurchase of subordinated Indebtedness with the net proceeds from an
         incurrence of Refinancing Indebtedness in a Permitted Refinancing;

                           (iv) the repayment, defeasance, redemption or
         repurchase of Senior Subordinated Notes for an aggregate purchase price
         of $15,000,000 or less;

                           (v) any Investment made with the proceeds of a
         substantially concurrent sale (other than to a Restricted Subsidiary of
         the Company) of Capital Stock of the Company (other than Disqualified
         Stock); provided, however, the proceeds of such sale shall not be (and
         have not been) included in Section 4.12(a)(C) hereof;

                           (vi) other restricted payments of up to $5,000,000 in
         the aggregate; or

                           (vii) the payment of a dividend or distribution by
         the Company and its Subsidiaries, directly or indirectly, to ACP
         Holding in an amount sufficient to permit ACP Holding to pay its
         consolidated, combined or unitary United States federal, state and
         local tax liabilities relating to the business of the Company and its
         Subsidiaries, provided that ACP Holding applies the amount of such
         dividend or distribution for such purpose at such time;

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<PAGE>

                           (viii) upon the occurrence of a Change of Control
         within 60 days of the completion of the offer to repurchase the Notes
         pursuant to Section 4.21, any purchase, retirement, redemption or other
         acquisition of subordinated Obligations permitted to be incurred
         pursuant to this Indenture (including the Senior Subordinated Notes)
         and only to the extent necessary to comply with the covenants and other
         provisions of such subordinated Obligations;

                           (ix) payments by the Company to NFC Castings or ACP
         Holding not to exceed an amount necessary to permit NFC Castings or ACP
         Holding to (A) make payments in respect to its indemnification
         obligations owing to directors, officers, or other Persons under NFC
         Castings' or ACP Holding's charter or by-laws or pursuant to written
         agreements with any such Person, (B) make payments in respect of its
         other operational expenses (other than taxes) incurred in the ordinary
         course of business, or (c) make payments in respect of indemnification
         obligations and costs and expenses incurred by ACP Holding in
         connection with any offering of common stock of ACP Holding; or

                           (x) distributions by the Company and the Restricted
         Subsidiaries in amounts necessary to permit such Person to repurchase
         securities of such Person from employees of such Person upon the
         termination of their employment, so long as the aggregate cash amount
         of all such Distributions by all such Persons, measured at the time
         when made, does not exceed $250,000 in any fiscal year of the Company.

provided, further, however, that at the time of, and after giving effect to, any
Restricted Payment permitted under clauses (i), (ii), (iii), (vi), (viii) and
(x) no Default or Event of Default shall have occurred and be continuing;
provided, further, that the Restricted Payments described in clauses (vii) and
(ix), shall not be counted in computing the aggregate amount of all Restricted
Payments made pursuant to this Indenture.

                  For purposes of the foregoing calculations, the amount of any
Investment that constitutes a Restricted Payment shall be equal to the greater
of (i) the net book value of such Investment and (ii) the fair market value of
such Investment (in each case as certified by a resolution of the independent
directors of the Company if the book value or fair market value of such
investment exceeds $1,000,000).

                  Not later than the date of making any Restricted Payment, the
Company shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.12 were computed, which calculations may
be based upon the Company's latest available financial statements.

                  SECTION 4.13. LIMITATION ON LIENS.

                  The Company shall not, and shall not cause or permit any of
its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to exist any Liens on

                                       59

<PAGE>

any asset now owned or acquired after the date of this Indenture or any income
or profits therefrom or assign or convey any right to receive income therefrom,
except Permitted Liens; provided, that, in the case of Permitted Liens securing
Indebtedness that is expressly subordinate or junior in right of payment to the
Notes or a Subsidiary Guarantee, the Notes or such Subsidiary Guarantee is
secured by a Lien on such property, assets or proceeds that is senior in
priority to such Liens, and further provided, that Section 11.1(c) shall be
complied with in the case of Permitted Liens securing Indebtedness under the
Credit Agreement.

                  SECTION 4.14. LIMITATION ON DIVIDENDS AND OTHER PAYMENT
RESTRICTIONS AFFECTING SUBSIDIARIES.

                  The Company shall not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or restriction on
the ability of any Restricted Subsidiary to:

                           (i) pay dividends or make any other distributions to
         the Company or any of its Restricted Subsidiaries (a) on its Capital
         Stock or (b) with respect to any other interest or participation in, or
         measured by, its profits;

                           (ii) pay any Indebtedness owed to the Company or any
         of its Restricted Subsidiaries;

                           (iii) make loans or advances to the Company or any of
         its Restricted Subsidiaries; or

                           (iv) transfer any of its properties or assets to the
         Company or any of its Restricted Subsidiaries;

except for such encumbrances or restrictions existing under or by reason of (a)
the agreements evidencing the Senior Indebtedness and any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of those agreements; provided that they are not
materially more restrictive than the similar restrictions contained in those
agreements on the date of this Indenture, (b) this Indenture, the Notes, the
Senior Subordinated Notes Indenture, the Senior Subordinated Notes and the
Collateral Documents, (c) applicable law, (d) any instrument governing
Indebtedness or Capital Stock of a Person acquired by the Company or any of its
Restricted Subsidiaries as in effect at the time of such acquisition (except to
the extent such Indebtedness was incurred in connection with or in contemplation
of such acquisition), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired, (e) customary nonassignment
provisions in leases entered into in the ordinary course of business and
consistent with past practices, (f) Purchase Money Obligations for property
acquired in the ordinary course of business that impose restrictions of the
nature described in clause (iv) above on the property so acquired, (g)

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<PAGE>

Refinancing Indebtedness; provided that the restrictions contained in the
agreements governing such Refinancing Indebtedness are no more restrictive with
respect to the provisions set forth in clauses (i), (ii), (iii) and (iv) above
than those contained in the agreements governing the Indebtedness being
refinanced; (h) any agreement for the sale or other disposition of a Restricted
Subsidiary that restricts distributions by that Restricted Subsidiary pending
its sale or other disposition; or (i) restrictions on cash or other deposits or
net worth imposed by customers or suppliers under contracts entered into in the
ordinary course of business.

                  SECTION 4.15. LIMITATION ON TRANSACTIONS WITH AFFILIATES.

                  The Company shall not, and shall not permit, cause, or suffer
any Restricted Subsidiary of the Company to, directly or indirectly, sell,
lease, license, transfer or otherwise dispose of any of its properties or assets
to, or purchase any property or assets from, or enter into any contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless:

                           (i) such Affiliate Transaction is on terms that are
         no less favorable to the Company or the relevant Restricted Subsidiary
         than those that would have been obtained in a comparable arms' length
         transaction by the Company or such Restricted Subsidiary with an
         unrelated Person; and

                           (ii) the Company delivers to the Trustee (a) with
         respect to any Affiliate Transaction involving aggregate payments in
         excess of $500,000, a resolution of the Board of Directors set forth in
         an Officers' Certificate certifying that such Affiliate Transaction
         complies with clause (i) above and such Affiliate Transaction is
         approved by a majority of the disinterested members, if any, of the
         Board of Directors and (b) with respect to any Affiliate Transaction
         involving aggregate payments in excess of $20,000,000, an opinion as to
         the fairness to the Company or such Restricted Subsidiary from a
         financial point of view issued by a nationally recognized independent
         financial advisor;

provided, however, that the foregoing limitations shall not apply to (i) any
reasonable fees, advances and compensation (including incentive compensation)
provided to, and indemnity provided on behalf of, officers, directors and
employees of NFC Castings, ACP Holding, the Company and its Restricted
Subsidiaries as determined in good faith by the Board of Directors of the
Company, (ii) transactions between or among the Company and its Wholly Owned
Subsidiaries that are Restricted Subsidiaries, (iii) Restricted Payments
permitted by Section 4.12, (iv) payment of principal of, and interest on, the
Notes or the Senior Subordinated Notes held by Affiliates, (v) payment of the
Commitment Fee, (vi) 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; (vii) transactions pursuant to agreements entered into or in
effect on the date of this Indenture, including amendments thereto entered into
after the date of this Indenture, provided that

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<PAGE>

(A) the terms of any such amendment are not, in the aggregate, less favorable to
the Company or such Restricted Subsidiary than the terms of such agreement prior
to such amendment and (B) the transactions contemplated by such amendment are
otherwise permitted by this Indenture (viii) Intercompany Indebtedness permitted
to be incurred under Section 4.11 hereof or (ix) non-exclusive licenses of
intellectual property among the Company and the Restricted Subsidiaries or among
the Restricted Subsidiaries.

                  SECTION 4.16. LIMITATION ON LINES OF BUSINESS.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, engage in any business other than a Related Business.

                  SECTION 4.17. SALE AND LEASEBACK TRANSACTIONS.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, enter into any sale and leaseback transaction; provided, however,
that the Company or any Restricted Subsidiary may enter into a sale and
leaseback transaction if:

                  (a) the Company or that Restricted Subsidiary, as applicable,
could have (i) incurred Indebtedness in an amount equal to the Attributable Debt
relating to such sale and leaseback transaction under the Consolidated Coverage
Ratio test set forth in Section 4.11 hereof and (ii) created a Lien on such
property securing Attributable Debt pursuant to the provisions of Section 4.13
hereof;

                  (b) the net cash proceeds of such sale and leaseback
transaction are at least equal to the fair market value, as determined in good
faith by the Board of Directors and set forth in an Officers' Certificate
delivered to the Trustee, of the property that is the subject of that sale and
leaseback transaction; provided that no Officers' Certificate need be provided
if the fair market value of such sale and leaseback transaction, is determined
in good faith by the Board of Directors to be less than $1,000,000; and

                  (c) the transfer of assets in such sale and leaseback
transaction is permitted by, and the Company or such Restricted Subsidiary
applies the proceeds of such transaction in compliance with, the provisions of
Section 4.20 hereof.

                  SECTION 4.18. FUTURE GUARANTORS.

                  The Company shall cause each Person that (a) becomes a
Domestic Restricted Subsidiary following the date of this Indenture and (b)
guarantees any Indebtedness of the Company or any Subsidiary thereof to execute
and deliver to the Trustee a Subsidiary Guarantee at the time such Person
becomes obligated under any such Guarantee.

                  SECTION 4.19. PAYMENTS FOR CONSENT.

                  Neither the Company, nor any of the Company's Subsidiaries,
shall, directly or indirectly, pay or cause to be paid any consideration,
whether by way of

                                       62
<PAGE>

interest, fee or otherwise, to any holder of any Notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions hereof or
the Notes unless such consideration is offered to be paid or agreed to be paid
to all holders of the Notes which so consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

                  SECTION 4.20. ASSET SALES.

                  Neither the Company nor any of its Restricted Subsidiaries
shall engage in any Asset Sale, unless:

                           (i)      the Company or such Restricted Subsidiary,
         as the case may be, receives consideration at the time of such Asset
         Sale at least equal to the Fair Market Value (evidenced by a resolution
         of the Board of Directors set forth in an Officers' Certificate
         delivered to the Trustee) of the assets sold or otherwise disposed of;
         and

                           (ii)     at least 20% of the consideration therefor
         received by the Company or such Restricted Subsidiary is in the form of
         Cash or Cash Equivalents; provided, however, that if the Fair Market
         Value of the assets sold or otherwise disposed of exceeds $10,000,000,
         at least 75% of the consideration therefor received by the Company or
         such Restricted Subsidiaries is in the form of Cash or Cash
         Equivalents;

provided, further, however, that the amount of (a) any liabilities (as shown on
the Company's or such Restricted Subsidiary's most recent balance sheet or in
the notes thereto) of the Company or such Restricted Subsidiary (other than
liabilities that are by their terms subordinated in right of payment to the
Notes) that are assumed by the transferee of any such assets and (b) any notes
or other obligations received by the Company or such Restricted Subsidiary from
such transferee that are converted within 60 days by the Company or such
Restricted Subsidiary into cash (to the extent of the cash so received), shall
be deemed to be cash for purposes of clause (ii) above.

                  Within 180 days after the receipt of the Net Proceeds from an
Asset Sale, the Company shall apply the Net Proceeds from such Asset Sale first,
to repay or reduce the Term Loan, and to the extent such Indebtedness is paid in
full, to repay the Revolver (but shall not permanently reduce the commitment
thereunder). Pending the final application of any such Net Proceeds, the Company
may invest such Net Proceeds in any manner that is not prohibited by this
Indenture. Any Net Proceeds from the Asset Sale that are not applied as provided
in the first sentence of this paragraph will be deemed to constitute "Excess
Proceeds."

                  When the aggregate cumulative amount of Excess Proceeds
exceeds $5,000,000, the Company shall make an offer to all Holders of Notes to
purchase the maximum principal amount of Notes that may be purchased with the
Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus

                                       63

<PAGE>

accrued and unpaid interest thereon to the date of purchase, in accordance with
the procedures set forth in this Section 4.20 (an "Asset Sale Offer"). To the
extent that the aggregate principal amount of Notes tendered pursuant to an
Asset Sale Offer is less than the Excess Proceeds, the Company may use such
deficiency (i) for general corporate purposes in any manner not prohibited by
this Indenture (including the repayment, redemption or repurchase of Senior
Subordinated Notes to the extent permitted under Section 4.12(b)(iv) hereof) or
(ii) within 60 days of the completion of an Asset Sale Offer, to purchase,
retire, redeem or otherwise acquire subordinated Obligations permitted to be
incurred pursuant to this Indenture (including the Senior Subordinated Notes)
and only to the extent necessary to comply with the covenants and other
provisions of such subordinated Obligations.

                  If the aggregate principal amount of Notes surrendered by
Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes to be purchased on a pro rata basis. Upon completion of such offer to
purchase, the amount of Excess Proceeds shall be reset at zero.

                  In the event that the Company shall be required to commence an
Asset Sale Offer to all Holders to purchase Notes pursuant to this Section 4.20,
it shall follow the procedures specified below.

                  The Asset Sale Offer shall be commenced within 30 days
following the first date on which the Company has cumulative Excess Proceeds of
at least $5,000,000 and remain open for a period of at least 30 and not more
than 40 days, except to the extent that a longer period is required by
applicable law (the "Repurchase Offer Period"). No later than five Business Days
after the termination of the Offer Period (the "Repurchase Date"), the Company
shall purchase the principal amount of Notes required to be purchased pursuant
to this Section 4.20 hereof (the "Repurchase Price") or, if Notes having an
aggregate principal amount less than the amount of Excess Proceeds subject to
such Asset Sale Offer have been tendered, all Notes tendered in response to the
Asset Sale Offer. Payment for any Notes so purchased shall be made in the same
manner as interest payments are made.

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

                  Upon the commencement of an Asset Sale Offer, the Company
shall send, by first class mail, a notice to the Trustee or to each of the
Holders, with a copy to the Trustee. The notice shall contain all instructions
and materials necessary to enable such Holders to tender Notes pursuant to the
Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice,
which shall govern the terms of the Asset Sale Offer, shall state:

                                       64

<PAGE>

                  (a)      that the Asset Sale Offer is being made pursuant to
this Section 4.20 and the length of time the Asset Sale Offer shall remain open;

                  (b)      the Asset Sale Offer, the Repurchase Price and the
Repurchase Date;

                  (c)      that any Note not tendered or accepted for payment
shall continue to accrue interest;

                  (d)      that, unless the Company defaults in making such
payment, any Note accepted for payment pursuant to the Asset Sale Offer shall
cease to accrue interest after the Repurchase Date;

                  (e)      that Holders electing to have a Note purchased
pursuant to a Asset Sale Offer may only elect to have all of such Note purchased
and may not elect to have only a portion of such Note purchased;

                  (f)      that Holders electing to have a Note purchased
pursuant to any Asset Sale Offer shall be required to surrender the Note, with
the form entitled "Option of Holder to Elect Purchase" on the reverse of the
Note completed, or transfer by book-entry transfer, to the Company, a
depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least three days before the Asset Sale Purchase Date;

                  (g)      that Holders shall be entitled to withdraw their
election if the Company, the Depositary or the Paying Agent, as the case may be,
receives, not later than the expiration of the Repurchase Offer Period, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Note the Holder delivered for purchase and a
statement that such Holder is withdrawing his election to have such Note
purchased;

                  (h)      that, if the aggregate principal amount of Notes
surrendered by Holders exceeds the Repurchase Price, the Trustee shall select
the Notes to be purchased on a pro rata basis (with such adjustments as may be
deemed appropriate by the Trustee so that only Notes in denominations of $1,000,
or integral multiples thereof, shall be purchased); and

                  (i)      that Holders whose Notes were purchased only in part
shall be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered (or transferred by book-entry transfer).

                  The Company, the Depositary or the Paying Agent, as the case
may be, shall promptly (but in any case not later than five days after the
Repurchase Date) mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Company
for purchase, and the Company shall promptly issue a new Note, and the Trustee,
upon written order from the Company

                                       65

<PAGE>

shall authenticate and mail or deliver such new Note to such Holder, in a
principal amount equal to any unpurchased portion of the Note surrendered. Any
Note not so accepted shall be promptly mailed or delivered by the Company to the
Holder thereof. The Company shall publicly announce the results of the Asset
Sale Offer on the Repurchase Date.

                  The Company shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws, rules and regulations
thereunder to the extent such laws, rules and regulations are applicable in
connection with the repurchase of Notes pursuant to Asset Sale Offer.

                  SECTION 4.21. CHANGE OF CONTROL.

                  (a)      In the event that a Change of Control occurs, each
Holder shall have the right, at such Holder's option, subject to the terms and
conditions of this Indenture, to require the Company to repurchase all or any
part of such Holder's Notes (provided, that the principal amount of such Notes
must be $1,000 or an integral multiple thereof) on a date to be established by
the Company (the "Change of Control Payment Date") after the occurrence of such
Change of Control, at a cash price (the "Change of Control Repurchase Price")
equal to 101% of the aggregate principal amount thereof, together with accrued
and unpaid interest thereon to, but excluding, the Change of Control Payment
Date.

                  (b)      In the event that, pursuant to this Section 4.21, the
Company shall be required to commence an offer to purchase Notes (the "Change of
Control Offer"), the Company shall follow the procedures set forth in this
Section 4.21 as follows:

                                    (1)      the Company shall prepare and mail,
                  with a copy to the Trustee, or at the option of the Company
                  and at the expense of the Company, mail by the Trustee, the
                  Change of Control Offer within 30 days following a Change of
                  Control to each Holder of Notes;

                                    (2)      the Change of Control Offer shall
                  remain open for at least 30 and not more than 40 days (unless
                  otherwise required by applicable law) following its
                  commencement, except to the extent that a longer period is
                  required by applicable law;

                                    (3)      upon the expiration of a Change of
                  Control Offer, the Company shall purchase all Notes tendered
                  in response to the Change of Control Offer;

                                    (4)      if the Change of Control Payment
                  Date is on or after an interest payment record date and on or
                  before the related Interest Payment Date, any accrued interest
                  will be paid to the Person in whose name a Note is registered
                  at the close of business on such record

                                       66

<PAGE>

                  date, and no additional interest will be payable to
                  Noteholders who tender Notes pursuant to the Change of Control
                  Offer;

                                    (5)      the Company shall provide the
                  Trustee with notice of the Change of Control Offer at least
                  five Business Days before the commencement of any Change of
                  Control Offer; and

                                    (6)      on or before the commencement of
                  any Change of Control Offer, the Company or the Trustee (upon
                  the request and at the expense of the Company) shall send, by
                  first-class mail, a notice to each of the Noteholders, which
                  (to the extent consistent with this Indenture) shall govern
                  the terms of the Change of Control Offer and shall state:

                  (i)      that the Change of Control Offer is being made
                           pursuant to such notice and this Section 4.21 and
                           that all Notes, or portions thereof, tendered will be
                           accepted for payment;

                  (ii)     the Change of Control Repurchase Price (including the
                           amount of accrued and unpaid interest), the Change of
                           Control Payment Date and the Change of Control Put
                           Date;

                  (iii)    that any Note, or portion thereof, not tendered or
                           accepted for payment will continue to accrue
                           interest;

                  (iv)     that, unless the Company defaults in depositing Cash
                           with the Paying Agent in accordance with the last
                           paragraph of this clause (b) or such payment is
                           prevented pursuant to this Indenture, any Note, or
                           portion thereof, accepted for payment pursuant to the
                           Change of Control Offer shall cease to accrue
                           interest after the Change of Control Payment Date;

                  (v)      that Holders electing to have a Note, or portion
                           thereof, purchased pursuant to a Change of Control
                           Offer will be required to surrender the Note, with
                           the form entitled "Option of Holder to Elect
                           Purchase" on the reverse of the Note completed, to
                           the Paying Agent (which may not for purposes of this
                           Section 4.21, notwithstanding anything in this
                           Indenture to the contrary, be the Company or any
                           Affiliate of the Company) at the address specified in
                           the notice prior to the close of business on the
                           earlier of (a) the third Business Day prior to the
                           Change of Control Payment Date and (b) the third
                           Business Day following the expiration of the Change
                           of Control Offer (such earlier date being the "Change
                           of Control Put Date");

                                       67

<PAGE>

                  (vi)     that Holders will be entitled to withdraw their
                           election, in whole or in part, if the Paying Agent
                           (which may not for purposes of this Section 4.21,
                           notwithstanding anything in this Indenture to the
                           contrary, be the Company or any Affiliate of the
                           Company) receives, up to the close of business on the
                           Change of Control Put Date, a telegram, telex,
                           facsimile transmission or letter setting forth the
                           name of the Holder, the principal amount of the Notes
                           the Holder is withdrawing and a statement that such
                           Holder is withdrawing his election to have such
                           principal amount of Notes purchased; and

                  (vii)    a brief description of the events resulting in such
                           Change of Control.

                  On or before the Change of Control Date, the Company shall (i)
accept for payment Notes or portions thereof properly tendered pursuant to the
Change of Control Offer on or before the Change of Control Payment Date, (ii)
deposit with the Paying Agent Cash sufficient to pay the Change of Control
Repurchase Price of all Notes or portions thereof so tendered and (iii) deliver
to the Trustee Notes so accepted together with an Officers' Certificate listing
the Notes or portions thereof being purchased by the Company. The Paying Agent
shall promptly mail to Holders of Notes so accepted payment in an amount equal
to the Change of Control Repurchase Price (together with accrued and unpaid
interest), and the Trustee shall promptly authenticate and mail or deliver to
such Holders a new Note or Notes equal in principal amount to any unpurchased
portion of the Notes surrendered. Any Notes not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

                  The Company shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws, rules and regulations
thereunder to the extent such laws, rules and regulations are applicable in
connection with the repurchase of Notes pursuant to Change of Control Offer.

                  SECTION 4.22. CALCULATION OF ORIGINAL ISSUE DISCOUNT.

                  The Company shall file with the Trustee promptly at the end of
each calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Notes as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the Code
from time to time.

                                       68

<PAGE>

                                   ARTICLE V

                                   SUCCESSORS

                  SECTION 5.1. LIMITATION ON MERGER, CONSOLIDATION OR SALE OF
ASSETS.

                  The Company shall not consolidate or merge with or into
(whether or not the Company is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions, to another Person or
entity unless:

                  (i)      the Company is the surviving corporation or the
         Person formed by or surviving any such consolidation or merger (if
         other than the Company) or to which such sale, assignment, transfer,
         lease, conveyance or other disposition shall have been made is a
         corporation organized or existing under the laws of the United States,
         any state thereof or the District of Columbia;

                  (ii)     the Person formed by or surviving any such
         consolidation or merger (if other than the Company) or the Person to
         which such sale, assignment, transfer, lease, conveyance or other
         disposition shall have been made assumes all the obligations of the
         Company under the Notes and this Indenture and the Collateral Documents
         pursuant to a supplemental indenture in a form reasonably satisfactory
         to the Trustee;

                  (iii)    immediately before or immediately after giving effect
         to such transaction no Default or Event of Default shall have occurred
         and be continuing; and

                  (iv)     the Company or any Person formed by or surviving any
         such consolidation or merger, or to which such sale, assignment,
         transfer, lease, conveyance or other disposition shall have been made
         will, at the time of such transaction and after giving pro forma effect
         thereto as if such transaction had occurred at the beginning of the
         applicable four-quarter period, be permitted to incur at least $1.00 of
         additional Indebtedness pursuant to the Consolidated Coverage Ratio
         test set forth in Section 4.11.

The preceding clause (iv) shall not prohibit (A) a merger between the Company or
a Subsidiary Guarantor and a Restricted Subsidiary or (B) a merger between the
Company and an Affiliate with no substantial assets or liabilities for the sole
purpose of incorporating or reincorporating or organizing or reorganizing the
Company in another state of the United States, or the District of Columbia.

                                       69

<PAGE>

                  SECTION 5.2. SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of the Company in accordance with Section 5.1 hereof, the successor
corporation formed by such consolidation or into or with which the Company is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to the "Company" shall
refer instead to the successor corporation and not to the Company), and may
exercise every right and power of the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein;
provided, however, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest on the Notes except in the case
of a sale of all of the Company's assets that meets the requirements of Section
5.1 hereof.

                                   ARTICLE VI

                         EVENTS OF DEFAULT AND REMEDIES

                  SECTION 6.1. EVENTS OF DEFAULT.

                  "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be caused voluntarily or involuntarily or effected, without limitation, 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):

                  (a)      failure to pay any installment of interest on any of
the Notes as and when the same becomes due and payable, and the continuance of
such failure for a period of 30 days, whether or not such payment is prohibited
by this Indenture;

                  (b)      failure to pay all or any part of the principal of
the Notes when and as the same become due and payable at maturity, redemption,
repurchase or otherwise, whether or not such payment is prohibited by this
Indenture;

                  (c)      failure by the Company to comply with the provisions
of Section 4.20, Section 4.21 or Article V;

                  (d)      failure by the Company or any Restricted Subsidiary
to observe or perform any covenant or agreement contained in the Notes, this
Indenture (other than a default in the performance of any covenant or agreement
which is specifically dealt with elsewhere in this Section 6.1) or the
Collateral Documents, and continuance of such failure for a period of 30 days
after there has been given, by registered or certified mail, to the Company by
the Trustee, or to the Company and the Trustee by Holders of at least 25% in
aggregate principal amount of the then outstanding Notes, a written notice

                                       70

<PAGE>

specifying such failure, requesting it to be remedied and stating that such
notice is a "Notice of Default" hereunder;

                  (e)      default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness of the Company or any of its Restricted Subsidiaries (or the
payment of which is guaranteed by the Company or any of its Restricted
Subsidiaries) whether such Indebtedness or guarantee now exists, or is created
after the date of this Indenture, which default (a) is caused by a failure to
pay principal of such Indebtedness when due and prior to the expiration of the
grace period provided in such Indebtedness (a "Payment Default") or (b) results
in the acceleration of such Indebtedness prior to its express maturity and, in
each case described in clauses (a) and (b) of this subsection (e), the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $5,000,000 or more;

                  (f)      failure of the Company or any of its Restricted
Subsidiaries to pay final judgments aggregating in excess of $5,000,000, which
judgments have not been paid, stayed, bonded or discharged for a period (during
which execution shall not be effectively stayed) of 60 days (or, in the case of
any such final judgment which provides for payment over time, which shall so
remain unstayed, unbonded or undischarged beyond any applicable payment date
provided therein);

                  (g)      a decree, judgment, or order by a court of competent
jurisdiction shall have been entered adjudging the Company or any of its
Restricted Subsidiaries as bankrupt or insolvent, or approving as properly filed
a petition seeking reorganization of the Company or any of its Restricted
Subsidiaries under any bankruptcy or similar law, and such decree, judgment, or
order shall have continued undischarged and unstayed for a period of 60 days; or
a decree or order of a court of competent jurisdiction over the appointment of a
receiver, liquidator, trustee, or assignee in bankruptcy or insolvency of the
Company, any of its Restricted Subsidiaries, or of the property of any such
Person, or for the winding up or liquidation of the affairs of any such Person,
shall have been entered, and such decree, judgment, or order shall have remained
in force undischarged and unstayed for a period of 60 days; or

                  (h)      the Company or any of its Restricted Subsidiaries
shall institute proceedings to be adjudicated a voluntary bankrupt, or shall
consent to the filing of a bankruptcy proceeding against it, or shall file a
petition or answer or consent seeking reorganization under any bankruptcy or
similar law or similar statute, or shall consent to the filing of any such
petition, or shall consent to the appointment of a Custodian, receiver,
liquidator, trustee, or assignee in bankruptcy or insolvency of it or any of its
assets or property, or shall make a general assignment for the benefit of
creditors; or take any corporate action in furtherance of or to facilitate,
conditionally or otherwise, any of the foregoing;

                                       71

<PAGE>

                  (i)      any Subsidiary Guaranty relating to the Notes ceases
to be in full force and effect (other than in accordance with the terms of such
Subsidiary Guaranty), or any Subsidiary Guarantor denies or disaffirms its
obligations under its Subsidiary Guaranty relating to the Notes; or

                  (j)      the security interest under the Collateral Documents
shall, at any time, cease to be in full force and effect for any reason other
than the satisfaction in full of all Obligations under this Indenture and
discharge of this Indenture or any security interest created hereunder or under
the Collateral Documents shall be declared invalid or unenforceable or the
Company or any Restricted Subsidiary shall assert, in any pleading in any court
of competent jurisdiction, that any such security interest is invalid or
unenforceable.

                  Notwithstanding the 30-day period and notice requirement
contained in Section 6.1(d) above, with respect to a default under Section 4.21,
the 30-day period referred to in Section 6.1(d) shall be deemed to have begun as
of the date the Change of Control notice is required to be sent in the event
that the Company has not complied with the provisions of Section 4.21 and the
Trustee or Holders of at least 25% in principal amount of the outstanding Notes
thereafter give the Notice of Default referred to in Section 6.1(d) to the
Company and, if applicable, the Trustee; provided, however, that if the breach
or default is a result of a default in the payment when due of the Repurchase
Price on the Repurchase Date, such Event of Default shall be deemed, for
purposes of this Section 6.1, to arise no later than on the last Repurchase
Date.

                  SECTION 6.2. ACCELERATION OF MATURITY DATE; RESCISSION AND
ANNULMENT.

                  (a)      If an Event of Default (other than an Event of
Default specified in Section 6.1(g) or 6.1(h) relating to the Company) occurs
and is continuing, then, and in every such case, unless the principal of all of
the Notes shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of then outstanding
Notes, by a notice in writing to the Company (and to the Trustee if given by
such Holders) (an "Acceleration Notice"), may declare all of the principal of
the Notes (or the Repurchase Price if the Event of Default includes failure to
pay the Repurchase Price, determined as set forth below), including in each case
accrued and unpaid interest thereon and all other Obligations thereunder, to be
due and payable immediately. If an Event of Default specified in Section 6.1(g)
or 6.1(h) relating to the Company occurs, all principal, accrued and unpaid
interest thereon and all other Obligations thereunder will become immediately
due and payable on all outstanding Notes without any other act, declaration or
notice on the part of Trustee or the Holders.

                  At any time after such a declaration of acceleration has been
made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter provided in this Article VI, the Holders
of no less than a majority in aggregate principal amount of then outstanding
Notes, by written notice to the Trustee, may rescind and annul, on behalf of all
Holders, any such declaration of acceleration if:

                                       72

<PAGE>

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

                  (A)      all overdue interest on all Notes,

                  (B)      the principal of any Notes which would then be due
                           otherwise than by such declaration of acceleration,
                           and interest thereon at the rate borne by the Notes,

                  (C)      to the extent that payment of such interest is
                           lawful, interest upon overdue interest at the rate
                           borne by the Notes, and

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

         (2)      all Events of Default, other than the non-payment of the
                  principal of, and interest on, Notes that have become due
                  solely by such declaration of acceleration, have been cured or
                  waived as provided in Section 6.12, including, if applicable,
                  any Event of Default relating to the covenants contained in
                  Section 4.21.

Notwithstanding the previous sentence of this Section 6.2, no waiver shall be
effective against any Holder for any Event of Default or event which with notice
or lapse of time or both would be an Event of Default with respect to any
covenant or provision which cannot be modified or amended without the consent of
the Holder of each outstanding Note affected thereby, unless all such affected
Holders agree, in writing, to waive such Event of Default or other event. No
such waiver shall cure or waive any subsequent Default or Event of Default or
impair any right consequent thereon.

                  (b)      In the case of any Event of Default occurring by
reason of any willful action (or inaction) taken (or not taken) by or on behalf
of the Company with the intention of avoiding payment of the premium that the
Company would have had to pay if the Company then had elected to redeem the
Notes pursuant to the optional redemption provisions of this Indenture, an
equivalent premium shall also become and be immediately due and payable to the
extent permitted by law upon the acceleration of the Notes. If an Event of
Default occurs prior to September 30, 2007, by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company with the intention
of avoiding the prohibition on redemption of the Notes prior to such date, then,
premium shall be paid by the Company upon acceleration of the Notes, and in an
amount, for each of the years beginning on September 30 of the years set forth
below:

<TABLE>
<CAPTION>
YEAR                                                    PERCENTAGE
----                                                    ----------
<S>                                                     <C>
2003................................................     111.000%
2004................................................     109.625%
2005................................................     108.250%
2006................................................     106.875%
</TABLE>

                                       73

<PAGE>

                  SECTION 6.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE.

                  The Company covenants that if an Event of Default in payment
of principal, premium or interest specified in clause (a) or (b) of Section 6.1
occurs and is continuing, the Company shall, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Notes, the whole amount then due and
payable on such Notes for principal, premium, interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal (and premium, if any) and on any overdue interest, at the rate borne
by the Notes, and, in addition thereto, such further amount as shall be
sufficient to cover the reasonable costs and expenses of collection, including
compensation to, and reasonable expenses, disbursements and advances of the
Trustee, its agents and counsel.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust in favor
of the Holders, may institute a judicial proceeding for the collection of the
sums so due and unpaid, may prosecute such proceeding to judgment or final
decree and may enforce the same against the Company or any other obligor upon
the Notes and collect the moneys adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or any other obligor upon the
Notes, wherever situated.

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

                  SECTION 6.4. TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Notes or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Notes shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise to take any and all
actions under the TIA, including

         (1)      to file and prove a claim for the whole amount of principal
                  and interest owing and unpaid in respect of the Notes and to
                  file such other papers or documents as may be necessary or
                  advisable in order to have the claims of the Trustee
                  (including any claim for the reasonable compensation,

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                  expenses, disbursements and advances of the Trustee, its
                  agents and counsel) and of the Holders allowed in such
                  judicial proceeding, and

         (2)      to collect and receive any moneys or other property payable or
                  deliverable on any such claims and to distribute the same in
                  accordance with Section 6.6;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7.

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

                  SECTION 6.5. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
NOTES.

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

                  SECTION 6.6. PRIORITIES.

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

                  FIRST: To the Trustee in payment of all amounts due pursuant
to Section 7.7;

                  SECOND: To the holders of Senior Indebtedness of the Company;

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

                  FOURTH: The remainder, if any, shall be repaid to the
Company.

                  SECTION 6.7. LIMITATION ON SUITS.

                  No Holder of any Note shall have any right to institute or
order or direct the Trustee to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless

                           (A)      such Holder has previously given written
         notice to the Trustee of a continuing Event of Default;

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

                           (C)      such Holder or Holders have offered to the
         Trustee security or indemnity reasonably satisfactory to the Trustee
         against the costs, expenses and liabilities to be incurred or
         reasonably probable to be incurred in compliance with such request;

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

                           (E)      no direction inconsistent with such written
         request has been given to the Trustee during such 60-day period by the
         Holders of a majority in principal amount of then outstanding Notes;

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

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                  SECTION 6.8. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL AND INTEREST.

                  Notwithstanding any other provision of this Indenture but
subject to the provisions of Section 6.6, the Holder of any Note shall have the
right, which is absolute and unconditional, to receive payment of the principal
of, and interest on, such Note when due (including, in the case of redemption,
the Redemption Price on the applicable Redemption Date, and in the case of the
Repurchase Price, on the applicable Repurchase Date) and to institute suit for
the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

                  SECTION 6.9. RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes in Section 2.7, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                  SECTION 6.10. DELAY OR OMISSION NOT WAIVER.

                  No delay or omission by the Trustee or by any Holder of any
Note to exercise any right or remedy arising upon any Event of Default shall
impair the exercise of any such right or remedy or constitute a waiver of any
such Event of Default. Every right and remedy given by this Article VI or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

                  SECTION 6.11. CONTROL BY HOLDERS.

                  The Holder or Holders of no less than a majority in aggregate
principal amount of then outstanding Notes shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred upon the Trustee,
provided, that

         (1)      the Trustee may refuse to follow any direction that conflicts
                  with any rule of law or with this Indenture,

         (2)      the Trustee shall not determine that the action so directed
                  would be unjustly prejudicial to the Holders not taking part
                  in such direction or that may involve the Trustee in personal
                  liability, and

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

                  In the event the Trustee takes any action or follows any
direction pursuant to this Indenture, the Trustee shall be entitled to
indemnification reasonably satisfactory to it against any loss, expense or
liability caused by taking such action or following such direction.

                  SECTION 6.12. WAIVER OF PAST DEFAULT.

                  The Holder or Holders of not less than a majority in aggregate
principal amount of then outstanding Notes may, on behalf of all Holders, prior
to the declaration of acceleration of the maturity of the Notes, waive any past
default hereunder and its consequences, except a default

                  (A)      in the payment of the principal of, or interest on,
                           any Note not yet cured, or

                  (B)      in respect of a covenant or provision hereof which,
                           under Article IX, cannot be modified or amended
                           without the consent of the Holder of each outstanding
                           Note affected.

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair the exercise of any right arising
therefrom.

                  In the event of a waiver, the Company shall deliver to the
Trustee an Officer's Certificate stating that the requisite percentage of
Holders have consented to such waiver and attaching copies of such consents.
When a Default or Event of Default is waived, it is cured and ceases.

                  SECTION 6.13. UNDERTAKING FOR COSTS.

                  All parties to this Indenture agree, and each Holder of any
Note by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted to be taken by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 6.13 shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in aggregate principal amount
of then outstanding Notes, or to any suit instituted by any Holder for
enforcement of the payment of principal of, or

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interest on any Note on or after the respective Stated Maturity of such Note
(including, in the case of redemption, on or after the Redemption Date).

                  SECTION 6.14. RESTORATION OF RIGHTS AND REMEDIES.

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

                                   ARTICLE VII

                                     TRUSTEE

                  The Trustee hereby accepts the trust imposed upon it by this
Indenture and covenants and agrees to perform the same, as herein expressed.

                  SECTION 7.1. DUTIES OF TRUSTEE.

                  (a)      If a Default or an Event of Default actually known to
the Trustee has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture and use the same degree of
care and skill in 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 a Default or an
Event of Default:

                                    (1)      The Trustee need perform only those
                  duties as are specifically set forth in this Indenture and no
                  others, and no covenants or obligations shall be implied in or
                  read into this Indenture as against the Trustee.

                                    (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, with respect to certificates or opinions specifically
                  required by any provision hereof to be furnished to it, the
                  Trustee shall examine the certificates and opinions to
                  determine whether or not they conform to the requirements of
                  this Indenture.

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

                                    (1)      This paragraph does not limit the
                  effect of paragraph (b) of this Section 7.1.

                                    (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.

                                    (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 6.11 and the Trustee shall be entitled from time to
                  time to request and receive such direction.

                  (d)      No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or to take or omit
to take any action under this Indenture or at the request, order or direction of
the Holders or in the exercise of any of its rights or powers unless it receives
reasonable indemnity satisfactory to it against any loss, liability or expense.

                  (e)      Every provision of this Indenture that in any way
relates to the Trustee is subject to paragraphs (a), (b), (c), (d) and (f) of
this Section 7.1.

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

                  SECTION 7.2. RIGHTS OF TRUSTEE.

                  Subject to Section 7.1:

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

                  (b)      Before the Trustee acts or refrains from acting, it
may consult with counsel and may require an Officers' Certificate or an Opinion
of Counsel, which shall conform to Sections 14.4 and 14.5. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such certificate or advice of counsel.

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

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                  (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 conferred upon it by this Indenture.

                  (e)      The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, notice, request, direction, consent, order,
bond, debenture, or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit at the expense of the Company and shall incur no liability of any
kind by reason of such inquiry or investigation.

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

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

                  (h)      The Trustee shall have no duty to inquire as to the
performance of the Company's covenants in Article IV hereof. In addition, the
Trustee shall not be deemed to have knowledge of any Default or Event of Default
except (i) any Event of Default occurring pursuant to Sections 6.1(a) or 6.1(b),
or (ii) any Default or Event of Default of which a Trust Officer of the Trustee
shall have received written notification or obtained actual knowledge.

                  (i)      Subject to Section 9.2 hereof, the Trustee may (but
shall not be obligated to), without the consent of the Holders, give any
consent, waiver or approval required by the terms hereof. The Trustee shall be
entitled to request and conclusively rely on an Opinion of Counsel with respect
to whether any consent, waiver, approval, amendment or modification shall be
deemed to have a material adverse effect on the interest or rights of any
Holder.

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

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

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                  SECTION 7.3. INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company, any of
its Subsidiaries, or their respective Affiliates with the same rights it would
have if it were not Trustee. Any 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 makes no representation as to the validity or
adequacy of this Indenture, the Collateral Documents or the Notes and it shall
not be accountable for the Company's use of the proceeds from the Notes, and it
shall not be responsible for any statement in the Notes, other than the
Trustee's certificate of authentication, or the use or application of any funds
received by a Paying Agent other than the Trustee.

                  SECTION 7.5. NOTICE OF DEFAULT.

                  Except in the case of a Default or an Event of Default in
payment of principal of, or interest on any Note (including the payment of the
Repurchase Price on the Repurchase Date and the payment of the Redemption Price
on the Redemption Date), the Trustee may withhold the notice if and so long as a
Trust Officer in good faith determines that withholding the notice is in the
interest of the Noteholders.

                  SECTION 7.6. REPORTS BY TRUSTEE TO HOLDERS.

                  Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, the Trustee shall, if required by TIA
Section 313(a), mail to each Noteholder a brief report dated as of such May 15
that complies with TIA Section 313(a). The Trustee also shall comply with TIA
Sections 313(b) and 313(c).

                  The Company shall promptly notify the Trustee in writing if
the Notes become listed on any stock exchange or automatic quotation system or
delisted therefrom.

                  A copy of each report at the time of its mailing to
Noteholders shall be mailed to the Company and filed with the Commission, if
required by law, and each stock exchange, if any, on which the Notes are listed.

                  SECTION 7.7. COMPENSATION AND INDEMNITY.

                  The Company agrees to pay to the Trustee from time to time
such compensation as the Company and the Trustee shall from time to time agree
in writing for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust). The Company shall also reimburse the Trustee upon
request for all reasonable disbursements, expenses and advances incurred or made
by it. Such expenses shall include the

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reasonable compensation, disbursements and expenses of the Trustee's agents,
accountants, experts and counsel.

                  The Trustee shall not be under any obligation to institute any
suit, or take any remedial action under this Indenture, or to enter any
appearance or in any way defend any suit in which it may be a defendant, or to
take any steps in the execution of the trusts created hereby or thereby or in
the enforcement of any rights and powers under this Indenture, until it shall be
indemnified to its reasonable satisfaction against any and all expenses,
disbursements, advances and other liabilities incurred or made by the Trustee in
accordance with any provisions of this Indenture, including compensation for
services, costs, expenses, outlays, counsel fees and other disbursements, and
against all liability not due to its own negligence or willful misconduct.

                  The Company agrees to indemnify the Trustee (in its capacities
as Trustee, Paying Agent, Registrar and Note Custodian) and each of its
officers, directors, attorneys-in-fact and agents for, and hold it and each of
them harmless against, any claim, demand, expense (including but not limited to
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel), loss, damage or liability incurred by it, arising out of or in
connection with the administration of this trust and its rights or duties
hereunder including the reasonable costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder. The Trustee shall notify the Company
promptly of any claim asserted against the Trustee of which a Trust Officer
receives written notice for which it may seek indemnity; however, unless the
position of the Company is prejudiced by such failure, the failure of the
Trustee to promptly notify the Company shall not limit its right to
indemnification. The Company shall defend each such claim. The Trustee may
retain separate counsel if the Trustee shall have been reasonably advised by
counsel that there may be one or more legal defenses available to it that are
different from or additional to those available to the Company and in the
reasonable judgment of such counsel it is advisable for the Trustee to engage
separate counsel, and the Company shall reimburse the Trustee for the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its written consent. The Company need not reimburse any expense or
indemnify against any loss or liability to the extent incurred by the Trustee
through its own negligence, bad faith or willful misconduct.

                  To secure the Company's payment obligations in this Section
7.7, the Company and the Holders agree that the Trustee shall have a lien prior
to the Notes on all assets held or collected by the Trustee, in its capacity as
Trustee, except assets held in trust to pay principal of, or interest on
particular Notes pursuant to Article III.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(f) or (g) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

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                  The Company's obligations under this Section 7.7 and any lien
arising hereunder shall survive the resignation or removal of the Trustee, the
discharge of the Company's obligations pursuant to Article VIII of this
Indenture and any rejection or termination of this Indenture under any
Bankruptcy Law.

                  SECTION 7.8. REPLACEMENT OF TRUSTEE.

                  The Trustee may resign by so notifying the Company in writing.
The Holder or Holders of a majority in principal amount of then outstanding
Notes may remove the Trustee by so notifying the Company and the Trustee in
writing. The Company may remove the Trustee if:

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

                  (b)      the Trustee is adjudged bankrupt or insolvent;

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

                  (d)      the Trustee becomes incapable of acting.

                  No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of this Section 7.8.

                  If the instrument of acceptance by a successor Trustee
required by this Section 7.8 shall not have been delivered to the Trustee within
30 days after the giving of such notice of removal, the removed Trustee may
petition at the expense of the Company any court of competent jurisdiction for
the appointment of a successor Trustee.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. At any time within one year after a successor Trustee
appointed by the Company takes office, the Holder or Holders of a majority in
principal amount of then outstanding Notes may, with the Company's consent,
appoint a successor Trustee to replace such successor Trustee as so appointed by
the Company.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that
and provided that all sums owing to the retiring Trustee provided for in Section
7.7 have been paid, the retiring Trustee shall transfer all property held by it
as trustee to the successor Trustee, subject to the lien provided in Section
7.7, 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. A successor Trustee shall mail notice of its
succession to each Holder.

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<PAGE>

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the Company or any Holder or
Holders of at least 10% in principal amount of then outstanding Notes 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 Holder
or Holders of at least 10% in principal amount of then outstanding Notes may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee. Any successor Trustee shall comply with
TIA Section 310(a)(5).

                  Notwithstanding replacement of the Trustee pursuant to this
Section 7.8, the Company's obligations under Section 7.7 shall continue for the
benefit of the retiring Trustee.

                  SECTION 7.9. SUCCESSOR TRUSTEE BY MERGER, ETC.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee, provided such
corporation shall be otherwise eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto. In case any Notes shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
delivery the Notes so authenticated with the same effect as if such successor
Trustee had itself authenticated such Notes.

                  SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

                  The Trustee shall at all times satisfy the requirements of TIA
Section 310(a)(1), (2) and (5). The Trustee shall have a combined capital and
surplus of at least $50,000,000 (or being a member or subsidiary of a bank
holding system with aggregate combined capital and surplus of at least
$50,000,000) as set forth in its most recent published annual report of
condition if such corporation or system publishes reports of condition at least
annually, pursuant to law or to the requirements of such supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation or system shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. 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.
The provisions of TIA Section 310 shall apply to the Company, as obligor of the
Notes.

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                  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.

                  SECTION 7.12. "TRUSTEE" TO INCLUDE PAYING AGENT.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article VII and in Article X hereof shall in each case
(unless the context shall otherwise require) be construed as extending to and
including such Paying Agent within its meaning as fully and for all intents and
purposes as if such Paying Agent were named in this Article VII and in Article X
hereof in place of the Trustee.

                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 8.1. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
DEFEASANCE.

                  The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article VIII.

                  SECTION 8.2. LEGAL DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.2, the Company and each of the Subsidiary
Guarantors shall, subject to the satisfaction of the conditions set forth in
Section 8.4 hereof, be deemed to have been discharged from their obligations
with respect to all outstanding Notes on the date the conditions set forth below
are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal
Defeasance means that the Company shall be deemed to have paid and discharged
the entire Indebtedness represented by the outstanding Notes, which shall
thereafter be deemed to be "outstanding" only for the purposes of Section 8.5
hereof and the other Sections of this Indenture referred to in (a) and (b)
below, and to have satisfied all its other obligations under such Notes and this
Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.4 hereof, and as more fully
set forth in such Section, payments in respect of the principal, and interest on
such Notes when such payments are due, (b) the Company's obligations with
respect to such Notes

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under Article II and Section 4.2 hereof, (c) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and the Company's obligations in
connection therewith and (d) this Article VIII. Subject to compliance with this
Article VIII, the Company may exercise its option under this Section 8.2
notwithstanding the prior exercise of its option under Section 8.3 hereof.

                  SECTION 8.3. COVENANT DEFEASANCE.

                  Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.3, the Company and the Subsidiary Guarantors
shall, subject to the satisfaction of the conditions set forth in Section 8.4
hereof, be released from its obligations under the covenants contained in
Sections 4.4, 4.5, 4.11, 4.12, 4.13, 4.14, 4.15, 4.17, 4.18, 4.19, 4.20 and 4.21
hereof with respect to the outstanding Notes on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance")
and the Notes shall thereafter be deemed not "outstanding" for the purposes of
any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes and Subsidiary Guarantees, the Company and the Subsidiary
Guarantors, respectively, may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant or
Subsidiary Guarantee, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein, in a Subsidiary Guarantee or in any
other document and such omission to comply shall not constitute a Default or an
Event of Default under Section 6.1 hereof, but, except as specified above, the
remainder of this Indenture, such Notes and Subsidiary Guarantees shall be
unaffected thereby. In addition, upon the Company's exercise under Section 8.1
hereof of the option applicable to this Section 8.3 hereof, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(c)
through 6.1(g) hereof shall not constitute Events of Default.

                  SECTION 8.4. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

                  The following shall be the conditions to the application of
either Section 8.2 or 8.3 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (a)      the Company must irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders, cash in United States
dollars, non-callable Government Securities, or a combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants, to pay the principal of, and interest
on the outstanding Notes on the Stated Maturity thereof or on the applicable
redemption date, as the case may be, and the Company must specify whether the
Notes are being defeased to maturity or to a particular redemption date;

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                  (b)      in the case of an election under Section 8.2 hereof,
the Company shall have delivered to the Trustee an Opinion of Counsel from
nationally recognized tax counsel reasonably acceptable to the Trustee
confirming that (A) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (B) since the date of this
Indenture, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of the outstanding Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;

                  (c)      in the case of an election under Section 8.3 hereof,
the Company shall have delivered to the Trustee an Opinion of Counsel from
nationally recognized tax counsel reasonably acceptable to the Trustee
confirming that the Holders of the outstanding Notes 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;

                  (d)      no Default or Event of Default shall have occurred
and be continuing on the date of such deposit or insofar as Events of Default
from bankruptcy or insolvency events are concerned, at any time in the period
ending on the 91st day after the date of deposit;

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

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

                  (g)      the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for or relating to the Legal Defeasance or the
Covenant Defeasance have been complied with; and

                  (h)      the deposit shall not result in the Company, the
Trustee or the trust becoming or being deemed to be an "investment company"
under the Investment Company Act of 1940, as amended.

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                  SECTION 8.5. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE
HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

                  Subject to Section 8.6 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.5, the "Trustee") pursuant to Section 8.4 hereof in respect of the outstanding
Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, and interest, but such money need
not be segregated from other funds except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.4 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

                  Anything in this Article VII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable Government Securities held by
it as provided in Section 8.4 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.4(a) hereof), are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.

                  SECTION 8.6. REPAYMENT TO COMPANY.

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

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                  SECTION 8.7. REINSTATEMENT.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or non-callable Government Securities in accordance with Section
8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Note; shall be revived and reinstated as though no deposit had occurred pursuant
to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof,
as the case may be; provided, however, that, if the Company makes any payment of
principal of, or interest on any Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.

                  SECTION 8.8. DISCHARGE OF LIABILITY ON SECURITIES;
DEFEASANCE.

                  When (a)(i) the Company delivers to the Trustee all
outstanding Notes for cancellation or (ii) all outstanding Notes have become due
and payable, whether at maturity or on a specified redemption date as a result
of the mailing of a notice of redemption pursuant to Article III hereof, (b) the
Company irrevocably deposits with the Trustee money sufficient to pay at
maturity or upon redemption all outstanding Notes, including interest and
premium thereon to maturity or such redemption date, and if in either case the
Company pays all other sums payable hereunder by the Company, and (c) if the
Notes have been called for redemption and the redemption date has not occurred,
the Company delivers to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such actions and will be subject to federal income tax
on the same amounts, in the same manner and at the same time as would have been
the case if such actions had not occurred, then this Indenture shall cease to be
of further effect except for (i) the provisions set forth in Article II, Section
4.7, 7.7 and 8.6 hereof and (ii) if the Notes have been called for redemption
and the redemption date has not occurred, the Company's obligation to pay the
redemption price on such redemption date. The Trustee shall acknowledge
satisfaction and discharge of this Indenture on demand of the Company
accompanied by an Officer's Certificate and an Opinion of Counsel and at the
cost and expense of the Company.

                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

                  SECTION 9.1. WITHOUT CONSENT OF HOLDERS.

                  The Company, the Subsidiary Guarantors and the Trustee may
amend or supplement this Indenture, the Collateral Documents or the Notes
without the consent of any Holder of Notes:

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                           (i)      to cure any ambiguity, defect or
         inconsistency;

                           (ii)     to provide for uncertificated Notes in
         addition to or in place of certificated Notes;

                           (iii)    to provide for the assumption of the
         Company's or a Subsidiary Guarantor's Obligations to Holders in the
         case of a merger or consolidation;

                           (iv)     to make any change that would provide any
         additional rights or benefits to the Holders of the Notes or that does
         not adversely affect the legal rights hereunder of any Holder of the
         Notes;

                           (v)      to comply with requirements of the
         Commission in order to effect or maintain the qualification of this
         Indenture under the TIA;

                           (vi)     to make, complete or confirm any grant of
         Collateral permitted or required by this Indenture or any release of
         Collateral that becomes effective as set forth in this Indenture;

                           (vii)    to enter into additional or supplemental
         Collateral Documents.

                           (viii)   to provide for the issuance of Additional
         Notes in accordance with the limitations set forth in this Indenture as
         of the date hereof; or

                           (ix)     to allow any Subsidiary Guarantor to execute
         a supplemental indenture and/or a Subsidiary Guarantee with respect to
         the Notes.

                  Upon the request of the Company, accompanied by a resolution
of the Board of Directors of the Company, authorizing the execution of any such
supplemental indenture or amendment, and upon receipt by the Trustee of the
documents described in Section 9.6 hereof required or requested by the Trustee,
the Trustee shall join with the Company and the Subsidiary Guarantors in the
execution of any supplemental indenture or amendment authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations which may be therein contained, but the Trustee shall not be
obligated to enter into such supplemental indenture or amendment which affects
its own rights, duties or immunities under this Indenture or otherwise.

                  SECTION 9.2. WITH CONSENT OF HOLDERS.

                  Except as otherwise provided herein, the Company and the
Trustee may amend or supplement this Indenture, the Collateral Documents, the
Notes or the Subsidiary Guarantees with the written consent of the Holders of at
least a majority in principal amount of the then outstanding Notes (including
consents obtained in connection with a tender offer or exchange offer for the
Notes).

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                  Upon the request of the Company, accompanied by a resolution
of the Board of Directors of the Company authorizing the execution of any such
supplemental indenture or amendment, and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section
9.6 hereof, the Trustee shall join with the Company and the Subsidiary
Guarantors in the execution of such supplemental indenture or amendment unless
such supplemental indenture or amendment affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

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

                  After a supplemental indenture or amendment under this Section
9.2 becomes effective, the Company shall mail to the Holders of each Note
affected thereby a notice briefly describing the amendment or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture, amendment or waiver. Subject to Sections 6.8 and 6.12 hereof, the
Holders of a majority in principal amount of the Notes then outstanding may
waive compliance in a particular instance by the Company with any provision of
this Indenture or the Notes. However, without the consent of each Holder of
Notes affected, an amendment or waiver under this Section may not (with respect
to any Notes held by a non-consenting Holder of Notes):

                  (a)      reduce the principal amount of Notes whose Holders
must consent to an amendment, supplement or waiver;

                  (b)      reduce the principal of or change the fixed maturity
of any Note or alter the optional or mandatory redemption provisions (other than
provisions relating to the covenants described in Section 4.20 or 4.21) or
reduce the prices at which the Company shall offer to purchase such Notes
pursuant to Sections 4.20 or 4.21 hereof;

                  (c)      reduce the rate of or change the time for payment of
interest, including default interest, on any Note;

                  (d)      waive a Default or Event of Default in the payment of
principal of or interest on, or redemption payment with respect to, any Note
(other than a Default in the payment of an amount due as a result of an
acceleration if the Holders of Notes rescind such acceleration pursuant to
Section 6.2);

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

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                  (f)      make any change in the provisions of this Indenture
relating to waiver of past defaults or to the rights of Holders to receive
payments of principal of, or interest on the Notes or in this sentence of this
Section 9.2;

                  (g)      waive a redemption payment with respect to any Note;

                  (h)      release all or substantially all of the Collateral
from the Lien of this Indenture or the Collateral Documents (except in
accordance with the provisions hereof or thereof)

                  (i)      make any change in the foregoing amendment and waiver
provisions.

                  SECTION 9.3. COMPLIANCE WITH TIA.

                  If at the time of an amendment to this Indenture or the Notes,
this Indenture shall be qualified under the TIA, every amendment to this
Indenture or the Notes shall be set forth in a supplemental indenture that
complies with the TIA as then in effect.

                  SECTION 9.4. REVOCATION AND EFFECT OF CONSENTS.

                  Until a supplemental indenture, an amendment or waiver becomes
effective, a consent to it by a Holder of a Note is a continuing consent by the
Holder and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. Subject to the following paragraph, any such Holder or
subsequent Holder may revoke the consent as to such Holder's Note or portion of
such Note by notice to the Trustee or the Company received before the date
specified in any solicitation or waiver. Subject to Section 9.2 hereof, a
supplemental indenture, amendment or waiver becomes effective in accordance with
its terms and thereafter binds every Holder of Notes.

                  The Company may fix a record date for determining which
Holders must consent to such supplemental indenture, amendment or waiver or
action permitted by Section 9.2. If the Company fixes a record date, the record
date shall be fixed at the later of (i) 30 days prior to the first solicitation
of such consent or the date of the most recent list of Holders furnished to the
Trustee prior to such solicitation pursuant to Section 2.5, or (ii) such other
date as the Company shall designate.

                  SECTION 9.5. NOTATION ON OR EXCHANGE OF NOTES.

                  The Trustee may place an appropriate notation about a
supplemental indenture, amendment or waiver on any Note thereafter
authenticated. The Company in exchange for all Notes may issue and the Trustee
shall authenticate new Notes that reflect the amendment or waiver.

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                  Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment or waiver.

                  SECTION 9.6. TRUSTEE TO SIGN AMENDMENTS, ETC.

                  The Trustee shall sign any amendment or supplemental indenture
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 or refusing to sign such
amendment or supplemental indenture, the Trustee shall be provided with, if
requested, an indemnity reasonably satisfactory to it and, subject to Section
7.1, shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel as conclusive evidence that such amendment or supplemental
indenture is authorized or permitted by this Indenture, that it is not
inconsistent herewith or therewith, and that it will be valid and binding upon
the Company in accordance with its terms. The Company may not sign an amendment
or supplemental indenture until the Board of Directors of the Company approves
it in writing.

                                   ARTICLE X

                               GUARANTEE OF NOTES

                  SECTION 10.1. SUBSIDIARY GUARANTEE.

                  Subject to Section 10.6 hereof, each of the Subsidiary
Guarantors hereby, jointly and severally, unconditionally guarantees to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns, irrespective of the validity and enforceability
of this Indenture, the Notes, the Collateral Documents and the Obligations of
the Company hereunder and thereunder, that: (a) the principal of, and interest
on the Notes will be promptly paid in full when due, subject to any applicable
grace period, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal, premium, (to the extent permitted by law)
interest on the Notes, and all other payment Obligations of the Company to the
Holders or to the Trustee hereunder or thereunder will be promptly paid in full
and performed, all in accordance with the terms hereof and thereof; and (b) in
case of any extension of time of payment or renewal of any Notes or any of such
other Obligations, the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, subject to any
applicable grace period, whether at stated maturity, by acceleration, redemption
or otherwise. Failing payment when so due of any amount so guaranteed or any
performance so guaranteed for whatever reason the Subsidiary Guarantors will be
jointly and severally obligated to pay the same immediately. Each Subsidiary
Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection. An Event of Default under this Indenture or the Notes shall
constitute an event of default under the Subsidiary Guarantees, and shall
entitle the Holders to accelerate, the Obligations of the Subsidiary Guarantors
hereunder in the same manner and to the same extent as the Obligations of the
Company. The Subsidiary

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Guarantors hereby agree that their Obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder with respect to any provisions hereof or thereof, the recovery of
any judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that this Subsidiary Guarantee will not be discharged except by
complete performance of the Obligations contained in the Notes and this
Indenture. If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Subsidiary Guarantors, or any Note Custodian,
trustee, liquidator or other similar official acting in relation to either the
Company or the Subsidiary Guarantors, any amount paid by the Company or any
Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee,
to the extent theretofore discharged, shall be reinstated in full force and
effect. Each Subsidiary Guarantor agrees that it shall not be entitled to, and
hereby waives, any right of subrogation in relation to the Holders in respect of
any Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees
that, as between the Subsidiary Guarantors, on the one hand, and the Holders and
the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed
hereby may be accelerated as provided in Article VI hereof for the purposes of
its Subsidiary Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations
guaranteed thereby, and (b) in the event of any declaration of acceleration of
such Obligations as provided in Article VI hereof, such Obligations (whether or
not due and payable) shall forthwith become due and payable by the Subsidiary
Guarantor for the purpose of its Subsidiary Guarantee. The Subsidiary Guarantors
shall have the right to seek contribution from any non-paying Subsidiary
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Subsidiary Guarantees.

                  SECTION 10.2. EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE.

                  To evidence its Subsidiary Guarantee set forth in Section 10.1
hereof, each Subsidiary Guarantor hereby agrees that a notation of such
Subsidiary Guarantee substantially in the form of Exhibit E to the Indenture
shall be endorsed by manual or facsimile signature by an Officer of such
Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and
that this Indenture shall be executed on behalf of such Subsidiary Guarantor, by
manual or facsimile signature, by an Officer of such Subsidiary Guarantor.

                  After the date of this Indenture, if the Company or any or its
Restricted Subsidiaries shall acquire or create a Domestic Restricted
Subsidiary, or redesignate an Unrestricted Subsidiary to be a Restricted
Subsidiary, then the Company shall cause such Restricted Subsidiary to execute a
Subsidiary Guarantee substantially in the form of

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Exhibit B. Such Subsidiary Guarantee shall be accompanied by an appropriate
supplemental Indenture, along with such other opinions, certificates and
documents required under this Indenture; provided, however, that any Subsidiary
that has been properly designated as an Unrestricted Subsidiary in accordance
with this Indenture need not execute a Subsidiary Guarantee for so long as it
continues to constitute an Unrestricted Subsidiary.

                  Each Subsidiary Guarantor hereby agrees that its Subsidiary
Guarantee shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Subsidiary Guarantee.

                  If an Officer whose signature is on this Indenture or on the
Subsidiary Guarantee no longer holds that office at the time the Trustee
authenticates the Senior Note on which a Subsidiary Guarantee is endorsed, the
Subsidiary Guarantee shall be valid nevertheless.

                  The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the
Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary
Guarantors.

                  SECTION 10.3. SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC., ON
CERTAIN TERMS.

                  (a)      Notwithstanding Articles 4 and 5 hereof, nothing
contained in this Indenture shall prohibit (i) a merger between a Subsidiary
Guarantor and another Subsidiary Guarantor, (ii) a merger between a Subsidiary
Guarantor and the Company, (iii) a liquidation, dissolution or winding up of any
Inactive Subsidiary resulting in the transfer or distribution of all the assets
and properties of such Inactive Subsidiary to the Company or to any Subsidiary
Guarantor, or (iv) a sale, lease, transfer or other disposition of a Non-Core
Fixed Asset.

                  (b)      No Subsidiary Guarantor shall consolidate or merge
with or into (whether or not such Subsidiary Guarantor is the surviving Person),
or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets (other than the Non-Core Fixed
Assets) in one or more related transactions to another corporation, Person or
entity whether or not affiliated with such Subsidiary Guarantor unless, other
than with respect to a merger between a Subsidiary Guarantor and another
Subsidiary Guarantor or a merger between a Subsidiary Guarantor and the Company
or a liquidation, dissolution or winding up of an Inactive Subsidiary as
permitted under Section 10.3(a)(iii) hereof, (i) the Person formed by or
surviving any such consolidation or merger (if other than such Subsidiary
Guarantor) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made, is a corporation organized or existing
under the laws of the United States, any state thereof or the District of
Columbia; (ii) subject to the provisions of Section 10.4 hereof, the Person
formed by or surviving any such consolidation or merger (if other than such
Subsidiary Guarantor) or the Person to which such sale, assignment, transfer,
lease,

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conveyance or other disposition shall have been made, assumes all the
obligations of such Subsidiary Guarantor under the Notes and this Indenture
pursuant to a supplemental indenture in a form reasonably satisfactory to the
Trustee; (iii) immediately before or immediately after giving effect to such
transaction, no Default or Event of Default exists; (iv) the Company would be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Consolidated Coverage Ratio test set forth in the first paragraph of Section
4.11 hereof.

                  (c)      In the case of any such consolidation, merger, sale
or conveyance and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee of the Subsidiary Guarantee
endorsed upon the Notes and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by the Subsidiary
Guarantor, such successor Person shall succeed to and be substituted for the
Subsidiary Guarantor with the same effect as if it had been named herein as a
Subsidiary Guarantor;

                  provided that, solely for purposes of computing pro forma
EBITDA and the Consolidated Coverage Ratio for purposes of Section 4.11 hereof,
the pro forma EBITDA of any Person other than the Company and its Restricted
Subsidiaries shall only be included for periods subsequent to the effective time
of such merger, consolidation, combination or transfer of assets. Such successor
Person thereupon may cause to be signed any or all of the Subsidiary Guarantees
to be endorsed upon all of the Notes issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee. All of the
Subsidiary Guarantees so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Subsidiary Guarantees theretofore and
thereafter issued in accordance with the terms of this Indenture as though all
of such Subsidiary Guarantees had been issued at the date of the execution
hereof.

                  SECTION 10.4. RELEASES FOLLOWING SALE OF ASSETS.

                  In the event of a sale or other disposition of all of the
assets of any Subsidiary Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the capital stock of any
Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or
other disposition, by way of such a merger, consolidation or otherwise, of all
of the capital stock of such Subsidiary Guarantor) or the corporation acquiring
the property (in the event of a sale or other disposition of all of the assets
of such Subsidiary Guarantor) shall be released and relieved of any obligations
under its Subsidiary Guarantee; provided that (i) in the event of an Asset Sale,
the Net Proceeds from such sale or other dispositions are treated in accordance
with the provisions of Section 4.20 hereof and (ii) the Company is in compliance
with all other provisions of this Indenture applicable to such disposition. Upon
delivery by the Company to the Trustee of an Officers' Certificate to the effect
of the foregoing, the Trustee shall execute any documents reasonably required in
order to evidence the release of any Subsidiary Guarantor from its Obligation
under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its
Obligations under its Subsidiary Guarantee shall, subject to Section 10.6,
remain liable for the full amount of principal of, and

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interest on the Notes and for the other Obligations of such Subsidiary Guarantor
under this Indenture as provided in this Article X.

                  SECTION 10.5. RELEASES FOLLOWING DESIGNATION AS AN
UNRESTRICTED SUBSIDIARY.

                  In the event that the Company designates a Subsidiary
Guarantor to be an Unrestricted Subsidiary, then such Subsidiary Guarantor shall
be released and relieved of any obligations under its Subsidiary Guarantee;
provided that such designation is conducted in accordance with this Indenture.

                  SECTION 10.6. LIMITATION ON SUBSIDIARY GUARANTOR LIABILITY.

                  For purposes hereof, each Subsidiary Guarantor's liability
shall be limited to the lesser of (a) the aggregate amount of the Obligations of
the Company under the Notes and this Indenture and (b) the amount, if any, which
would not have (i) rendered such Subsidiary Guarantor insolvent (as such term is
defined in the Bankruptcy Law) or (ii) left such Subsidiary Guarantor with
unreasonably small capital at the time its Subsidiary Guarantee of the Notes was
entered into; provided that, it will be a presumption in any lawsuit or other
proceeding in which a Subsidiary Guarantor is a party that the amount guaranteed
pursuant to the Subsidiary Guarantee is the amount set forth in clause (a) above
unless any creditor, or representative of creditors of such Subsidiary
Guarantor, or debtor in possession or trustee in bankruptcy of the Subsidiary
Guarantor, otherwise proves in such a lawsuit that the aggregate liability of
the Subsidiary Guarantor is the amount set forth in clause (b) above. In making
any determination as to solvency or sufficiency of capital of a Subsidiary
Guarantor in accordance with the previous sentence, the right of such Subsidiary
Guarantor to contribution from other Subsidiary Guarantors, and any other rights
such Subsidiary Guarantor may have, contractual or otherwise, shall be taken
into account.

                                   ARTICLE XI

                       COLLATERAL AND COLLATERAL DOCUMENTS

                  SECTION 11.1. COLLATERAL AND COLLATERAL DOCUMENTS.

                  (a)      In order to secure the due and punctual payment of
the Notes, the Company and the Subsidiary Guarantors have entered into the
Collateral Documents to create the Note Liens on the Collateral in accordance
with the terms thereof. Pursuant to the provisions of the Lien Subordination
Agreement, the Collateral Documents and this Indenture, the rights and remedies
of the Trustee and the Holders of the Notes in the Collateral shall be
subordinate and subject to the rights and remedies of the holders of the
Priority Liens in accordance with the terms of the Lien Subordination Agreement
and the Collateral Documents. In the event of a conflict among the terms of this
Indenture, the Collateral Documents and the Lien Subordination Agreement, the
Lien Subordination Agreement shall control.

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<PAGE>

                  (b)      Each Holder of a Note, by accepting such Note, agrees
to all of the terms and provisions of the Collateral Documents and the Lien
Subordination Agreement and hereby authorizes and directs the Trustee to enter
into such Collateral Documents and Lien Subordination Agreement.

                  (c)      Neither the Company nor any Subsidiary Guarantors
shall, or shall cause or permit any of its Domestic Restricted Subsidiaries to,
grant a Lien on any of its Collateral to the Agent under the Credit Agreement
for the benefit of the lenders under the Credit Agreement unless a Note Lien is
created in favor of the Trustee (for the benefit of the Noteholders) with
respect to such property or assets.

                  SECTION 11.2. APPLICATION OF PROCEEDS OF COLLATERAL.

                  Upon any realization upon the Collateral, the proceeds thereof
shall be applied in accordance with the terms of the Lien Subordination
Agreement and the terms hereof.

                  SECTION 11.3. POSSESSION, USE AND RELEASE OF COLLATERAL.

                  (a)      Subject to the terms of the Lien Subordination
Agreement and the Collateral Documents, the Company and the Subsidiary
Guarantors will have the right to remain in possession of the Collateral
securing the Notes and any Subsidiary Guarantees (other than any Collateral
deposited with the agent in accordance with the provisions of the Credit
Agreement and other than as set forth in the Lien Subordination Agreement and
the Collateral Documents), to freely operate the Collateral and to collect,
invest and dispose of any income thereon.

                  (b)      Each Holder of a Note, by accepting such Note,
acknowledges that (i) the Lien Subordination Agreement and the Collateral
Documents shall provide that so long as any Priority Lien Obligations are
outstanding, the holders thereof shall have the exclusive right and authority to
determine the release, sale, or other disposition with respect to the Collateral
and (ii) the holders of the Priority Lien Obligations may (x) direct the Trustee
to take actions with respect to the Collateral (including the release of the
Collateral and the manner of realization) without the consent of the Holders and
(y) agree to modify the Priority Lien Security Documents, without the consent of
the Holders or the Trustee, to secure additional Indebtedness and additional
secured creditors so long as such modifications do not expressly violate the
provisions of the Lien Subordination Agreement, the Credit Agreement or this
Indenture. Subject to the terms of the Collateral Documents, if at any time or
from time to time Collateral which also secures the Priority Lien Obligations is
released or otherwise disposed of pursuant to the Lien Subordination Agreement,
such Collateral securing the Notes and any Subsidiary Guarantees shall be
automatically released or disposed of; provided, however, that if an Event of
Default under this Indenture exists or any Note Obligation remains outstanding
as of the date on which the Priority Lien Obligations are repaid in full, the
Note Liens on the proceeds from the sale, transfer or other disposition of such
Collateral securing the Notes and the Subsidiary Guarantees shall not be
released until such event of Default and all other

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<PAGE>

Events of Default shall have been cured or otherwise waived and all such
outstanding Note Obligations are paid in full in accordance with the terms of
this Indenture, except to the extent such Collateral was disposed of in order to
repay the Priority Lien Obligations.

                  (c)      At such time as (i) the Priority Lien Obligations
have been paid in full in Cash in accordance with the terms thereof, and all
commitments and letters of credit thereunder have been terminated or
collateralized to the satisfaction of the holders thereof, or (ii) the holders
of Priority Lien Obligations have released their Priority Liens on all or any
portion of the Collateral, the Note Liens on the Collateral shall also be
automatically released to the same extent; provided, however, that (x) in the
case of clause (i) of this sentence, if an Event of Default under this Indenture
exists or any Note Obligation remains outstanding as of the date on which the
Priority Lien Obligations are repaid in full or terminated as described in
clause (i) the Note Liens on the proceeds from the sale, transfer or other
disposition of the Collateral shall not be released except to the extent the
Collateral or any portion thereof was disposed of in order to repay Priority
Lien Obligations secured by the Collateral, and thereafter, the Trustee (acting
at the direction of the Holders of a majority of outstanding principal amount of
Notes) shall have the exclusive right and authority to foreclose upon the
Collateral (but in such event, the Note Liens shall be released when such Event
of Default and all other Events of Default under this Indenture cease to exist
and all such outstanding Note Obligations are paid in full in accordance with
the terms of this Indenture) or (y) in the case of clause (ii) of this sentence,
if the Priority Lien Obligations (or any portion thereof) are thereafter secured
by assets that would constitute Collateral, the Notes and any Subsidiary
Guarantees shall then be secured by a Note Lien on such Collateral, to the same
extent provided pursuant to the Collateral Documents and the Lien Subordination
Agreement as then in effect immediately prior to the release of the Liens on the
Collateral. If the Company subsequently enters into a new Credit Agreement or
other Priority Lien Obligations which are secured by assets of the Company, the
Subsidiary Guarantors and/or their Domestic Restricted Subsidiaries of the type
constituting Collateral, then the Notes and the Subsidiary Guarantees shall be
secured at such time by a Note Lien on the collateral securing such Priority
Lien Obligations (to the extent such assets are of the type which constitute
Collateral) to the same extent (in all material respects) and with the same (in
all material respects) priorities, consent rights and provisions regarding
release of Collateral and other provisions set forth in the Collateral Documents
and the Lien Subordination Agreement as then in effect immediately prior to the
release of the Liens on the Collateral.

                  (d)      Notwithstanding the provisions set forth in this
Section 11.3, the Company and its Subsidiaries may, without any release or
consent by the Trustee, take any and all actions in the ordinary course of
business in respect of the Collateral to the extent permitted under the
Collateral Documents and this Indenture.

                  SECTION 11.4. OPINION OF COUNSEL.

                  So long as the Collateral Documents have not been terminated
in accordance with the terms thereof, the Company shall deliver to the Trustee,
so long as

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<PAGE>

such delivery is required by Section 314(b) of the TIA, on the Issue Date and
thereafter, at least annually, within 30 days of September 30 of each year
(commencing with September 30, 2004), an Opinion of Counsel either stating that
in the opinion of such counsel, such action has been taken with respect to the
recording, filing, recording and refiling of the Indenture or any Collateral
Document as is necessary to maintain the Note Liens, and reciting the details of
such action, or stating that in the opinion of such counsel, no such action is
necessary to maintain such Note Liens.

                  SECTION 11.5. FURTHER ASSURANCES.

                  Each of the Company and any Subsidiary Guarantor and each
Domestic Restricted Subsidiary shall, at its own expense, make, execute,
endorse, acknowledge, file and/or deliver to the Trustee from time to time such
lists, descriptions and designations of its Collateral, warehouse receipts,
receipts in the nature of warehouse receipts, bills of lading, documents of
title, vouchers, invoices, schedules, confirmatory assignments, conveyances,
financing statements, transfer endorsements, powers of attorney, certificates,
reports and other assurances or instruments and take such further steps relating
to the Collateral and other property or rights covered by the Note Liens, which
the Trustee under the Collateral Documents deems reasonably appropriate or
advisable to perfect, preserve or protect the security interest of the Note Lien
in the Collateral.

                  SECTION 11.6. TRUST INDENTURE ACT REQUIREMENTS.

                  The release of any Collateral from the Note Lien of any of the
Collateral Documents or the release of, in whole or in part, the Note Liens
created by any of the Collateral Documents, will not be deemed to impair the
Note Lien in contravention of the provisions hereof if and to the extent the
Collateral or Note Liens are released pursuant to the applicable Collateral
Documents and the terms hereof. Each of the Holders of the Notes acknowledges
that a release of Collateral or Note Liens strictly in accordance with the terms
of the Collateral Documents and the terms hereof will not be deemed for any
purpose to be an impairment of the Collateral, the Collateral Documents or
otherwise contrary to the terms of this Indenture. So long as any Priority Lien
Obligations are outstanding, the Company and the Subsidiary Guarantors shall
comply with TIA Section 314(d) relating to the release of property or securities
from the Note Liens hereof but only to the extent required by the TIA.

                  SECTION 11.7. SUITS TO PROTECT THE COLLATERAL.

                  Subject to the provisions of the Lien Subordination Agreement
and the Collateral Documents, the Trustee shall have the authority to institute
and to maintain such suits and proceedings as the Trustee may deem expedient to
prevent any impairment of the Collateral by any acts which may be unlawful or in
violation of any of the Collateral Documents or this Indenture, and such suits
and proceedings as the Trustee may deem expedient to preserve or protect its
interests and the interests of the Holders of the Notes in the Collateral
(including suits or proceedings to restrain the enforcement of

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<PAGE>

or compliance with any legislative or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid if the enforcement of,
or compliance with, such enactment, rule or order would impair the Note Liens or
be prejudicial to the interests of the Holders of the Notes).

                  SECTION 11.8. PURCHASER PROTECTED.

                  In no event shall any purchaser in good faith or other
transferee of any property purported to be released hereunder or under the Lien
Subordination Agreement and the Collateral Documents be bound to ascertain the
authority of the Trustee to execute the release or to inquire as to the
satisfaction of any conditions required by the provisions hereof for the
exercise of such authority or to see to the application of any consideration
given by such purchaser or other transferee; nor shall any purchaser or other
transferee of any property or rights permitted to be sold by the Lien
Subordination Agreement and the Collateral Documents, be under obligation to
ascertain or inquire into the authority of the Company, any Subsidiary Guarantor
or any Domestic Restricted Subsidiary, as applicable, to make any such sale or
other transfer.

                  SECTION 11.9. POWERS EXERCISABLE BY RECEIVER OR TRUSTEE.

                  In case the Collateral shall be in the possession of a
receiver or trustee, lawfully appointed, the powers conferred in this Article XI
upon the Company, any Subsidiary Guarantor or any Domestic Restricted
Subsidiary, as applicable, with respect to the release, sale or other
disposition of such property may be exercised by such receiver or trustee, and
an instrument signed by such receiver or trustee shall be deemed the equivalent
of any similar instrument of the Company, any Subsidiary Guarantor or any
Domestic Restricted Subsidiary, as applicable, or of any officer or officers
thereof required by the provisions of this Article XI.

                  SECTION 11.10. RELEASE UPON TERMINATION OF COMPANY'S
OBLIGATIONS.

                  In the event that the Company delivers an Officers'
Certificate and Opinion of Counsel certifying that its obligations under this
Indenture have been satisfied and discharged by complying with the provisions of
Article VIII, the Trustee shall (i) execute and deliver such releases,
termination statements and other instruments (in recordable form, where
appropriate) as the Company, any Subsidiary Guarantor or any Domestic Restricted
Subsidiary, as applicable, may reasonably request to evidence the termination of
the Note Liens created by the Collateral Documents and (ii) not be deemed to
hold the Note Liens for its benefit and the benefit of the Holders of the Notes.

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                                  ARTICLE XII

                                  MISCELLANEOUS

                  SECTION 12.1. TIA CONTROLS.

                  If any provision of this Indenture limits, qualifies, or
conflicts with the duties imposed by operation of the TIA, the imposed duties,
whether or not this Indenture has been qualified under the TIA, shall control.

                  SECTION 12.2. NOTICES.

                  Any notices or other communications to the Company or the
Trustee required or permitted hereunder shall be in writing, and shall be
sufficiently given if made by hand delivery, by telex, by telecopier, by first
class mail postage pre-paid or registered or certified mail, postage prepaid,
return receipt requested, addressed as follows:

                  if to the Company:

                           Neenah Foundry Company
                           2121 Brooks Avenue
                           Neenah, Wisconsin 54956
                           Attention: Gary W. LaChey
                           Telecopy: (920) 725-7000

                           with a copy to:

                           Kirkland & Ellis LLP
                           153 East 53rd Street
                           New York, NY 10022
                           Attention: Joshua N. Korff, Esq.
                           Telecopy: (212) 446-4900

                  if to the Trustee:

                           The Bank of New York
                           101 Barclay Street, 8th Floor West
                           New York, NY 10286
                           Attention: Corporate Trust Administration
                           Telecopy: (212) 815-5707

                  Any party by notice to each other party may designate
additional or different addresses as shall be furnished in writing by such
party. Any notice or communication to any party shall be deemed to have been
given or made as of the date so delivered, if personally delivered; when
answered back, if telexed; when receipt is

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<PAGE>

acknowledged, if telecopied; and five Business Days after mailing if sent by
registered or certified mail, postage prepaid (except that a notice of change of
address shall not be deemed to have been given until actually received by the
addressee).

                  Any notice or communication mailed to a Noteholder shall be
mailed to him or her by first class mail or other equivalent means at his or her
address as it appears on the registration books of the Registrar and shall be
sufficiently given to him or her if so mailed within the time prescribed.

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

                  SECTION 12.3. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

                  Noteholders may communicate pursuant to TIA Section 312(b)
with other Noteholders with respect to their rights under this Indenture or the
Notes. The Company, the Trustee, the Registrar and any other Person shall have
the protection of TIA Section 312(c).

                  SECTION 12.4. CERTIFICATE AND OPINION AS TO CONDITIONS
PRECEDENT.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee:

         (1)      An Officers' Certificate 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 fully
                  complied with; and

         (2)      an Opinion of Counsel stating that, in the opinion of such
                  counsel, all such conditions precedent have been fully
                  complied with.

                  SECTION 12.5. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

         (1)      a statement that the Person 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;

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<PAGE>

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

         (4)      a statement as to whether or not, in the opinion of each such
                  Person, such condition or covenant has been fully complied
                  with; provided, however, that with respect to matters of fact
                  an Opinion of Counsel may rely on an Officers' Certificate or
                  certificates of public officials.

                  Any certificate, statement or opinion of an officer of the
Company may be based, insofar as it relates to legal matters, upon a certificate
or opinion of or representations by counsel, unless such officer knows that the
certificate or opinion or representations with respect to the matters upon which
his certificate, statement or opinion may be based as aforesaid are erroneous,
or in the exercise of reasonable care should know that the same are erroneous.
Any certificate, statement or opinion of counsel may be based, insofar as it
relates to factual matters and information which is in the possession of the
Company, upon the certificate, statement or opinion of or representations by an
officer or officers of the Company, unless such counsel knows that the
certificate, statement or opinion or representations with respect to the matters
upon which his certificate, statement or opinion may be based as aforesaid are
erroneous.

                  Any certificate, statement or opinion of an officer of the
Company or of counsel may be based, insofar as it relates to accounting matters,
upon a certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous.

                  Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

                  SECTION 12.6. RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

                  The Trustee may make reasonable rules for action by or at a
meeting of Noteholders. The Paying Agent or Registrar may make reasonable rules
for its functions.

                  SECTION 12.7. BUSINESS DAY.

                  If a payment date is other than a Business Day at such place,
payment may be made at such place on the next succeeding Business Day, and no
interest shall accrue for the intervening period.

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<PAGE>

                  SECTION 12.8. GOVERNING LAW.

                  THIS INDENTURE, THE NOTES, THE SUBSIDIARY GUARANTEES AND THE
COLLATERAL DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND
PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICT OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

                  SECTION 12.9. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or any of its Subsidiaries. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

                  SECTION 12.10. NO RECOURSE AGAINST OTHERS.

                  No direct or indirect partner, employee, stockholder, director
or officer, as such, past, present or future of the Company or any successor
corporation, shall have any personal liability in respect of the obligations of
the Company under the Notes or this Indenture by reason of his, her or its
status as such partner, stockholder, employee, director or officer. Each
Noteholder by accepting a Note waives and releases all such liability. Such
waiver and release are part of the consideration for the issuance of the Notes.

                  SECTION 12.11. SUCCESSORS.

                  All agreements of the Company in this Indenture and the Notes
shall bind its successor. All agreements of the Trustee in this Indenture shall
bind its successor.

                  SECTION 12.12. DUPLICATE ORIGINALS.

                  All parties may sign any number of copies or counterparts of
this Indenture. Each signed copy or counterpart shall be an original, but all of
them together shall represent the same agreement.

                  SECTION 12.13. SEVERABILITY.

                  In case any one or more of the provisions in this Indenture or
in the Notes shall be held invalid, illegal or unenforceable, in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.

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<PAGE>

                  SECTION 12.14. TABLE OF CONTENTS, HEADINGS, ETC.

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

                  SECTION 12.15. QUALIFICATION OF INDENTURE.

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

                  SECTION 12.16. REGISTRATION RIGHTS

                  Certain Holders of the Notes are entitled to certain
registration rights with respect to such Notes pursuant to, and subject to the
terms of, the Registration Rights Agreement.

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<PAGE>

                                   SIGNATURES

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

                                         NEENAH FOUNDRY COMPANY

                                         By: /s/ Gary W. LaChey

                                              Name: Gary W. LaChey
                                                       -------------------------
                                              Title: Vice President-Finance,
                                                     Treasurer, Secretary, & CFO

                                          ADVANCED CAST PRODUCTS, INC.

                                          By: /s/ Gary W. LaChey
                                              -------------------------
                                              Name: Gary W. LaChey
                                              Title: Vice President-Finance,
                                                     Treasurer, Secretary, & CFO

                                          DALTON CORPORATION

                                          By: /s/ Gary W. LaChey
                                              -------------------------
                                              Name: Gary W. LaChey
                                              Title: Vice President-Finance,
                                                     Treasurer, Secretary, & CFO

                                          DALTON CORPORATION, WARSAW
                                            MANUFACTURING FACILITY

                                           By: /s/ Gary W. LaChey
                                              -------------------------
                                              Name: Gary W. LaChey
                                              Title: Vice President-Finance,
                                                     Treasurer, Secretary, & CFO

                                          DALTON CORPORATION, STRYKER
                                            MACHINING FACILITY CO.

                                           By: /s/ Gary W. LaChey
                                              -------------------------
                                              Name: Gary W. LaChey
                                              Title: Vice President-Finance,
                                                     Treasurer, Secretary, & CFO

                                      108

<PAGE>

                                           DALTON CORPORATION, ASHLAND
                                             MANUFACTURING FACILITY

                                           By: /s/ Gary LaChey
                                               ------------------------------
                                               Name: Gary LaChey
                                               Title: Vice President, Treasurer,
                                                       Secretary and CFO

                                           DALTON CORPORATION,
                                             KENDALLVILLE MANUFACTURING
                                             FACILITY

                                           By: Gary LaChey
                                               -------------------------------
                                               Name: Gary LaChey
                                               Title: Vice President, Treasurer,
                                                       Secretary and CFO

                                           DEETER FOUNDRY, INC.

                                           By: Gary LaChey
                                               --------------------------------
                                               Name: Gary LaChey
                                               Title: Vice President, Treasurer,
                                                       Secretary and CFO

                                           GREGG INDUSTRIES, INC.

                                           By: Gary LaChey
                                               --------------------------------
                                               Name: Gary LaChey
                                               Title: Vice President, Treasurer,
                                                       Secretary and CFO

                                           MERCER FORGE CORPORATION

                                           By: Gary LaChey
                                               ---------------------------------
                                               Name: Gary LaChey
                                               Title: Vice President, Treasurer,
                                                       Secretary and CFO

                                      109

<PAGE>

                                           A&M SPECIALTIES, INC.

                                           By: /s/ Gary W. LaChey
                                               -------------------------------
                                               Name:  Gary W. LaChey
                                               Title: Vice President-Finance,
                                                      Treasurer, Secretary & CFO

                                           NEENAH TRANSPORT, INC.

                                           By:  /s/ Gary W. LaChey
                                               -------------------------------
                                               Name:  Gary W. LaChey
                                               Title: Vice President-Finance,
                                                      Treasurer, Secretary & CFO

                                           CAST ALLOYS, INC.

                                           By: /s/ Gary W. LaChey
                                               -------------------------------
                                               Name:  Gary W. LaChey
                                               Title: Vice President-Finance,
                                                      Treasurer, Secretary & CFO

                                           BELCHER CORPORATION

                                           By: /s/ Gary W. LaChey
                                               -------------------------------
                                               Name: Gary W. LaChey
                                               Title: Vice President-Finance,
                                                      Treasurer, Secretary & CFO

                                           PEERLESS CORPORATION

                                           By:  /s/ Gary W. LaChey
                                               -------------------------------
                                               Name: Gary W. LaChey
                                               Title: Vice President-Finance,
                                                      Treasurer, Secretary & CFO

                                           THE BANK OF NEW YORK

                                           By: /s/ Patricia Gallagher
                                               -------------------------------
                                               Name:
                                               Title:

                                      110

<PAGE>

                                   EXHIBIT A

                                  FORM OF NOTE

                                      A-1

<PAGE>

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

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
         SELL, ASSIGN, TRANSFER, PLEDGE, ENCUMBER OR OTHERWISE DISPOSE OF SUCH
         SECURITY ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B)
         PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
         UNDER THE SECURITIES ACT, (C) TO A PERSON IT REASONABLY BELIEVES IS A
         "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A PROMULGATED
         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) AS PERMITTED
         BY RULE 144 PROMULGATED UNDER THE SECURITIES ACT, (E) PURSUANT TO
         OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE OF THE UNITED
         STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (F)
         TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2),
         (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED
         INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
         OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
         PRINCIPAL AMOUNT OF US $250,000, FOR INVESTMENT PURPOSES ONLY AND NOT
         WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
         OF THE SECURITIES IN VIOLATION OF THE SECURITIES ACT OR (G) PURSUANT TO
         ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR
         TO ANY SUCH OFFER, SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE OR
         OTHER DISPOSITION PURSUANT TO CLAUSES (D), (E), (F) OR (G) TO REQUIRE
         THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
         INFORMATION SATISFACTORY TO EACH OF THEM.]

         [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
         INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN

                                      A-2

<PAGE>

         CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
         TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE
         TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
         SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
         WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE,
         (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
         PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY
         BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT
         OF THE COMPANY.

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
         DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
         THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
         DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
         THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
         NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS THIS NOTE IS PRESENTED BY
         AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
         STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
         REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE
         REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
         MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
         AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
         AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

         THIS NOTE WAS ISSUED AS PART OF AN INVESTMENT UNIT. THIS NOTE WAS
         ISSUED WITH "ORIGINAL ISSUE DISCOUNT" FOR U.S. FEDERAL INCOME TAX
         PURPOSES. WITH RESPECT TO THIS INVESTMENT UNIT WITH A PRINCIPAL AMOUNT
         OF $1,000, THE ISSUE PRICE IS $916.70. $915.36 OF SUCH ISSUE PRICE WAS
         ALLOCATED TO THE NOTE PORTION. THE TOTAL AMOUNT OF ORIGINAL ISSUE
         DISCOUNT IS $84.64. THE ISSUE DATE OF THIS SECURITY IS OCTOBER 8, 2003.
         THE YIELD TO MATURITY OF THIS SECURITY ON THE ISSUE DATE IS 13.28%,
         COMPOUNDED SEMIANNUALLY.

         THE LIENS SECURING THIS INSTRUMENT ARE SUBORDINATE IN THE MANNER AND TO
         THE EXTENT SET FORTH IN THAT CERTAIN LIEN SUBORDINATION AGREEMENT (THE
         "SUBORDINATION

                                      A-3

<PAGE>

         AGREEMENT") DATED AS OF OCTOBER 8, 2003 AMONG THE BANK OF NEW YORK (THE
         "TRUSTEE"), NEENAH FOUNDRY COMPANY (THE "COMPANY") AND THE OTHER
         "COMPANIES" (AS DEFINED THEREIN) PARTY THERETO AND FLEET CAPITAL
         CORPORATION ("AGENT"), TO THE LIENS SECURING THE INDEBTEDNESS
         (INCLUDING INTEREST) OWED BY THE COMPANIES PURSUANT TO OR IN CONNECTION
         WITH THAT CERTAIN LOAN AND SECURITY AGREEMENT DATED AS OF OCTOBER 8,
         2003 AMONG THE COMPANY, CERTAIN OF THE OTHER COMPANIES, AGENT AND THE
         LENDERS FROM TIME TO TIME PARTY THERETO, AS SUCH LOAN AND SECURITY
         AGREEMENT MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME
         TO TIME AND TO INDEBTEDNESS REFINANCING THE INDEBTEDNESS UNDER SUCH
         LOAN AND SECURITY AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS
         ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF
         THE SUBORDINATION AGREEMENT AND EACH AGREEMENT MADE THEREIN BY THE
         TRUSTEE ON ITS BEHALF.

                                      A-4

<PAGE>

                                 (FACE OF NOTE)

                             NEENAH FOUNDRY COMPANY

                        11% SENIOR SECURED NOTE DUE 2010

No.                                                        CUSIP No. ___________

                                                           $_____________

                  Neenah Foundry Company, a Wisconsin corporation (hereinafter
called the "Company," which term includes any successors under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
Co., Inc., or registered assigns, the principal sum of one hundred thirty three
million one hundred thirty thousand dollars, on September 30, 2010.

                  Interest Payment Dates: January 1 and July 1, commencing
January 1, 2004.

                  Record Dates: December 15 and June 15.

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

                                      A-5

<PAGE>

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

                                                    NEENAH FOUNDRY COMPANY

                                                    By:________________________
                                                       Name:
                                                       Title:

                                                    By:________________________
                                                       Name:
                                                       Title:

Attest:_________________________________
                  Secretary

                                      A-6

<PAGE>

                FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

           This is one of the Notes described in the within-mentioned Indenture.

                                                    THE BANK OF NEW YORK

                                                    By__________________________
                                                       Authorized Signatory

         Dated: October 8, 2003

                                      A-7

<PAGE>

                                 (BACK OF NOTE)

                             NEENAH FOUNDRY COMPANY

                        11% SENIOR SECURED NOTE DUE 2010

1.       Interest.

                  Neenah Foundry Company, a Wisconsin corporation (hereinafter
called the "Company," which term includes any successors under the Indenture
hereinafter referred to), promises to pay interest on the principal amount of
this Note at the rate of 11% per annum. To the extent it is lawful, the Company
promises to pay interest on any interest payment due but unpaid at the same rate
of interest borne by the Notes.

                  The Company will pay interest semi-annually on January 1 and
July 1 of each year (each, an "Interest Payment Date"), commencing January 1,
2004. Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid on the Notes, from
September 30, 2003. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months.

2.       Method of Payment.

                  The Company shall pay interest in cash on the Notes (except
defaulted interest) to the Persons who are the registered Holders at the close
of business on the Record Date immediately preceding the Interest Payment Date.
Holders must surrender Notes to a Paying Agent to collect principal payments.
Any such interest not so punctually paid, and defaulted interest relating
thereto, may be paid to the Persons who are registered Holders at the close of
business on a Special Record Date for the payment of such defaulted interest, as
more fully provided in the Indenture referred to below. Except as provided
below, the Company shall pay principal and interest in such coin or currency of
the United States of America as at the time of payment shall be legal tender for
payment of public and private debts ("U.S. Legal Tender"). The Notes will be
payable as to principal, and interest at the office or agency of the Company
maintained for such purpose within the Borough of Manhattan, The City and State
of New York, or at the option of the Company, payment of principal, and interest
may be made by check mailed to the Holders at their addresses set forth in the
registry of Holders, and provided that payment by wire transfer of immediately
available funds will be required with respect to principal of, and interest on
Global Notes.

3.       Paying Agent and Registrar.

                  Initially, The Bank of New York (the "Trustee") will act as
Paying Agent and Registrar. The Company may change any Paying Agent, Registrar
or co-Registrar without notice to the Holders. The Company or any of its
Subsidiaries may, subject to certain exceptions, act as Paying Agent, Registrar
or co-Registrar.

                                      A-8

<PAGE>

4.       Indenture.

                  The Company issued the Notes under an Indenture, dated as of
October 8, 2003 (the "Indenture"), among the Company, the Subsidiary Guarantors
party thereto and the Trustee. Capitalized terms herein are used as defined in
the Indenture unless otherwise defined herein. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act, as in effect on the date of the Indenture. The Notes
are subject to all such terms, and Holders of Notes are referred to the
Indenture and said Act for a statement of them. To the extent any provision of
this Note conflicts with the express provisions of the Indenture, the provisions
of the Indenture shall govern and be controlling. The Notes are secured by
second-priority security interests in the Collateral limited in aggregate
principal amount to $133,130,000, and may be issued in one or more series.

5.       Redemption.

                  The Notes may not be redeemed prior to September 30, 2007. On
or after September 30, 2007, the Notes may be redeemed in whole or from time to
time in part at any time, at the option of the Company, at the Redemption Prices
(expressed as a percentage of principal amount) set forth below with respect to
the indicated Redemption Date, in each case, plus any accrued but unpaid
interest to, but excluding, the Redemption Date.

<TABLE>
<CAPTION>
              If redeemed during
             the 12-month period
            beginning September 30,                     Redemption Price
            -----------------------                     ----------------
<S>                                                     <C>
2007................................................         105.500%
2008................................................         104.125%
2009................................................         102.750%
</TABLE>

6.       Notice of Redemption.

                  Notice of redemption will be sent by first class mail, postage
prepaid, at least 30 days and not more than 60 days prior to the Redemption Date
to the Holder of each Note to be redeemed at such Holder's last address as then
shown upon the registry books of the Registrar. Notes may be redeemed in part in
multiples of $1,000 only.

                  Except as set forth in the Indenture, from and after any
Redemption Date, if monies for the redemption of the Notes called for redemption
shall have been deposited with the Paying Agent on such Redemption Date and
payment of the Notes called for redemption is not prohibited under the
Indenture, the Notes called for redemption will cease to bear interest and the
only right of the Holders of such Notes will be to receive payment of the
Redemption Price, plus any accrued and unpaid interest to, but excluding the
Redemption Date.

                                      A-9

<PAGE>

7.       Denominations; Transfer; Exchange.

                  The Notes are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder may register
the transfer of, or exchange Notes in accordance with, the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
of or exchange any Notes selected for redemption.

8.       Persons Deemed Owners.

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

9.       Unclaimed Money.

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee and the Paying Agent(s) will pay the money
back to the Company at its written request. After that, all liability of the
Trustee and such Paying Agent(s) with respect to such money shall cease.

10.      Amendment; Supplement; Waiver.

                  Subject to certain exceptions, the Indenture or the Notes may
be amended or supplemented, and any existing Default or Event of Default or
compliance with any provision may be waived, with the written consent of the
Holders of a majority in aggregate principal amount of the Notes then
outstanding. Without notice to or consent of any Holder, the parties thereto may
amend or supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency, or make any other change that does not
adversely affect the rights of any Holder of a Note.

11.      Collateral and Security.

                  The due and punctual payment of the principal of, and interest
on the Notes when and as the same shall be due and payable, and performance of
all other obligations of the Company and the Subsidiary Guarantors to the
Holders of Notes or the Trustee under the Indenture, the Notes and the
Subsidiary Guarantees, according to the terms thereunder, shall be secured by a
Note Lien on the Collateral, which shall be subordinate and subject to the
rights and remedies of the holders of the Priority Liens in accordance with the
terms of the Lien Subordination Agreement and the Collateral Documents.

12.      Change of Control.

                  In the event of a Change of Control of the Company, each
Holder of Notes will have the right to require the Company to repurchase all or
any part (equal to $1,000 or an integral multiple thereof) of such Holder's
Notes, at an offer price in cash equal to

                                      A-10

<PAGE>

101% of the aggregate principal amount thereof, plus accrued and unpaid interest
thereon to the Change of Control Payment Date.

13.      Asset Sales.

                  In the event of certain Asset Sales, the Company may be
required to make an Asset Sale Offer to purchase the maximum principal amount of
Notes that may be purchased out of Excess Proceeds, at an offer price in cash
equal to 100% of the principal amount of the Notes, plus accrued and unpaid
interest thereon to the date of purchase.

14.      Successors.

                  When a successor assumes all the obligations of its
predecessor under the Notes and the Indenture, the predecessor will be released
from those obligations.

15.      Restrictive Covenants.

                  The Indenture imposes certain limitations on, among other
things, the ability of the Company to consolidate or merge with or into, or
sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets, the ability of the Company or its
Restricted Subsidiaries to dispose of certain assets, to declare or pay
dividends or make certain other distributions and payments, to make certain
investments or purchase, redeem, or otherwise acquire or retire for value Equity
Interests, to incur additional Indebtedness or incur Liens and to enter into
certain transactions with Affiliates, all subject to certain limitations
described in the Indenture.

16.      Defeasance.

                  The Indenture contains provisions that permit the Company to
defease the Notes (and satisfy generally its Obligations under the Indenture or
with respect to certain covenants contained therein) under certain circumstances
subject to the conditions specified therein.

17.      Defaults and Remedies.

                  If an Event of Default occurs and is continuing (other than an
Event of Default relating to certain events of bankruptcy, insolvency or
reorganization), then either the Trustee or the Holders of 25% in aggregate
principal amount of Notes then outstanding may declare all the Notes to be due
and payable immediately; provided, however, that after such acceleration, but
before a judgment or decree based on acceleration, the Holders of a majority in
aggregate principal amount of outstanding Notes may, under certain
circumstances, rescind and annul such acceleration if all Events of Default,
other than non-payment of accelerated principal, have been cured or waived as
provided in the Indenture. Holders of Notes may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the Notes then
outstanding may direct the

                                      A-11

<PAGE>

Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of any continuing Default or Event of Default (except a
Default in payment of principal or interest), if it determines that withholding
notice is in their interest.

18.      Trustee Dealings with Company.

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

19.      No Recourse Against Others.

                  No stockholder, director, officer or employee, as such, past,
present or future, of the Company or any successor corporation shall have any
personal liability in respect of the obligations of the Company under the Notes
or the Indenture by reason of his, her or its status as such stockholder,
director, officer or employee. Each Holder of a Note by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

20.      Authentication.

                  This Note shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on the other side
of this Note.

21.      Abbreviations and Defined Terms.

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

22.      CUSIP Numbers.

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Note Identification Procedures, the Company will cause CUSIP numbers to
be printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.

                                      A-12

<PAGE>

23.      Additional Rights of Holders of Notes.

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Request may be made to:

                  Neenah Foundry Company
                  2121 Brooks Avenue
                  Neenah, Wisconsin 54956
                  Attention: Gary W. LaChey

24.      Governing Law.

                  This Note and the Indenture shall be governed by and construed
in accordance with the laws of the State of New York, as applied to contracts
made and performed entirely within the State of New York, without regard to
principles of conflicts of law.

25.      Agreement to Terms.

                  Each Holder, by accepting a Note, agrees to be bound by all of
the terms and provisions of the Indenture, as the same may be amended from time
to time.

                                      A-13

<PAGE>

                               FORM OF ASSIGNMENT

                  I or we assign this Note to

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
             (Print or type name, address and zip code of assignee)

        Please insert Social Note or other identifying number of assignee

___________________________________

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

Dated:___________________                   Signed:_____________________________

________________________________________________________________________________
                        (Sign exactly as name appears on
                          the other side of this Note)

Signature Guarantee:_________________________

NOTICE: Your Signature must be guaranteed by an Institution which is a member of
one of the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program; (ii) The New York Stock Exchange Medallion
Program; (iii) The Stock Exchange Medallion Program; or (iv) any other guarantee
program acceptable to the Trustee.

                                      A-14

<PAGE>

                   FORM OF OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.20 or Section 4.21 of the Indenture, check the
appropriate box:

                      Section 4.20 { }               Section 4.21 { }

                  If you want to have only part of this Note purchased by the
Company pursuant to Section 4.20 or Section 4.21 of the Indenture, state the
amount (in integral multiples of $1,000):

$________________________

Date:__________________________

Signature:___________________________
(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:______________________________________________

NOTICE: Your Signature must be guaranteed by an Institution which is a member of
one of the following recognized signature Guarantee Programs: (i) The Securities
Transfer Agent Medallion Program; (ii) The New York Stock Exchange Medallion
Program; (iii) The Stock Exchange Medallion Program; or (iv) any other guarantee
program acceptable to the Trustee.

                                      A-15

<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

                  The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchange of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:

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

                                      A-16

<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Neenah Foundry Company
2121 Brooks Avenue
Neenah, Wisconsin 54956
Attention: Gary W. LaChey
Telecopy: (920) 725-7000

The Bank of New York
101 Barclay Street, 8th Floor West
New York, New York 10286
Attention: Corporate Trust Department
Telecopy: (212) 815-3272

         Re:          11% Senior Secured Notes due 2010

                  Reference is hereby made to the Indenture, dated as of October
8, 2003 (the "Indenture"), among Neenah Foundry Company, as issuer (the
"Company"), the Subsidiary Guarantors party thereto and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

                             [CHECK ALL THAT APPLY]

                  1. [ ] Check if Transferee will take delivery of a beneficial
interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

                                       B-1

<PAGE>

                  2. [ ] Check if Transferee will take delivery of a beneficial
interest in the Regulation S Global Note or a Definitive Note pursuant to
Regulation S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a Person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(a) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Distribution Compliance Period, the transfer is not being made
to a U.S. Person or for the account or benefit of a U.S. Person (other than an
Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note, the
Temporary Regulation S Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

                  3. [ ] Check and complete if Transferee will take delivery of
a beneficial interest in the IAI Global Note or a Definitive Note pursuant to
any provision of the Securities Act other than Rule 144A or Regulation S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                           (a) [ ]  such Transfer is being effected pursuant to
         and in accordance with Rule 144 under the Securities Act;

                           or

                           (b) [ ]  such Transfer is being effected to the
         Company or a Subsidiary thereof;

                           or

                           (c) [ ]  such Transfer is being effected pursuant to
         an effective registration statement under the Securities Act and in
         compliance with the prospectus delivery requirements of the Securities
         Act;

                           or

                           (d) [ ]  such Transfer is being effected to an
         Institutional Accredited Investor and pursuant to an exemption from the
         registration requirements of the Securities Act other than Rule 144A,
         Rule 144 or Rule 904, and the Transferor hereby further certifies that
         it has not engaged in any general solicitation within the meaning of

                                       B-2

<PAGE>

         Regulation D under the Securities Act and the Transfer complies with
         the transfer restrictions applicable to beneficial interests in a
         Restricted Global Note or Restricted Definitive Notes and the
         requirements of the exemption claimed, which certification is supported
         by (1) a certificate executed by the Transferee in the form of Exhibit
         D to the Indenture and (2) if such Transfer is in respect of a
         principal amount of Notes at the time of transfer of less than US
         $250,000, an Opinion of Counsel provided by the Transferor or the
         Transferee (a copy of which the Transferor has attached to this
         certification), to the effect that such Transfer is in compliance with
         the Securities Act. Upon consummation of the proposed transfer in
         accordance with the terms of the Indenture, the transferred beneficial
         interest or Definitive Note will be subject to the restrictions on
         transfer enumerated in the Private Placement Legend printed on the IAI
         Global Note and/or the Definitive Notes and in the Indenture and the
         Securities Act.

                  4. [ ] Check if Transferee will take delivery of a beneficial
interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

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

                  (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

                  (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i)
The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144,
Rule 903 or Rule 904 and in compliance with the transfer restrictions contained
in the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

                                       B-3

<PAGE>

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

                                                    ____________________________
                                                    [Insert Name of Transferor]

                                                    By:_________________________
                                                       Name:
                                                       Title:

                                                    Dated: _____________________

                                      B-4

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

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

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

                         (a)    [ ] a beneficial interest in the:

                          (i)   [ ] 144A Global Note (CUSIP _________), or

                          (ii)  [ ] Regulation S Global Note (CUSIP _________),
                                    or

                          (iii) [ ] IAI Global Note (CUSIP _________); or

                         (b) [ ]    a Restricted Definitive Note.

                  2.     After the Transfer the Transferee will hold:

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

                         (a)    [ ] a beneficial interest in the:

                          (i)   [ ] 144A Global Note (CUSIP _________), or

                          (ii)  [ ] Regulation S Global Note (CUSIP _________),
                                    or

                          (iii) [ ] IAI Global Note (CUSIP _________); or

                          (iv)  [ ] Unrestricted Global Note (CUSIP _________);
                                    or

                         (b)    [ ] a Restricted Definitive Note; or

                         (c)    [ ] an Unrestricted Definitive Note,

                         in accordance with the terms of the Indenture.

                                       B-5

<PAGE>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Neenah Foundry Company
2121 Brooks Avenue
Neenah, Wisconsin 54956
Attention: Gary W. LaChey
Telecopy: (920) 725-7000

The Bank of New York
101 Barclay Street, 8th Floor West
New York, New York 10286
Attention: Corporate Trust Department
Telecopy: (212) 815-3272

         Re:          11% Senior Secured Notes due 2010

                  Reference is hereby made to the Indenture, dated as of October
8, 2003 (the "Indenture"), among Neenah Foundry Company, as issuer (the
"Company"), the Subsidiary Guarantors party thereto and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

                  1.       Exchange of Restricted Definitive Notes or Beneficial
Interests in a Restricted Global Note for Unrestricted Definitive Notes or
Beneficial Interests in an Unrestricted Global Note

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

                  (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's

                                       C-1

<PAGE>

beneficial interest in a Restricted Global Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Note and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Unrestricted Definitive Note is being acquired
in compliance with any applicable blue sky securities laws of any state of the
United States.

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

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

                  2.       Exchange of Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes for Restricted Definitive Notes or
Beneficial Interests in Restricted Global Notes

                  (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

                  (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest in
the [CIRCLE ONE] 144A Global Note, Regulation S Global Note, IAI Global Note
with an equal principal amount, the Owner hereby

                                       C-2

<PAGE>

certifies (i) the beneficial interest is being acquired for the Owner's own
account without transfer and (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Definitive Note and
pursuant to and in accordance with the Securities Act, and in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.

                                      C-3

<PAGE>

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

                                           _____________________________________
                                                 [Insert Name of Transferor]

                                           By:__________________________________
                                              Name:
                                              Title:

Dated:______________________

                                       C-4

<PAGE>

                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Neenah Foundry Company
2121 Brooks Avenue
Neenah, Wisconsin 54956
Attention: Gary W. LaChey
Telecopy: (920) 725-7000

The Bank of New York
101 Barclay Street, 8th Floor West
New York, New York 10286
Attention: Corporate Trust Department
Telecopy: (212) 815-3272

         Re:          11% Senior Secured Notes due 2010

                  Reference is hereby made to the Indenture, dated as of October
8, 2003 (the "Indenture"), among Neenah Foundry Company, as issuer (the
"Company"), the Subsidiary Guarantors party thereto and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

                  In connection with our proposed purchase of
US$____________ aggregate principal amount of:

                  (a) [ ] a beneficial interest in a Global Note, or

                  (b) [ ] a Definitive Note,

                                we confirm that:

                  1.       We understand that any subsequent transfer of the
Notes or any interest therein is subject to certain restrictions and conditions
set forth in the Indenture and the undersigned agrees to be bound by, and not to
resell, pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

                  2.       We understand that the offer and sale of the Notes
have not been registered under the Securities Act, and that the Notes and any
interest therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein) 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

                                       D-1

<PAGE>

144A under the Securities Act, (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, such transfer is in respect of a
minimum principal amount of Notes of US $250,000, (D) pursuant to offers and
sales to non-U.S. Persons that occur outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to any
other available exemption under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any Person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

                  3.       We understand that, on any proposed resale of the
Notes or beneficial interest therein, we will be required to furnish to you and
the Company such certifications, legal opinions and other information as you and
the Company may reasonably require to confirm that the proposed sale complies
with the foregoing restrictions. We further understand that the Notes purchased
by us will bear a legend to the foregoing effect.

                  4.       We are an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act) and 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 we and any accounts for which we are acting are each able to bear the
economic risk of our or its investment. We have had access to such financial and
other information and have been afforded the opportunity to ask such questions
of representatives of the Company and receive answers thereto, as we deem
necessary in connection with our decision to purchase the Notes.

                  5.       We are acquiring the Notes or beneficial interest
therein purchased by us for our own account, or for one or more accounts (each
of which is an institutional "accredited investor") as to each of which we
exercise sole investment discretion, for investment purposes only and are not
acquiring the Notes with a view to any distribution thereof in a transaction
that would violate the Securities Act of the securities laws of any state of the
United States or any other applicable jurisdiction.

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. This letter shall be governed by,
and construed in accordance with, the laws of the State of New York.

                                           _____________________________________
                                            [Insert Name of Accredited Investor]

                                           By:__________________________________
                                              Name:
                                              Title:

Dated:______________________

                                       D-2

<PAGE>

                                    EXHIBIT E

                                    GUARANTEE

                  For value received, each of the undersigned hereby
unconditionally guarantees to the Holders of Notes the payments of principal of,
and interest on such Notes in the amounts and at the time when due and interest
on the overdue principal, and interest, if any, of such Notes, if lawful, and
the payment or performance of all other obligations of the Company under the
Indenture and the Notes, to the Holders of the Notes and to the Trustee, all in
accordance with and subject to the terms and limitations of the Notes, Article X
of the Indenture and this Guarantee. This Guarantee will become effective in
accordance with Article X of the Indenture and its terms shall be evidenced
therein. The validity and enforceability of any Guarantee shall not be affected
by the fact that it is not affixed to any particular Note.

                  The obligations of the undersigned to the Holders of Notes and
to the Trustee pursuant to the Guarantee and the Indenture are expressly set
forth in Article X of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Guarantee and all of the other provisions
of the Indenture to which this Guarantee relates. Each Holder of a Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary to appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such
Holder for such purpose.

                                       E-1

<PAGE>

                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

Advanced Cast Products, Inc.
Dalton Corporation
Dalton Corporation, Warsaw Manufacturing Facility
Dalton Corporation, Stryker Machining Facility Co.
Dalton Corporation, Ashland Manufacturing Facility
Dalton Corporation, Kendallville Manufacturing Facility
Deeter Foundry, Inc.
Gregg Industries, Inc.
Mercer Forge Corporation
A&M Specialties, Inc.
Neenah Transport, Inc.
Cast Alloys, Inc.
Belcher Corporation
Peerless Corporation

By:___________________________
   Name:
   Title:

                                      E-2