<PAGE>
                                                                  EXECUTION COPY

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

                            TITAN INTERNATIONAL, INC.

                     AND EACH OF THE GUARANTORS PARTY HERETO

                 $200,000,000 8% SENIOR UNSECURED NOTES DUE 2012

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

                                    INDENTURE

                          Dated as of December 28, 2006

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

                         U.S. Bank National Association

                                     Trustee

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

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                    Indenture Section
<S>                                                                            <C>
310(a)(1)...................................................................          7.10
     (a)(2).................................................................          7.10
     (a)(3).................................................................          N.A.
     (a)(4).................................................................          N.A.
     (a)(5).................................................................          7.10
     (b)....................................................................          7.10
     (c)....................................................................          N.A.
311(a)......................................................................          7.11
     (b)....................................................................          7.11
     (c)....................................................................          N.A.
312(a)......................................................................          2.05
     (b)....................................................................         12.03
     (c)....................................................................         12.03
313(a)......................................................................          7.06
     (b)(2).................................................................       7.06; 7.07
     (c)....................................................................      7.06; 12.02
     (d)....................................................................          7.06
314(a)......................................................................   4.03;12.02; 12.05
     (c)(1).................................................................         12.04
     (c)(2).................................................................         12.04
     (c)(3).................................................................          N.A.
     (e)....................................................................         12.05
     (f)....................................................................          N.A.
315(a)......................................................................          7.01
     (b)....................................................................      7.05; 12.02
     (c)....................................................................          7.01
     (d)....................................................................          7.01
     (e)....................................................................          6.11
316(a) (last sentence)......................................................          2.09
     (a)(1)(A)..............................................................          6.05
     (a)(1)(B)..............................................................          6.04
     (a)(2).................................................................          N.A.
     (b)....................................................................          6.07
     (c)....................................................................          2.12
317(a)(1)...................................................................          6.08
     (a)(2).................................................................          6.09
     (b)....................................................................          2.04
318(a)......................................................................         12.01
     (b)....................................................................          N.A.
     (c)....................................................................         12.01
</TABLE>

N.A. means not applicable.
* This Cross Reference Table is not part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

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

Section 1.01     Definitions................................................................................      1
Section 1.02     Other Definitions..........................................................................     21
Section 1.03     Incorporation by Reference of Trust Indenture Act..........................................     21
Section 1.04     Rules of Construction......................................................................     22
Section 1.05     Acts of Holders............................................................................     22

                                                  ARTICLE 2
                                                  THE NOTES

Section 2.01     Form and Dating............................................................................     23
Section 2.02     Execution and Authentication...............................................................     24
Section 2.03     Registrar and Paying Agent.................................................................     24
Section 2.04     Paying Agent to Hold Money in Trust........................................................     25
Section 2.05     Holder Lists...............................................................................     25
Section 2.06     Transfer and Exchange......................................................................     25
Section 2.07     Replacement Notes..........................................................................     37
Section 2.08     Outstanding Notes..........................................................................     37
Section 2.09     Treasury Notes.............................................................................     37
Section 2.10     Temporary Notes............................................................................     38
Section 2.11     Cancellation...............................................................................     38
Section 2.12     Defaulted Interest.........................................................................     38
Section 2.13     CUSIP Numbers..............................................................................     38

                                                  ARTICLE 3
                                          REDEMPTION AND PREPAYMENT

Section 3.01     Notices to Trustee.........................................................................     39
Section 3.02     Selection of Notes to Be Redeemed or Purchased.............................................     39
Section 3.03     Notice of Redemption.......................................................................     39
Section 3.04     Effect of Notice of Redemption.............................................................     40
Section 3.05     Deposit of Redemption or Purchase Price....................................................     40
Section 3.06     Notes Redeemed or Purchased in Part........................................................     41
Section 3.07     Optional Redemption........................................................................     41
Section 3.08     Mandatory Redemption.......................................................................     41
Section 3.09     Intentionally Omitted......................................................................     41
Section 3.10     Offer to Purchase by Application of Excess Proceeds........................................     41

                                                  ARTICLE 4
                                                  COVENANTS

Section 4.01     Payment of Notes...........................................................................     43
Section 4.02     Maintenance of Office or Agency............................................................     43
Section 4.03     SEC Reports................................................................................     44
Section 4.04     Compliance Certificate.....................................................................     44
Section 4.05     Taxes......................................................................................     45
Section 4.06     Stay, Extension and Usury Laws.............................................................     45
Section 4.07     Restricted Payments........................................................................     45
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                Page
<S>                                                                                                             <C>
Section 4.08     Dividend and Other Payment Restrictions Affecting Subsidiaries.............................     48
Section 4.09     Incurrence of Indebtedness and Issuance of Preferred Stock.................................     49
Section 4.10     Asset Sales................................................................................     53
Section 4.11     Transactions with Affiliates...............................................................     55
Section 4.12     Liens......................................................................................     56
Section 4.13     Business Activities........................................................................     56
Section 4.14     Corporate Existence........................................................................     56
Section 4.15     Offer to Repurchase Upon Change of Control.................................................     56
Section 4.16     Limitation on Sale and Leaseback Transactions..............................................     58
Section 4.17     Payments for Consent.......................................................................     58
Section 4.18     Additional Note Guarantees.................................................................     58
Section 4.19     Designation of Restricted and Unrestricted Subsidiaries....................................     59

                                                  ARTICLE 5
                                                 SUCCESSORS

Section 5.01     Merger, Consolidation, or Sale of Assets...................................................     59
Section 5.02     Successor Corporation Substituted..........................................................     60

                                                  ARTICLE 6
                                            DEFAULTS AND REMEDIES

Section 6.01     Events of Default..........................................................................     60
Section 6.02     Acceleration...............................................................................     62
Section 6.03     Other Remedies.............................................................................     62
Section 6.04     Waiver of Past Defaults....................................................................     62
Section 6.05     Control by Majority........................................................................     63
Section 6.06     Limitation on Suits........................................................................     63
Section 6.07     Rights of Holders of Notes to Receive Payment..............................................     63
Section 6.08     Collection Suit by Trustee.................................................................     64
Section 6.09     Trustee May File Proofs of Claim...........................................................     64
Section 6.10     Priorities.................................................................................     64
Section 6.11     Undertaking for Costs......................................................................     65

                                                  ARTICLE 7
                                                   TRUSTEE

Section 7.01     Duties of Trustee..........................................................................     65
Section 7.02     Rights of Trustee..........................................................................     66
Section 7.03     Individual Rights of Trustee...............................................................     67
Section 7.04     Trustee's Disclaimer.......................................................................     67
Section 7.05     Notice of Defaults.........................................................................     67
Section 7.06     Reports by Trustee to Holders of the Notes.................................................     67
Section 7.07     Compensation and Indemnity.................................................................     68
Section 7.08     Replacement of Trustee.....................................................................     68
Section 7.09     Successor Trustee by Merger, etc. ..........................................................    69
Section 7.10     Eligibility; Disqualification..............................................................     69
Section 7.11     Preferential Collection of Claims Against Company..........................................     70

                                                  ARTICLE 8
                                  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01     Option to Effect Legal Defeasance or Covenant Defeasance...................................     70
Section 8.02     Legal Defeasance and Discharge.............................................................     70
Section 8.03     Covenant Defeasance........................................................................     70
</TABLE>

                                       ii

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                Page
<S>                                                                                                             <C>
Section 8.04     Conditions to Legal or Covenant Defeasance.................................................     71
Section 8.05     Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
                   Provisions...............................................................................     72
Section 8.06     Repayment to Company.......................................................................     72
Section 8.07     Reinstatement..............................................................................     73

                                                  ARTICLE 9
                                      AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01     Without Consent of Holders of Notes........................................................     73
Section 9.02     With Consent of Holders of Notes...........................................................     74
Section 9.03     Compliance with Trust Indenture Act........................................................     75
Section 9.04     Revocation and Effect of Consents..........................................................     75
Section 9.05     Notation on or Exchange of Notes...........................................................     75
Section 9.06     Trustee to Sign Amendments, etc............................................................     76

                                                 ARTICLE 10.
                                               NOTE GUARANTEES

Section 10.01.   Guarantee..................................................................................     76
Section 10.02.   Limitation on Guarantor Liability..........................................................     77
Section 10.03.   Execution and Delivery of Note Guarantee...................................................     77
Section 10.04.   Guarantors May Consolidate, etc., on Certain Terms.........................................     78
Section 10.05.   Releases...................................................................................     78

                                                 ARTICLE 11
                                         SATISFACTION AND DISCHARGE

Section 11.01    Satisfaction and Discharge.................................................................     79
Section 11.02    Application of Trust Money.................................................................     80

                                                 ARTICLE 12
                                                MISCELLANEOUS

Section 12.01    Trust Indenture Act Controls...............................................................     80
Section 12.02    Notices....................................................................................     81
Section 12.03    Communication by Holders of Notes with Other Holders of Notes..............................     82
Section 12.04    Certificate and Opinion as to Conditions Precedent.........................................     82
Section 12.05    Statements Required in Certificate or Opinion..............................................     82
Section 12.06    Rules by Trustee and Agents................................................................     83
Section 12.07    No Personal Liability of Directors, Officers, Employees and Stockholders...................     83
Section 12.08    Governing Law..............................................................................     83
Section 12.09    No Adverse Interpretation of Other Agreements..............................................     83
Section 12.10    Successors.................................................................................     83
Section 12.11    Severability...............................................................................     83
Section 12.12    Counterpart Originals......................................................................     83
Section 12.13    Table of Contents, Headings, etc. .........................................................     84
Section 12.14    Force Majeure..............................................................................     84
</TABLE>

                                    EXHIBITS

Exhibit A1    FORM OF NOTE
Exhibit A2    FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B     FORM OF CERTIFICATE OF TRANSFER
Exhibit C     FORM OF CERTIFICATE OF EXCHANGE

                                      iii

<PAGE>

Exhibit D     FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E     FORM OF NOTATION OF GUARANTEE
Exhibit F     FORM OF SUPPLEMENTAL INDENTURE

                                       iv

<PAGE>

      INDENTURE dated as of December 28, 2006 among Titan International, Inc.,
an Illinois corporation, the Guarantors (as defined) and U.S. Bank National
Association, a national banking association, as trustee.

      The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the $200,000,000 8% Senior Unsecured Notes due 2012 (the "Notes"):

                                   ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.

      "144A Global Note" means a Global Note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

      "Acquired Borrowing Base" means, as of any date, an amount equal to:

            (1) 80% of the book value of all accounts receivables owned by any
         Person or business acquired or to be acquired by the Company or any of
         its Restricted Subsidiaries after the date of this Indenture; plus

            (2) 60% of the book value of all inventory owned by any Person or
         business acquired or to be acquired by the Company or any of its
         Restricted Subsidiaries after the date of this Indenture; plus

            (3) 50% of the Orderly Liquidation Value of Equipment owned by any
         Person or business acquired or to be acquired by the Company or any of
         its Restricted Subsidiaries after the date of this Indenture; and

            (4) 50% of the Orderly Liquidation Value of Equipment otherwise
         acquired by the Company or any of its Restricted Subsidiaries since the
         date of this Indenture;

         all calculated on a consolidated basis in accordance with GAAP.

      "Acquired Debt" means, with respect to any specified Person:

            (1) Indebtedness of any other Person existing at the time such other
         Person is merged with or into or became a Subsidiary of such specified
         Person, whether or not such Indebtedness is 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

            (2) Indebtedness secured by a Lien encumbering any asset acquired by
         such specified Person.

      "Additional Notes" means additional Notes (other than the Initial Notes)
issued under this Indenture in accordance with Section 2.02 and 4.09 hereof, as
part of the same series as the Initial Notes.

                                       1
<PAGE>

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means 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 otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" have correlative
meanings.

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

      "Applicable Premium" means, with respect to any Note on any redemption
date, the greater of:

            (1) 1.0% of the principal amount of the Note; or

            (2) the excess of:

               (a) the present value at such redemption date of (i) the
           principal amount of the Note at maturity plus (ii) all required
           interest payments due on the Note through the maturity date of the
           Note (excluding accrued but unpaid interest to the redemption date),
           computed using a discount rate equal to the Treasury Rate as of such
           redemption date plus 50 basis points; over

               (b) the principal amount of the Note, if greater.

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

      "Asset Sale" means:

            (1) the sale, lease, conveyance or other disposition of any assets
         or rights; provided that the sale, lease, conveyance or other
         disposition of all or substantially all of the assets of the Company
         and its Restricted Subsidiaries taken as a whole shall be governed by
         Section 4.15 and/or Section 5.01 of this Indenture and not by the
         provisions of Section 4.10; and

            (2) the issuance of Equity Interests in any of the Company's
         Restricted Subsidiaries or the sale of Equity Interests in any of its
         Subsidiaries.

            Notwithstanding the preceding, none of the following items shall be
         deemed to be an Asset Sale:

            (1) any single transaction or series of related transactions that
         involves assets having a Fair Market Value of less than $1.0 million;

            (2) a transfer of assets or rights between or among the Company and
         its Restricted Subsidiaries;

            (3) an issuance of Equity Interests by a Restricted Subsidiary of
         the Company to the Company or to a Restricted Subsidiary of the
         Company;

                                       2
<PAGE>

            (4) the sale, assignment or lease of products, rights, services,
         equipment, inventory or accounts receivable in the normal course of
         business and any sale or other disposition of damaged, worn-out or
         obsolete assets or properties in the normal course of business;

            (5) the sale or other disposition of cash or Cash Equivalents;

            (6) the license of any intellectual property of the Company or any
         of its Restricted Subsidiaries in the normal course of business;

            (7) the surrender or waiver of contract or intellectual property
         rights, or the settlement, release or surrender of contract, tort or
         other litigation claims, but only to the extent that pursuant to such
         surrender, waiver, settlement or release the Company or any of its
         Restricted Subsidiaries does not receive cash or Cash Equivalents in
         exchange therefor;

            (8) a Restricted Payment that does not violate the covenant
         described in Section 4.07 or a Permitted Investment; or

            (9) the exchange of up to $12.0 million in notes for stock of Titan
         Europe.

      "Attributable Debt" in respect of a sale and leaseback transaction means,
at the time of determination, the present value 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. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP; provided,
however, that if such sale and leaseback transaction results in a Capital Lease
Obligation, the amount of Indebtedness represented thereby shall be determined
in accordance with the definition of "Capital Lease Obligation."

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

      "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act. The terms "Beneficially Owns" and
"Beneficially Owned" have a corresponding meaning.

      "Board of Directors" means:

            (1) with respect to a corporation, the board of directors of the
         corporation or any committee thereof duly authorized to act on behalf
         of such board;

            (2) with respect to a partnership, the board of directors of the
         general partner of the partnership;

            (3) with respect to a limited liability company, the managing member
         or members or any controlling committee of managing members thereof;
         and

            (4) with respect to any other Person, the board or committee of such
         Person serving a similar function.

      "Broker-Dealer" means any broker or dealer registered under the Exchange
Act.

                                       3
<PAGE>

      "Business Asset" means assets (except in connection with the acquisition
of a Subsidiary in a Permitted Business that becomes a Guarantor) other than
notes, bonds, obligations and Securities that in the good faith judgment of the
Board of Directors, will immediately constitute, be a part of, or be used in, a
Permitted Business.

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

      "Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet prepared in
accordance with GAAP, and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be prepaid by the lessee without payment of a
penalty.

      "Capital Stock" means:

            (1) in the case of a corporation, corporate stock;

            (2) in the case of an association or business entity, any and all
         shares, interests, participations, rights or other equivalents (however
         designated) of corporate stock;

            (3) in the case of a partnership or limited liability company,
         partnership interests (whether general or limited) or membership
         interests; and

            (4) 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, but excluding from all of the
         foregoing any debt securities convertible into Capital Stock, whether
         or not such debt securities include any right of participation with
         Capital Stock.

      "Cash Equivalents" means:

            (1) United States dollars or currencies held by the Company or any
         of its Subsidiaries from time to time in the normal course of business;

            (2) securities issued or directly and fully guaranteed or insured by
         the United States government or any agency or instrumentality of the
         United States government (provided that the full faith and credit of
         the United States is pledged in support of those securities) having
         maturities of not more than six months from the date of acquisition;

            (3) certificates of deposit and eurodollar time deposits with
         maturities of six months or less from the date of acquisition, bankers'
         acceptances with maturities not exceeding six months and overnight bank
         deposits, in each case, with any domestic commercial bank having
         capital and surplus in excess of $500.0 million and a Thomson Bank
         Watch Rating of "B" or better;

            (4) repurchase obligations with a term of not more than seven days
         for underlying securities of the types described in clauses (2) and (3)
         above entered into with any financial institution meeting the
         qualifications specified in clause (3) above;

            (5) commercial paper having one of the two highest ratings
         obtainable from Moody's Investor Services, Inc. or Standard & Poor's
         Ratings Group and, in each case, maturing within six months after the
         date of acquisition; and

                                       4
<PAGE>

            (6) money market funds at least 95% of the assets of which
         constitute Cash Equivalents of the kinds described in clauses (1)
         through (5) of this definition.

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

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

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

            (3) the consummation of any transaction (including, without
         limitation, any merger or consolidation), the result of which is that
         any "person" (as defined above) becomes the Beneficial Owner, directly
         or indirectly, of more than 50% of the Voting Stock of the Company,
         measured by voting power rather than number of shares; or

            (4) the first day on which a majority of the members of the Board of
         Directors of the Company are not Continuing Directors.

      "Clearstream" means Clearstream Banking, S.A.

      "Company" means Titan International, Inc., and any and all successors
thereto.

      "Consolidated Cash Flow" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period plus,
without duplication:

            (1) provision for taxes based on income or profits of such Person
         and its Restricted Subsidiaries for such period, to the extent that
         such provision for taxes was deducted in computing such Consolidated
         Net Income; plus

            (2) the Fixed Charges of such Person and its Restricted Subsidiaries
         for such period, to the extent that such Fixed Charges were deducted in
         computing such Consolidated Net Income; plus

            (3) other non-cash charges from employee compensation expenses
         arising from the issuance of stock, options to purchase stock,
         deferrals and stock appreciation rights (excluding any such expenses
         which relate to options or rights which, at the option of the holder
         thereof, may be settled in cash); plus

            (4) depreciation, amortization (including amortization of
         intangibles but excluding amortization of prepaid cash expenses that
         were paid in a prior period) and other non-cash expenses (excluding any
         such non-cash expense to the extent that it represents an accrual of or
         reserve for cash expenses in any future period or amortization of a
         prepaid cash expense that was paid in a prior period) of such Person
         and its Restricted Subsidiaries for such period to the extent that such
         depreciation, amortization and other non-cash expenses were deducted in
         computing such Consolidated Net Income; plus

            (5) non-cash items (other than any non-cash items that will require
         cash payments in the future or that relate to foreign currency
         translation) decreasing such

                                       5
<PAGE>

         Consolidated Net Income for such period other than items that were
         accrued in the normal course of business; minus

            (6) non-cash items (other than any non-cash items that will require
         cash payments in the future or that relate to foreign currency
         translation) increasing such Consolidated Net Income for such period,
         other than the items that were accrued in the normal course of
         business,

in each case, on a consolidated basis and determined in accordance with GAAP.

      "Consolidated Net Income" means, with respect to any specified 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; provided that:

            (1) the Net Income (but not loss) of any Person that is not a
         Restricted Subsidiary or that is accounted for by the equity method of
         accounting shall be included only to the extent of the amount of
         dividends or similar distributions paid in cash to the specified Person
         or a Restricted Subsidiary of the Person;

            (2) the Net Income of any Restricted Subsidiary shall be excluded to
         the extent that the declaration or payment of dividends or similar
         distributions by that Restricted Subsidiary of that Net Income is not
         at the date of determination permitted without any prior governmental
         approval (that has not been obtained) or, directly or indirectly, by
         operation of the terms of its charter or any agreement, instrument,
         judgment, decree, order, statute, rule or governmental regulation
         applicable to that Restricted Subsidiary or its shareholders;

            (3) the cumulative effect of a change in accounting principles shall
         be excluded;

            (4) any non-cash goodwill impairment charges shall be excluded;

            (5) any non-cash charges relating to the underfunded portion of any
         pension plan shall be excluded; and

            (6) any non-cash charges resulting from the application of SFAS No.
         123 shall be excluded;

      "Consolidated Net Tangible Assets" means, with respect to any Person as of
any date, the amount which, in accordance with GAAP, would be set forth under
the caption "Total Assets" (or any like caption) on a consolidated balance sheet
of such Person and its Restricted Subsidiaries (less applicable reserves), after
deducting therefrom (a) all current liabilities and (b) all goodwill and any
other amounts classified as intangible assets in accordance with GAAP.

      "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who:

            (1) was a member of such Board of Directors on the date of this
         Indenture; or

            (2) was nominated for election or elected to such Board of Directors
         with the approval of a majority of the Continuing Directors who were
         members of such Board of Directors at the time of such nomination or
         election.

                                       6
<PAGE>

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

      "Credit Agreement" means the credit agreement, dated as of July 23, 2004
originally among the Company and LaSalle Bank National Association and General
Electric Capital Corporation, as amended.

      "Credit Facilities" means one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced (whether upon or after
termination or otherwise) or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time.

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

      "Debt" means, with respect to any specified Person, any indebtedness of
such Person (excluding accrued expenses and trade payables), whether or not
contingent:

            (1) in respect of borrowed money;

            (2) evidenced by bonds, notes, debentures or similar instruments or
         letters of credit (or reimbursement agreements in respect thereof);

            (3) in respect of banker's acceptances;

            (4) representing Capital Lease Obligations or Attributable Debt in
         respect of sale and leaseback transactions;

            (5) representing the balance deferred and unpaid of the purchase
         price of any property or services due more than six months after such
         property is acquired or such services are completed; or

            (6) representing any Hedging Obligations,

      if and to the extent any of the preceding items (other than letters of
credit, Attributable Debt, and Hedging Obligations) would appear as a liability
upon a balance sheet of the specified Persons prepared in accordance with GAAP.

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

      "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A1 hereto except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.

      "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and

                                       7
<PAGE>

all successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Indenture.

      "Designated Noncash Consideration" means the Fair Market Value of noncash
consideration received by the Company or any of its Restricted Subsidiaries in
connection with an Asset Sale that is so designated as Designated Noncash
Consideration pursuant to an officers' certificate of the Company, setting forth
the basis of such valuation, less the amount of cash or Cash Equivalents
received in connection with a subsequent sale of such Designated Noncash
Consideration.

      "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset shall not constitute Disqualified Stock if the terms of such
Capital Stock provide that the Company may not repurchase or redeem any such
Capital Stock pursuant to such provisions unless such repurchase or redemption
complies with Section 4.07 hereof. The amount of Disqualified Stock deemed to be
outstanding at any time for purposes of this Indenture will be the maximum
amount that the Company and its Restricted Subsidiaries may become obligated to
pay upon the maturity of, or pursuant to any mandatory redemption provisions of,
such Disqualified Stock, exclusive of accrued dividends.

      "Domestic Subsidiary" means any Restricted Subsidiary of the Company that
was formed under the laws of the United States or any state of the United States
or the District of Columbia.

      "Equipment" of any Person or business means all machinery and equipment of
such Person or business, including all such Persons' or businesses' processing
equipment, conveyors, machine tools and all engineering, processing and
manufacturing equipment, office machinery, furniture, tools, attachments,
accessories, molds, dies, stamps, and other machinery and equipment, but not
including any motor vehicles or other titled assets.

      "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).

      "Equity Offering" means an issuance or sale of Equity Interests (other
than Disqualified Stock) of the Company.

      "Euroclear" means Euroclear Bank, S.A./N.V., as operator of the Euroclear
system.

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

      "Exchange Notes" means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f) hereof.

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

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

                                       8
<PAGE>

      "Existing Indebtedness" means the Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Company's Credit
Agreement) in existence on the date of this Indenture, until such amounts are
repaid.

      "Fair Market Value" means the value that would be paid by a willing buyer
to an unaffiliated willing seller in a transaction not involving distress or
necessity of either party, determined in good faith by the Board of Directors of
the Company.

      "Fixed Charge Coverage Ratio" means, with respect to any specified Person
for any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Fixed Charges of such Person for such period. In the event that
the specified Person or any of its Restricted Subsidiaries incurs, assumes,
guarantees, repays, repurchases, redeems, defeases or otherwise discharges any
Indebtedness (other than ordinary working capital borrowings) or issues,
repurchases or redeems preferred stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated and on or
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, Guarantee, repayment, repurchase, redemption, defeasance or other
discharge of Indebtedness, or such issuance, repurchase or redemption of
preferred stock, and the use of the proceeds therefrom, as if the same had
occurred at the beginning of the applicable four-quarter reference period.

      In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

            (1) acquisitions that have been made by the specified Person or any
         of its Restricted Subsidiaries, including through mergers or
         consolidations, or any Person or any of its Restricted Subsidiaries
         acquired by the specified Person or any of its Restricted Subsidiaries,
         and including any related financing transactions and including
         increases in ownership of Restricted Subsidiaries, during the
         four-quarter reference period or subsequent to such reference period
         and on or prior to the Calculation Date shall be given pro forma effect
         (in accordance with Regulation S-X under the Securities Act) as if they
         had occurred on the first day of the four-quarter reference period;

            (2) the Consolidated Cash Flow attributable to discontinued
         operations, as determined in accordance with GAAP, and operations or
         businesses (and ownership interests therein) disposed of prior to the
         Calculation Date, shall be excluded;

            (3) the Fixed Charges attributable to discontinued operations, as
         determined in accordance with GAAP, and operations or businesses (and
         ownership interests therein) disposed of prior to the Calculation Date,
         shall be excluded, but only to the extent that the obligations giving
         rise to such Fixed Charges will not be obligations of the specified
         Person or any of its Restricted Subsidiaries following the Calculation
         Date;

            (4) any Person that is a Restricted Subsidiary on the Calculation
         Date shall be deemed to have been a Restricted Subsidiary at all times
         during such four-quarter period;

            (5) any Person that is not a Restricted Subsidiary on the
         Calculation Date shall be deemed not to have been a Restricted
         Subsidiary at any time during such four-quarter period; and

            (6) if any Indebtedness bears a floating rate of interest, the
         interest expense on such Indebtedness shall be calculated as if the
         rate in effect on the Calculation Date had been

                                       9
<PAGE>

         the applicable rate for the entire period (taking into account any
         Hedging Obligation applicable to such Indebtedness if such Hedging
         Obligation has a remaining term as at the Calculation Date in excess of
         12 months).

      "Fixed Charges" means, with respect to any specified Person for any
period, the sum, without duplication, of:

            (1) the consolidated interest expense of such Person and its
         Restricted Subsidiaries for such period, whether paid or accrued,
         including, without limitation, amortization of debt issuance costs and
         original issue discount, non-cash interest payments, the interest
         component of any deferred payment obligations, the interest component
         of all payments associated with Capital Lease Obligations, imputed
         interest with respect to Attributable Debt and fees and charges
         incurred in respect of letter of credit or bankers' acceptance
         financings, and net of the effect of all payments made or received
         pursuant to Hedging Obligations in respect of interest rates; plus

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

            (3) any interest on Indebtedness of another Person that is
         guaranteed by such Person or one of its Restricted Subsidiaries or
         secured by a Lien on assets of such Person or one of its Restricted
         Subsidiaries, whether or not such Guarantee or Lien is called upon;
         plus

            (4) the product of (a) all dividends, whether paid or accrued and
         whether or not in cash, on any series of preferred stock of such Person
         or any of its Restricted Subsidiaries, other than dividends on Equity
         Interests payable solely in Equity Interests of the Company (other than
         Disqualified Stock) or to the Company or a Restricted Subsidiary of the
         Company, times (b) a fraction, the numerator of which is one and the
         denominator of which is one minus the then current combined federal,
         state and local statutory tax rate of such Person, expressed as a
         decimal, in each case, determined on a consolidated basis in accordance
         with GAAP.

      "Foreign Subsidiary" means any Restricted Subsidiary of the Company that
is not a Domestic Subsidiary.

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

      "Global Note Legend" means the legend set forth in Section 2.06(g)(2)
hereof, which is required to be placed on all Global Notes issued under this
Indenture.

      "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes deposited with or on
behalf of and registered in the name of the Depository or its nominee,
substantially in the form of Exhibit A1 hereto and that bears the Global Note
Legend and that has the "Schedule of Exchanges of Interests in the Global Note"
attached thereto, issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

                                       10
<PAGE>

      "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America (including any agency or
instrumentality thereof) for the payment of which obligations or guarantees the
full faith and credit of the United States of America is pledged and which are
not callable or redeemable at the issuer's option.

      "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the normal course of business, direct or indirect,
in any manner including, without limitation, by way of a pledge of assets or
through letters of credit or reimbursement agreements in respect thereof, of all
or any part of any Indebtedness (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods,
securities or services, to take or pay or to maintain financial statement
conditions or otherwise).

      "Guarantors" means each of:

            (1) all Restricted Subsidiaries other than Foreign Subsidiaries; and

            (2) any other Subsidiary of the Company that executes a Note
         Guarantee in accordance with the provisions of this Indenture,

and their respective successors and assigns, in each case, until the Note
Guarantee of such Person has been released in accordance with the provisions of
this Indenture.

      "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

            (1) interest rate swap agreements (whether from fixed to floating or
         from floating to fixed), interest rate cap agreements and interest rate
         collar agreements;

            (2) other agreements or arrangements designed to manage interest
         rates or interest rate risk; and

            (3) other agreements or arrangements designed to protect such Person
         against fluctuations in currency exchange rates or commodity prices.

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

      "Immaterial Subsidiary" means, as of any date, any Restricted Subsidiary
whose total assets, as of that date, are less than $250,000 and whose total
revenues for the most recent 12-month period do not exceed $250,000; provided
that a Restricted Subsidiary will not be considered to be an Immaterial
Subsidiary if it, directly or indirectly, guarantees or otherwise provides
direct credit support for any Indebtedness of the Company.

      "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person (excluding accrued expenses and trade payables),
whether or not contingent:

            (1) in respect of borrowed money;

            (2) evidenced by bonds, notes, debentures or similar instruments or
         letters of credit (or reimbursement agreements in respect thereof);

            (3) in respect of banker's acceptances;

                                       11
<PAGE>

            (4) representing Capital Lease Obligations or Attributable Debt in
         respect of sale and leaseback transactions;

            (5) representing the balance deferred and unpaid of the purchase
         price of any property or services due more than six months after such
         property is acquired or such services are completed; or

            (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit,
Attributable Debt and Hedging Obligations) would appear as a liability upon a
balance sheet of the specified Person prepared in accordance with GAAP. In
addition, the term "Indebtedness" includes all Indebtedness of others secured by
a Lien on any asset of the specified Person (whether or not such Indebtedness is
assumed by the specified Person) and, to the extent not otherwise included, the
Guarantee by the specified Person of any Indebtedness of any other Person.

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

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

      "Initial Notes" means the first $200,000,000 aggregate principal amount of
Notes issued under this Indenture.

      "Initial Purchaser" means Goldman, Sachs & Co.

      "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, who are not also QIBs.

      "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the normal course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the Fair Market
Value of the Company's Investments in such Subsidiary that were not sold or
disposed of in an amount determined as provided in Section 4.07. The acquisition
by the Company or any Subsidiary of the Company of a Person that holds an
Investment in a third Person shall be deemed to be an Investment by the Company
or such Subsidiary in such third Person in an amount equal to the Fair Market
Value of the Investments held by the acquired Person in such third Person in an
amount determined as provided in Section 4.07. The amount of an Investment shall
be determined at the time the Investment is made and without giving effect to
subsequent changes in value.

      "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on

                                       12
<PAGE>

the next succeeding day that is not a Legal Holiday, and no interest shall
accrue on such payment for the intervening period.

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

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

      "Net Income" means, with respect to any specified 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:

            (1) any gain or loss, together with any related provision for taxes
         on such gain or loss, realized in connection with:

               (a) any Asset Sale; or

               (b) the disposition of any securities by such Person or any of
           its Restricted Subsidiaries or the extinguishment of any Indebtedness
           of such Person or any of its Restricted Subsidiaries; and

            (2) any extraordinary gain or loss, together with any related
         provision for taxes on such extraordinary gain or loss.

      "Net Proceeds" means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (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 of the Asset Sale, taxes paid or payable as a result of the
Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, and amounts required to be applied
to the repayment of Indebtedness, other than Indebtedness under a Credit
Facility, secured by a Lien on the asset or assets that were the subject of such
Asset Sale and any reserve for adjustment in respect of the sale price of such
asset or assets established in accordance with GAAP.

      "Non-Recourse Debt" means Indebtedness:

            (1) 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 a guarantor or
         otherwise, or (c) constitutes the lender;

            (2) no default with respect to which (including any rights that the
         holders of the Indebtedness 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

                                       13
<PAGE>

         or cause the payment of the Indebtedness to be accelerated or payable
         prior to its Stated Maturity; and

            (3) 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.

      "Non-U.S. Person" means a Person who is not a U.S. Person.

      "Note Guarantee" means the Guarantee by each Guarantor of the Company's
obligations under this Indenture and the Notes, executed pursuant to the
provisions of this Indenture.

      "Notes" has the meaning assigned to it in the preamble to this Indenture.
The Initial Notes, any Additional Notes and any Exchange Notes shall be treated
as a single class for all purposes under this Indenture and, unless the context
otherwise requires, all references to the Notes shall include the Initial Notes,
any Additional Notes and any Exchange Notes.

      "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

      "Offering Circular" means the Company's Offering Circular dated December
19, 2006 related to the Notes.

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

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

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

      "Orderly Liquidation Value" means the greater of (a) the in place orderly
liquidation value, as determined by the most recent appraisal prepared by or on
behalf of the Company, or (b) the book value of such assets.

      "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).

      "Permitted Business" means (i) the business conducted by or proposed to be
conducted by, the Company and its Restricted Subsidiaries on the date of the
original issuance of the Notes and (ii) businesses that are reasonably similar,
ancillary or related to, or a reasonable extension or expansion of, the business
conducted by the Company and its Restricted Subsidiaries on the date of original
issuance of the Notes.

      "Permitted Investments" means:

                                       14
<PAGE>

            (1) any Investment in the Company or in a Wholly-Owned Restricted
         Subsidiary of the Company;

            (2) any Investment in Cash Equivalents;

            (3) any Investment 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 Restricted Subsidiary of the Company
      and a Guarantor; 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 Restricted Subsidiary of the Company
      that is a Guarantor;

            (4) any Investment made as a result of the receipt of non-cash
         consideration from an Asset Sale that was made pursuant to and in
         compliance with Section 4.10;

            (5) any acquisition of assets or Capital Stock solely in exchange
         for the issuance of Equity Interests (other than Disqualified Stock) of
         the Company;

            (6) any Investment made prior to the date of this Indenture;

            (7) any Investments received in compromise or resolution of (A)
         obligations of trade creditors or customers that were incurred in the
         normal course of business of the Company or any of its Restricted
         Subsidiaries, including pursuant to any plan of reorganization or
         similar arrangement upon the bankruptcy or insolvency of any trade
         creditor or customer; or (B) litigation, arbitration or other disputes
         with Persons who are not Affiliates;

            (8) advances, loans or extensions of trade credit in the normal
         course of business by the Company or any of its Restricted
         Subsidiaries;

            (9) Investments represented by Hedging Obligations not made for
         speculative purposes;

            (10) loans or advances to officers and employees made in the normal
         course of business of the Company or any Restricted Subsidiary of the
         Company in an aggregate principal amount not to exceed $2.0 million at
         any one time outstanding;

            (11) repurchases of the Notes;

            (12) other Investments in a Permitted Business of any Person having
         an aggregate Fair Market Value (measured on the date each such
         Investment was made and without giving effect to subsequent changes in
         value), when taken together with all other Investments made pursuant to
         this clause (12) that are at the time outstanding not to exceed in the
         aggregate at any time outstanding 5.0% of Consolidated Net Tangible
         Assets, provided that any such Investment will not be deemed to be
         outstanding pursuant to this clause (12) if such Investment
         subsequently constitutes a Permitted Investment pursuant to clause (3)
         hereof; and

                                       15
<PAGE>

            (13) other Investments in any Person having an aggregate Fair Market
         Value (measured on the date each such Investment was made and without
         giving effect to subsequent changes in value), when taken together with
         all other Investments made pursuant to this clause (13) that are at the
         time outstanding not to exceed $5.0 million, provided that any such
         Investment will not be deemed to be outstanding pursuant to this clause
         (13) if such Investment subsequently constitutes a Permitted Investment
         pursuant to clause (3) hereof; and

            (14) the exchange of up to $12 million in notes for stock of Titan
         Europe.

      "Permitted Liens" means:

            (1) Liens on assets of the Company or any Guarantor securing
         Indebtedness and other Obligations not to exceed the sum of (A) the
         Indebtedness permitted to be incurred under Section 4.09(b)(1) and (B)
         the amount of Debt, not to exceed $125.0 million, that can be incurred
         on the date of such Lien is created under the Fixed Charge Coverage
         Ratio test set forth in Section 4.09(a);

            (2) Liens in favor of the Company or the Guarantors;

            (3) Liens on property of a Person existing at the time such Person
         is merged with or into or consolidated with the Company or any
         Subsidiary of the Company; provided that such Liens were in existence
         prior to the contemplation of such merger or consolidation and do not
         extend to any assets other than those of the Person merged into or
         consolidated with the Company or the Subsidiary;

            (4) Liens on property (including Capital Stock) existing at the time
         of acquisition of the property by the Company or any Subsidiary of the
         Company; provided that such Liens were in existence prior to, such
         acquisition, and not incurred in contemplation of, such acquisition;

            (5) Liens to secure the performance of statutory obligations, surety
         or appeal bonds, performance bonds or other obligations of a like
         nature incurred in the normal course of business;

            (6) Liens to secure Indebtedness (including Capital Lease
         Obligations) permitted by Section 4.09(b)(4) covering only the assets
         acquired with or financed by such Indebtedness;

            (7) Liens existing on the date of this Indenture;

            (8) 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 as
         is required in conformity with GAAP has been made therefor;

            (9) Liens imposed by law, such as carriers', warehousemen's,
         landlord's and mechanics' Liens, in each case, incurred in the ordinary
         course of business;

            (10) survey exceptions, easements or reservations of, or rights of
         others for, licenses, rights-of-way, sewers, electric lines, telegraph
         and telephone lines and other similar purposes, or zoning or other
         restrictions as to the use of real property that were not incurred

                                       16
<PAGE>

         in connection with Indebtedness and that do not in the aggregate
         materially adversely affect the value of said properties or materially
         impair their use in the operation of the business of such Person;

            (11) Liens created for the benefit of (or to secure) the Notes (or
         the Note Guarantees);

            (12) Liens to secure any Permitted Refinancing Indebtedness
         permitted to be incurred under this Indenture; provided, however, that:

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

            (b) the Indebtedness secured by the new Lien is not increased to any
      amount greater than the sum of (x) the outstanding principal amount, or,
      if greater, committed amount, of the Permitted Refinancing Indebtedness
      and (y) an amount necessary to pay any fees and expenses, including
      premiums, related to such renewal, refunding, refinancing, replacement,
      defeasance or discharge; and

            (13) Liens incurred in the normal course of business of the Company
         or any Subsidiary of the Company securing obligations that do not
         exceed $5.0 million at any one time outstanding; and

            (14) Liens securing Hedging Obligations not entered into for
         speculative purposes.

      "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to renew, refund, refinance, replace, defease or
discharge other Indebtedness of the Company or any of its Restricted
Subsidiaries (other than intercompany Indebtedness); provided that:

            (1) the principal amount (or accreted value, if applicable) of such
         Permitted Refinancing Indebtedness does not exceed the principal amount
         (or accreted value, if applicable) of the Indebtedness renewed,
         refunded, refinanced, replaced, defeased or discharged (plus all
         accrued interest on the Indebtedness and the amount of all fees and
         expenses, including premiums, incurred in connection therewith);

            (2) such Permitted Refinancing Indebtedness has a final maturity
         date later than the final maturity date of, and has a Weighted Average
         Life to Maturity equal to or greater than the Weighted Average Life to
         Maturity of, the Indebtedness being renewed, refunded, refinanced,
         replaced, defeased or discharged;

            (3) if the Indebtedness being renewed, refunded, refinanced,
         replaced, defeased or discharged is subordinated in right of payment to
         the Notes, such Permitted Refinancing Indebtedness has a final maturity
         date later than the final maturity date of, and is subordinated in
         right of payment to, the Notes on terms at least as favorable to the
         Holders of the Notes as those contained in the documentation governing
         the Indebtedness being renewed, refunded, refinanced, replaced,
         defeased or discharged; and

                                       17
<PAGE>

             (4) such Indebtedness is incurred either by the Company or by the
         Restricted Subsidiary who is the obligor on the Indebtedness being
         renewed, refunded, refinanced, replaced, defeased or discharged.

      Notwithstanding the foregoing, it is understood that, as provided in the
third paragraph of Section 4.09(b) hereof, Titan and its Restricted Subsidiaries
may incur Indebtedness with a principal amount in excess of the principal amount
of the Indebtedness being refinanced, if the amount of such excess is permitted
by Section 4.09(a) hereof or clauses (1), (2), (3), (4), (6), (7), (8), (9),
(10), (11), (12), (13) or (14) of Section 4.09(b) hereof.

      "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

      "Private Placement Legend" means the legend set forth in Section
2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

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

      "Registration Rights Agreement" means the registration rights agreement
dated as of the date hereof among the Company, the Guarantors and the Initial
Purchaser.

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

      "Regulation S Global Note" means a Regulation S Temporary Global Note or
Regulation S Permanent Global Note, as appropriate.

      "Regulation S Permanent Global Note" means a permanent Global Note in the
form of Exhibit A1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

      "Regulation S Temporary Global Note" means a temporary Global Note in the
form of Exhibit A2 hereto deposited with or on behalf of and registered in the
name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903
of Regulation S.

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

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

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

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

                                       18
<PAGE>

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

      "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

      "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.

      "SEC" means the Securities and Exchange Commission.

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

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

      "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date of
this Indenture.

      "Special Interest" means all Special Interest then owing pursuant to the
Registration Rights Agreement.

      "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness as of the date of this Indenture, and will not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.

      "Subsidiary" means, with respect to any specified Person:

               (1) 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 and
         after giving effect to any voting agreement or stockholders' agreement
         that effectively transfers voting power) to vote in the election of
         directors, managers or trustees of the corporation, association or
         other business entity is at the time owned or controlled, directly or
         indirectly, by that Person or one or more of the other Subsidiaries of
         that Person (or a combination thereof); and

               (2) 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 that Person or one or
         more Subsidiaries of that Person (or any combination thereof).

      "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
Sections 77aaa-77bbbb).

      "Titan Europe" means Titan Europe Plc.

                                       19
<PAGE>

      "Treasury Rate" means, as of any redemption date, the yield to maturity as
of such redemption date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
business days prior to the redemption date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the redemption date to the maturity date of the
Notes; provided, however, that if the period from the redemption date to the
maturity date of the Notes, is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant
maturity of one year shall be used.

      "Trustee" means U.S. Bank National Association until a successor replaces
it in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

      "Unrestricted Definitive Note" means a Definitive Note that does not bear
and is not required to bear the Private Placement Legend.

      "Unrestricted Global Note" means a Global Note that does not bear and is
not required to bear the Private Placement Legend.

      "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a resolution of the Board of Directors, but only to the
extent that such Subsidiary:

               (1) has no Indebtedness other than Non-Recourse Debt;

               (2) except as permitted by Section 4.11 hereof, is not party to
         any agreement, contract, arrangement or understanding with the Company
         or any Restricted Subsidiary of the Company unless the terms of any
         such agreement, contract, arrangement or understanding are no less
         favorable to the Company or such Restricted Subsidiary than those that
         might be obtained at the time from Persons who are not Affiliates of
         the Company;

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

               (4) has not guaranteed or otherwise directly or indirectly
         provided credit support for any Indebtedness of the Company or any of
         its Restricted Subsidiaries.

      "U.S. Person" means a U.S. Person as defined in Rule 902(k) promulgated
under the Securities Act.

      "Voting Stock" of any specified Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

      "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

               (1) 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 of the Indebtedness, by (b) the number of

                                       20
<PAGE>

         years (calculated to the nearest one-twelfth) that will elapse between
         such date and the making of such payment; by

               (2) the then outstanding principal amount of such Indebtedness.

      "Wholly-Owned Restricted Subsidiary" of any specified Person means a
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) will at
the time be owned by such Person or by one or more Wholly-Owned Restricted
Subsidiaries of such Person.

Section 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                                        Defined in
Term                                                                                      Section
----                                                                                      -------
<S>                                                                                     <C>
"Affiliate Transaction".............................................................       4.11
"Asset Sale Offer"..................................................................       3.10
"Authentication Order"..............................................................       2.02
"Change of Control Offer"...........................................................       4.15
"Change of Control Payment".........................................................       4.15
"Change of Control Payment Date"....................................................       4.15
"Covenant Defeasance"...............................................................       8.03
"DTC"...............................................................................       2.03
"Event of Default"..................................................................       6.01
"Excess Proceeds"...................................................................       4.10
"incur".............................................................................       4.09
"Legal Defeasance"..................................................................       8.02
"Offer Amount"......................................................................       3.10
"Offer Period"......................................................................       3.10
"Paying Agent"......................................................................       2.03
"Permitted Debt"....................................................................       4.09
"Payment Default" ..................................................................       6.01
"Purchase Date".....................................................................       3.10
"Registrar".........................................................................       2.03
"Restricted Payments"...............................................................       4.07
</TABLE>

Section 1.03 Incorporation by Reference of Trust Indenture Act.

      Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

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

      "indenture securities" means the Notes;

      "indenture security Holder" means a Holder of a Note;

      "indenture to be qualified" means this Indenture;

      "indenture trustee" or "institutional trustee" means the Trustee; and

                                       21
<PAGE>

      "obligor" on the Notes and the Note Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the Note
Guarantees, respectively.

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

Section 1.04 Rules of Construction.

      Unless the context otherwise requires:

               (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 in the plural
         include the singular;

               (5) "will" shall be interpreted to express a command;

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

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

Section 1.05 Acts of Holders.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders shall
be in writing and may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

      (b) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

      (c) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a resolution of its then current Board of
Directors, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request,

                                       22
<PAGE>

demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
outstanding Notes have been authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the outstanding Notes shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date. Section 2.08 hereof shall determine which Notes are considered to be
"outstanding" for purposes of this Section 1.05(c).

                                   ARTICLE 2
                                   THE NOTES

Section 2.01 Form and Dating.

      (a) General. The Notes and the Trustee's certificate of authentication
will be substantially in the form of Exhibits A1 and A2 hereto. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note will be dated the date of its authentication. The Notes shall
be in denominations of $2,000 and integral multiples of $1,000.

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

      (b) Global Notes. Notes issued in global form will be substantially in the
form of Exhibits A1 or A2 hereto (including the Global Note Legend thereon and
the "Schedule of Exchanges of Interests in the Global Note" attached thereto).
Notes issued in definitive form will be substantially in the form of Exhibit A1
hereto (but without the Global Note Legend thereon and without the "Schedule of
Exchanges of Interests in the Global Note" attached thereto). Each Global Note
will represent such of the outstanding Notes as will be specified therein and
each shall provide that it represents the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.

      (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Restricted Period will be terminated upon
the receipt by the Trustee of:

            (1) a written certificate from the Depositary, together with copies
      of certificates from Euroclear and Clearstream certifying that they have
      received certification of non-United States beneficial ownership of 100%
      of the aggregate principal amount of the Regulation S Temporary Global
      Note (except to the extent of any beneficial owners thereof who acquired
      an interest

                                       23
<PAGE>

      therein during the Restricted Period pursuant to another exemption from
      registration under the Securities Act and who will take delivery of a
      beneficial ownership interest in a 144A Global Note bearing a Private
      Placement Legend, all as contemplated by Section 2.06(b) hereof); and

            (2) an Officers' Certificate from the Company.

      Following the termination of the Restricted Period, beneficial interests
in the Regulation S Temporary Global Note will be exchanged for beneficial
interests in the Regulation S Permanent Global Note pursuant to the Applicable
Procedures. Simultaneously with the authentication of the Regulation S Permanent
Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The
aggregate principal amount of the Regulation S Temporary Global Note and the
Regulation S Permanent Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

            (3) 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 Banking" and "Customer Handbook" of Clearstream
      will be applicable to transfers of beneficial interests in the Regulation
      S Temporary Global Note and the Regulation S Permanent Global Note that
      are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

      At least one Officer must sign the Notes for the Company by manual or
facsimile signature.

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

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

      The Trustee will, upon receipt of a written order of the Company signed by
an Officer (an "Authentication Order"), authenticate Notes for original issue
that may be validly issued under this Indenture, including any Additional Notes
and any Exchange Notes. The aggregate principal amount of Notes outstanding at
any time may not exceed the aggregate principal amount of Notes authorized for
issuance by the Company pursuant to one or more Authentication Orders, except as
provided in Section 2.07 hereof.

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

Section 2.03 Registrar and Paying Agent.

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

                                       24
<PAGE>

additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall notify the Trustee in writing of
the name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as
Paying Agent or Registrar.

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

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

Section 2.04 Paying Agent to Hold Money in Trust.

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

Section 2.05 Holder Lists.

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

Section 2.06 Transfer and Exchange.

      (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred except as a whole 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. All Global Notes will be exchanged by
the Company for Definitive Notes if:

            (1) the Company delivers to the Trustee notice from the Depositary
      that it is unwilling or unable to continue to act as Depositary or that it
      is no longer a clearing agency registered under the Exchange Act and, in
      either case, a successor Depositary is not appointed by the Company within
      120 days after the date of such notice from the Depositary;

            (2) the Company in its sole discretion determines that the Global
      Notes (in whole but not in part) should be exchanged for Definitive Notes
      and delivers a written notice to such effect to the Trustee; provided that
      in no event shall the Regulation S Temporary Global Note be

                                       25
<PAGE>

      exchanged by the Company for Definitive Notes prior to (A) the expiration
      of the Restricted Period and (B) the receipt by the Registrar of any
      certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
      Securities Act; or

            (3) there has occurred and is continuing a Default or Event of
      Default with respect to the Notes.

      Upon the occurrence of either of the preceding events in (1) or (2) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (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 will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

            (1) 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; provided, however,
      that prior to the expiration of the Restricted Period, transfers of
      beneficial interests in the Regulation S Temporary Global Note may not be
      made to a U.S. Person or for the account or benefit of a U.S. Person
      (other than the Initial Purchaser). Beneficial interests in any
      Unrestricted Global Note may be transferred to Persons who take delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note. No written orders or instructions shall be required to be delivered
      to the Registrar to effect the transfers described in this Section
      2.06(b)(1).

            (2) All Other Transfers and Exchanges of Beneficial Interests in
      Global Notes. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.06(b)(1) above, the transferor
      of such beneficial interest must deliver to the Registrar either:

                  (A) both:

                        (i) 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

                        (ii) instructions given in accordance with the
                  Applicable Procedures containing information regarding the
                  Participant account to be credited with such increase; or

                                       26
<PAGE>

                  (B) both:

                        (i) 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

                        (ii) instructions given by the Depositary to the
                  Registrar containing information regarding the Person in whose
                  name such Definitive Note shall be registered to effect the
                  transfer or exchange referred to in (1) above;

                  ; provided that in no event shall Definitive Notes be issued
                  upon the transfer or exchange of beneficial interests in the
                  Regulation S Temporary Global Note prior to (A) the expiration
                  of the Restricted Period and (B) the receipt by the Registrar
                  of any certificates required pursuant to Rule 903 under the
                  Securities Act.

Upon consummation of an Exchange Offer by the Company in accordance with Section
2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to
have been satisfied upon receipt by the Registrar of the instructions contained
in the Letter of Transmittal delivered by the Holder of such beneficial
interests in the Restricted Global Notes. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes
contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant
Global Note(s) pursuant to Section 2.06(h) hereof.

            (3) Transfer of Beneficial Interests 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 2.06(b)(2) above and the
      Registrar receives the following:

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

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

            (4) 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 if the exchange or
      transfer complies with the requirements of Section 2.06(b)(2) above and:

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

                                       27
<PAGE>

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

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

                  (D) the Registrar receives the following:

                        (i) 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

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

      If any such transfer is effected pursuant to clause (4) above at a time
when an Unrestricted Global Note has not yet been issued, the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the aggregate principal amount
of beneficial interests transferred pursuant to subparagraph (i) or (ii) above.

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

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

            (1) Beneficial Interests in Restricted Global Notes to Restricted
      Definitive Notes. 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;

                                       28
<PAGE>

                  (C) if such beneficial interest is being transferred to a
            Non-U.S. Person 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, a certificate to the effect set
            forth in Exhibit B hereto, including the certifications in item
            (3)(a) thereof;

                  (E) if such beneficial interest in 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 subparagraphs (B) through (D) above, a certificate to the
            effect set forth in Exhibit D hereto, including certifications,
            certificates and Opinion of Counsel required by item (3) thereof, if
            applicable;

                  (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; or

                  (G) if such beneficial interest is being transferred pursuant
            to an effective registration statement under the Securities Act, a
            certificate to the effect set forth in Exhibit B hereto, including
            the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

            (2) Beneficial Interests in Regulation S Temporary Global Note to
      Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a
      beneficial interest in the Regulation S Temporary Global Note may not be
      exchanged for a Definitive Note or transferred to a Person who takes
      delivery thereof in the form of a Definitive Note prior to (A) the
      expiration of the Restricted Period and (B) the receipt by the Registrar
      of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
      Securities Act, except in the case of a transfer pursuant to an exemption
      from the registration requirements of the Securities Act other than Rule
      903 or Rule 904.

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

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of such beneficial

                                       29
<PAGE>

            interest, in the case of an exchange, or the transferee, in the case
            of a transfer, certifies in the applicable Letter of Transmittal
            that it is not (i) a Broker-Dealer, (ii) a Person participating in
            the distribution of the Exchange Notes or (iii) a Person who is an
            affiliate (as defined in Rule 144) of the Company;

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

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

                  (D) the Registrar receives the following:

                        (i) 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

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

            (4) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. If any holder of a beneficial interest in
      an Unrestricted Global Note proposes to exchange such beneficial interest
      for a Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Definitive Note, then, upon
      satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the
      Trustee will cause the aggregate principal amount of the applicable Global
      Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
      Company will execute and the Trustee will authenticate and deliver to the
      Person designated in the instructions a Definitive Note in the appropriate
      principal amount. Any Definitive Note issued in exchange for a beneficial
      interest pursuant to this Section 2.06(c)(4) will be registered in such
      name or names and in such authorized denomination or denominations as the
      holder of such beneficial interest requests through instructions to the
      Registrar from or through the Depositary and the Participant or Indirect
      Participant. The Trustee will deliver such Definitive Notes to the Persons
      in whose names such Notes are so registered. Any Definitive Note issued in
      exchange for a beneficial interest pursuant to this Section 2.06(c)(4)
      will not bear the Private Placement Legend.

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

            (1) 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

                                       30
<PAGE>

      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 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 subparagraphs (B) through (D) above, a certificate
            to the effect set forth in Exhibit D hereto, including the
            certifications and certificates of Opinion of Counsel required by
            item (3) thereof, if applicable;

                  (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; or

                  (G) if such Restricted Definitive Note is being transferred
            pursuant to an effective registration statement under the Securities
            Act, a certificate to the effect set forth in Exhibit B hereto,
            including the certifications in item (3)(c) thereof,

            the Trustee will cancel the Restricted Definitive Note, increase or
            cause to be increased the aggregate principal amount of, in the case
            of clause (A) above, the appropriate Restricted Global Note, in the
            case of clause (B) above, the 144A Global Note, in the case of
            clause (C) above, the Regulation S Global Note.

            (2) 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 the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
            participating in the distribution of the Exchange Notes or (iii) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

                                       31
<PAGE>

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

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

                  (D) the Registrar receives the following:

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

                        (ii) if the Holder of such Definitive Notes proposes to
                  transfer such Notes to a Person who shall take delivery
                  thereof in the form of a beneficial interest in the
                  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 subparagraph (D), if the
            Registrar so requests or if the Applicable Procedures so require, an
            Opinion of Counsel in form reasonably acceptable to the Registrar to
            the effect that such exchange or transfer is in compliance with the
            Securities Act and that the restrictions on transfer contained
            herein and in the Private Placement Legend are no longer required in
            order to maintain compliance with the Securities Act.

            Upon satisfaction of the conditions of any of the subparagraphs in
      this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and
      increase or cause to be increased the aggregate principal amount of the
      Unrestricted Global Note.

            (3) 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 Definitive Notes 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 will cancel the applicable Unrestricted Definitive
      Note and increase or cause to be increased the aggregate principal amount
      of one of the Unrestricted Global Notes.

            If any such exchange or transfer from a Definitive Note to a
      beneficial interest is effected pursuant to clause (2) or (3) above at a
      time when an Unrestricted Global Note has not yet been issued, the Company
      will issue and, upon receipt of an Authentication Order in accordance with
      Section 2.02 hereof, the Trustee will 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 2.06(e), the Registrar will register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                                       32
<PAGE>

            (1) Restricted Definitive Notes to Restricted Definitive Notes. Any
      Restricted Definitive Note may be transferred to and registered in the
      name of 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, then
            the transferor must deliver 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, then the transferor must deliver 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,
            then the transferor must deliver a certificate in the form of
            Exhibit B hereto, including the certifications in item (3) thereof.

            (2) 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 if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
            participating in the distribution of the Exchange Notes or (iii) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

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

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

                  (D) the Registrar receives the following:

                        (i) 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

                        (ii) 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 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 subparagraph (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 is in compliance with the Securities Act and that the
            restrictions on

                                       33
<PAGE>

            transfer contained herein and in the Private Placement Legend are no
            longer required in order to maintain compliance with the Securities
            Act.

            (3) 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 Holder thereof.

      (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate:

            (1) one or more Unrestricted Global Notes in an aggregate principal
      amount equal to the principal amount of the beneficial interests in the
      Restricted Global Notes accepted for exchange in the Exchange Offer by
      Persons that certify in the applicable Letters of Transmittal that (A)
      they are not Broker-Dealers, (B) they are not participating in a
      distribution of the Exchange Notes and (C) they are not affiliates (as
      defined in Rule 144) of the Company; and

            (2) Unrestricted Definitive Notes in an aggregate principal amount
      equal to the principal amount of the Restricted Definitive Notes accepted
      for exchange in the Exchange Offer by Persons that certify in the
      applicable Letters of Transmittal that (A) they are not Broker-Dealers,
      (B) they are not participating in a distribution of the Exchange Notes and
      (C) they are not affiliates (as defined in Rule 144) of the Company.

            Concurrently with the issuance of such Notes, the Trustee will cause
the aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate upon receipt of an Authentication Order in accordance with Section
2.02 hereof and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

      (g) Legends. The following legends will 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.

            (1) Private Placement Legend.

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

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN

                                       34
<PAGE>

INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS."

                  (B) Notwithstanding the foregoing, any Global Note or
            Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3),
            (c)(4), (d)(2), (d)(3), (e)(2) or (e)(3) of this Section 2.06 (and
            all Notes issued in exchange therefor or substitution thereof) will
            not bear the Private Placement Legend.

            (2) Global Note Legend. Each Global Note will 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 (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) 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
CERTIFICATE 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 CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR 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."

            (3) Regulation S Temporary Global Note Legend. The Regulation S
      Temporary Global Note will bear a Legend in substantially the following
      form:

"THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON."

                                       35
<PAGE>

      (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
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who 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 will be
reduced accordingly and an endorsement will 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 will be increased accordingly and
an endorsement will 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.

            (1) To permit registrations of transfers and exchanges, the Company
      will execute and the Trustee will authenticate Global Notes and Definitive
      Notes upon receipt of an Authentication Order in accordance with Section
      2.02 hereof or at the Registrar's request.

            (2) No service charge will 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, 3.06, 3.10, 4.10, 4.15 and 9.05 hereof).

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

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

            (5) Neither the Registrar nor the Company will be required:

                  (A) to issue, to register the transfer of or to exchange any
            Notes during a period beginning at the opening of business 15 days
            before the day of any selection of Notes for redemption under
            Section 3.02 hereof and ending at the close of business on the day
            of selection;

                  (B) to register the transfer of or to exchange any Note
            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 and the next succeeding interest payment date.

            (6) 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

                                       36
<PAGE>

      registered as the absolute owner of such Note for the purpose of receiving
      payment of principal of and interest on such Notes and for all other
      purposes, and none of the Trustee, any Agent or the Company shall be
      affected by notice to the contrary.

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

            (8) All certifications, certificates and Opinions of Counsel
      required to be submitted to the Registrar pursuant to this Section 2.06 to
      effect a registration of transfer or exchange may be submitted by
      facsimile.

Section 2.07 Replacement Notes.

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

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

Section 2.08 Outstanding Notes.

      The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section 2.08
as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

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

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

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

Section 2.09 Treasury Notes.

      In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or any Guarantor, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
Guarantor, shall be considered as though not outstanding, except that for the
purposes of

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<PAGE>

determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee knows are so owned shall be so disregarded.

Section 2.10 Temporary Notes.

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

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

Section 2.11 Cancellation.

      The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
canceled Notes (subject to the record retention requirement of the Exchange Act)
in its customary manner. Certification of the disposal of all canceled Notes
shall be delivered to the Company upon its request therefor. The Company may not
issue new Notes to replace Notes that it has paid or that have been delivered to
the Trustee for cancellation.

Section 2.12 Defaulted Interest.

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

Section 2.13 CUSIP Numbers

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

                                       38
<PAGE>

                                   ARTICLE 3
                            REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

      If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

            (1) the clause of this Indenture pursuant to which the redemption
      shall occur;

            (2) the redemption date;

            (3) the principal amount of Notes to be redeemed; and

            (4) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

      If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee shall select Notes for redemption or
purchase on a pro rata basis unless otherwise required by law or applicable
stock exchange requirements.

      In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase.

      The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or
whole multiples of $1,000 in excess thereof; except that if all of the Notes of
a Holder are to be redeemed or purchased, the entire outstanding amount of Notes
held by such Holder, even if not a multiple of $1,000, shall be redeemed or
purchased. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Notes called for redemption or purchase also apply to
portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption.

      At least 30 days but not more than 60 days before a redemption date, the
Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered
address, except that redemption notices may be mailed more than 60 days prior to
a redemption date if the notice is issued in connection with a defeasance of the
Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8
or 11 hereof.

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

            (1) the redemption date;

            (2) the redemption price;

                                       39
<PAGE>

            (3) if any Note is being redeemed in part, the portion of the
      principal amount of such Note to be redeemed and that, after the
      redemption date upon surrender of such Note, a new Note or Notes in
      principal amount equal to the unredeemed portion will be issued upon
      cancellation of the original Note;

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

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

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

            (7) the paragraph of the Notes and/or Section of this Indenture
      pursuant to which the Notes called for redemption are being redeemed; and

            (8) that no representation is made as to the correctness or accuracy
      of the CUSIP number, if any, listed in such notice or printed on the
      Notes.

      At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
has delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers' Certificate requesting that the Trustee give such notice and a form of
such notice setting forth the information to be stated in such therein as
provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

      Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.05 Deposit of Redemption or Purchase Price.

      One Business Day prior to the redemption or purchase date, the Company
shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption or purchase price of and accrued interest and Special Interest,
if any, on, all Notes to be redeemed or purchased on that date. The Trustee or
the Paying Agent shall promptly return to the Company any money deposited with
the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption or purchase price of, and accrued interest and
Special Interest, if any, on, all Notes to be redeemed or purchased.

      If the Company complies with the provisions of the preceding paragraph, on
and after the redemption or purchase date, interest shall cease to accrue on the
Notes or the portions of Notes called for redemption or purchase. If a Note is
redeemed or purchased on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

                                       40
<PAGE>

Section 3.06 Notes Redeemed or Purchased in Part.

      Upon surrender of a Note that is redeemed or purchased in part, the
Company shall issue and, upon receipt of an Authentication Order, the Trustee
shall authenticate for the Holder at the expense of the Company a new Note equal
in principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

Section 3.07 Optional Redemption.

      (a) At any time prior to January 15, 2010, the Company may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
issued under this Indenture at a redemption price of 108.00% of the principal
amount thereof, plus accrued and unpaid interest and Special Interest, if any,
on the Notes redeemed to the redemption date, subject to the rights of Holders
on the relevant record date to receive interest on the relevant interest payment
dates with the net cash proceeds of one or more Equity Offerings of the Company;
provided that:

            (1) at least 65% of the aggregate principal amount of Notes
      originally issued under this Indenture (excluding Notes held by the
      Company and its Subsidiaries) remains outstanding immediately after the
      occurrence of such redemption; and

            (2) the redemption occurs within 180 days of the date of the closing
      of such Equity Offering.

      (b) Except pursuant to Sections 3.07(a) and 3.07(d), the Notes will not be
redeemable.

      (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 hereof.

      (d) The Company may also redeem all or a part of the Notes, upon not less
than 30 nor more than 60 days' prior notice mailed by first-class mail to each
Holder's registered address, at a redemption price equal to 100% of the
principal amount of Notes redeemed plus the Applicable Premium as of, and
accrued and unpaid interest and Special Interest, if any, on the Notes to be
redeemed to the applicable date of redemption, subject to the rights of Holders
on the relevant record date to receive interest due on the relevant interest
payment date.

Section 3.08 Mandatory Redemption.

      The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

Section 3.09 Intentionally Omitted.

Section 3.10 Offer to Purchase by Application of Excess Proceeds.

      In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it shall follow the procedures specified below.

      The Asset Sale Offer shall be made to all Holders and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets. The Asset Sale Offer shall remain open for
a period of at least 20 Business Days following its commencement and not more
than 30 Business

                                       41
<PAGE>

Days, except to the extent that a longer period is required by applicable law
(the "Offer Period"). No later than three Business Days after the termination of
the Offer Period (the "Purchase Date"), the Company shall apply all Excess
Proceeds (the "Offer Amount") to the purchase of Notes and such other pari passu
Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer
Amount has been tendered, all Notes and other Indebtedness 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 Purchase 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 and 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 notice, which shall govern the terms of the Asset Sale Offer, shall
state:

            (1) that the Asset Sale Offer is being made pursuant to this Section
      3.10 and Section 4.10 hereof and the length of time the Asset Sale Offer
      will remain open;

            (2) the Offer Amount, the purchase price and the Purchase Date;

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

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

            (5) that Holders electing to have a Note purchased pursuant to an
      Asset Sale Offer may elect to have Notes purchased in integral multiples
      of $1,000 only;

            (6) that Holders electing to have Notes purchased pursuant to any
      Asset Sale Offer will be required to surrender the Note, with the form
      entitled "Option of Holder to Elect Purchase" attached to the Notes
      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 Purchase Date;

            (7) that Holders will 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 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;

            (8) that, if the aggregate principal amount of Notes and other pari
      passu Indebtedness surrendered by holders thereof exceeds the Offer
      Amount, the Company will select the Notes and other pari passu
      Indebtedness to be purchased on a pro rata basis based on the principal
      amount of Notes and such other pari passu Indebtedness surrendered (with
      such adjustments as may be deemed appropriate by the Company so that only
      Notes in denominations of $2,000, or integral multiples of $1,000 in
      excess thereof, will be purchased); and

                                       42
<PAGE>

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

      On or before the Purchase Date, the Company shall, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and
shall deliver or cause to be delivered to the Trustee the Notes properly
accepted together with an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.10. 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 Purchase 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 request from the Company, shall authenticate and mail or
deliver (or cause to be transferred by book entry) 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 Purchase Date.

      Other than as specifically provided in this Section 3.10, any purchase
pursuant to this Section 3.10 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4
                                   COVENANTS

Section 4.01 Payment of Notes.

      The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on, the Notes on the dates and in the manner provided in the
Notes. Principal, premium and Special Interest, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium and Special Interest, if any, and
interest then due. The Company shall pay all Special Interest, if any, in the
same manner on the dates and in the amounts set forth in the Registration Rights
Agreement.

      The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

Section 4.02 Maintenance of Office or Agency.

      The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for 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
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

                                       43
<PAGE>

      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 designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03 SEC Reports.

      (a) Notwithstanding that the Company may not be subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file
with the SEC and provide the Trustee and Holders and prospective Holders (upon
written request) within 15 days after it files them with the SEC, copies of its
annual report and the information, documents and other reports that are
specified in Sections 13 and 15(d) of the Exchange Act. In addition, the Company
shall furnish to the Trustee and, upon request, the Holders and prospective
Holders, promptly upon their becoming available, copies of the annual report to
shareholders and any other information provided by the Company to its public
shareholders generally. The Company also shall comply with the other provisions
of Section 314(a) of the TIA.

      (b) In addition, the Company shall furnish to the Holders of the Notes,
prospective investors, Broker-Dealers and securities analysts, upon their
request, the information referred to in Rule 144A(d)(4) under the Securities Act
so long as the Notes are not freely transferable under the Securities Act.

      (c) 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 4.04 Compliance Certificate.

      (a) The Company and each Guarantor (to the extent that such Guarantor is
so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and 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 fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has fulfilled
its covenants contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default has occurred, describing all
such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

      (b) So long as any of the Notes are outstanding, the Company shall deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officers' Certificate

                                       44
<PAGE>

specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto.

Section 4.05 Taxes.

      The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

      The Company and each of the Guarantors covenants (to the extent that it
may lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

Section 4.07 Restricted Payments.

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

            (1) declare or pay any dividend or make any other payment or
      distribution on account of the Company's or any of its Restricted
      Subsidiaries' Equity Interests (including, without limitation, any payment
      in connection with any merger or consolidation involving the Company or
      any of its Restricted Subsidiaries) or to the direct or indirect holders
      of the Company's or any of its Restricted Subsidiaries' Equity Interests
      in their capacity as such (other than dividends or distributions payable
      in Equity Interests (other than Disqualified Stock) of the Company and
      other than dividends or distributions payable to the Company or a
      Restricted Subsidiary of the Company);

            (2) purchase, redeem or otherwise acquire or retire for value
      (including, without limitation, in connection with any merger or
      consolidation involving the Company) any Equity Interests of the Company
      or any direct or indirect parent of the Company;

            (3) make any payment on or with respect to, or purchase, redeem,
      defease or otherwise acquire or retire for value any Indebtedness of the
      Company or any Guarantor that is contractually subordinated to the Notes
      or to any Note Guarantee (excluding any intercompany Indebtedness between
      or among the Company and any of its Restricted Subsidiaries and excluding
      the payment, repurchase, redemption, defeasance or other acquisition or
      retirement of such subordinated Indebtedness in anticipation of or in
      connection with a payment of principal or interest at the Stated Maturity
      thereof, in each case due within three months of the date of such payment,
      redemption, repurchase, defeasance, acquisition or retirement); or

            (4) make any Restricted Investment

                                       45
<PAGE>

(all such payments and other actions set forth in these clauses (1) through (4)
above being collectively referred to as "Restricted Payments"),

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

            (1) no Default or Event of Default has occurred and is continuing or
      would occur as a consequence of such Restricted Payment;

            (2) 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 Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and

            (3) such Restricted Payment, together with the aggregate amount of
      all other Restricted Payments made by the Company and its Restricted
      Subsidiaries since the date of this Indenture (excluding Restricted
      Payments permitted by clauses (2), (3), (4), (6) and (7) of paragraph (b)
      of this Section 4.07), is less than the sum, without duplication, of:

                  (A) 50% of the Consolidated Net Income of the Company for the
      period (taken as one accounting period) from the beginning of the most
      recent fiscal quarter commencing prior to the date of this Indenture to
      the end 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,
      less 100% of such deficit); plus

                  (B) 100% of the aggregate net cash proceeds received by the
      Company since the date of this Indenture as a contribution to its common
      equity capital or from the issue or sale of Equity Interests of the
      Company (other than Disqualified Stock) or from the issue or sale of
      convertible or exchangeable Disqualified Stock or convertible or
      exchangeable debt securities of the Company that have been converted into
      or exchanged for such Equity Interests (other than Equity Interests (or
      Disqualified Stock or debt securities) sold to a Subsidiary of the
      Company); plus

                  (C) to the extent that any Restricted Investment that was made
      after the date of this Indenture is sold for cash or otherwise liquidated
      or repaid for cash, the lesser of (i) the cash return of capital with
      respect to such Restricted Investment (less the cost of disposition, if
      any) and (ii) the initial amount of such Restricted Investment; plus

                  (D) 100% of the aggregate net cash proceeds received by the
      Company or a Restricted Subsidiary since the date of this Indenture from
      the sale (other than to the Company or a Restricted Subsidiary) of Equity
      Interests of an Unrestricted Subsidiary; plus

                  (E) to the extent that any Unrestricted Subsidiary of the
      Company designated as such after the date of this Indenture is
      redesignated as a Restricted Subsidiary after the date of this Indenture,
      the lesser of (i) the Fair Market Value of the Company's Investment in
      such Subsidiary as of the date of such redesignation or (ii) such Fair
      Market Value as of the date on which such Subsidiary was originally
      designated as an Unrestricted Subsidiary after the date of this Indenture;
      plus

                  (F) 50% of any dividends received by the Company or a
      Restricted Subsidiary of the Company that is a Guarantor after the date of
      this Indenture from an

                                       46
<PAGE>

      Unrestricted Subsidiary of the Company, to the extent that such dividends
      were not otherwise included in the Consolidated Net Income of the Company
      for such period; plus

                  (G) $20.0 million.

      (b) So long as no Default has occurred and is continuing or would be
caused thereby, the provisions of Section 4.07(a) hereof shall not prohibit:

            (1) the payment of any dividend or the consummation of any
      irrevocable redemption within 60 days after the date of declaration of the
      dividend or giving of the redemption notice, as the case may be, if at the
      date of declaration or notice, the dividend or redemption payment would
      have complied with the provisions of this Indenture;

            (2) the making of any Restricted Payment in exchange for, or out of
      the net cash proceeds of the substantially concurrent sale (other than to
      a Subsidiary of the Company) of, Equity Interests of the Company (other
      than Disqualified Stock) or from the substantially concurrent contribution
      of common equity capital to the Company; provided that the amount of any
      such net cash proceeds that are utilized for any such Restricted Payment
      shall be excluded from clause (3)(B) of Section 4.07(a) hereof;

            (3) the repurchase, redemption, defeasance or other acquisition or
      retirement for value of Indebtedness of the Company or any Guarantor that
      is contractually subordinated to the Notes or to any Note Guarantee with
      the net cash proceeds from a substantially concurrent incurrence of
      Permitted Refinancing Indebtedness;

            (4) the payment of any dividend (or, in the case of any Person other
      than a corporation, any similar distribution) by a Restricted Subsidiary
      of the Company to the holders of its Equity Interests on a pro rata basis;

            (5) the payment of any dividend by the Company to the holders of its
      Equity Interests in an amount not to exceed $1.0 million in any twelve
      month period;

            (6) the repurchase, redemption or other acquisition or retirement
      for value of any Equity Interests of the Company or any Restricted
      Subsidiary of the Company held by any current or former officer, director
      or employee of the Company or any of its Subsidiaries pursuant to any
      equity subscription agreement, stock option agreement or similar
      agreement; provided that the aggregate price paid for all such
      repurchased, redeemed, acquired or retired Equity Interests may not exceed
      $1.0 million in any twelve-month period (with the first of such twelve
      month periods beginning on the date of this Indenture) with unused amounts
      in any preceding twelve-month period being carried over to the succeeding
      twelve-month periods; provided further, that such amount in any
      twelve-month period may be increased by an amount not to exceed the cash
      proceeds of key man life insurance policies received by the Company or its
      Restricted Subsidiaries after the date of this Indenture;

            (7) the repurchase of Equity Interests deemed to occur upon the
      exercise of stock options to the extent such Equity Interests represent a
      portion of the exercise price of those stock options;

            (8) payments or distributions to dissenting shareholders pursuant to
      applicable law, pursuant to or in connection with a consolidation, merger
      or transfer of assets that complies with

                                       47
<PAGE>

      the provisions of this Indenture applicable to mergers, consolidations and
      transfers of all or substantially all of the property and assets of the
      Company;

            (9) the declaration and payment of regularly scheduled or accrued
      dividends to holders of any class or series of Disqualified Stock of the
      Company or any Restricted Subsidiary of the Company issued on or after the
      date of this Indenture in accordance with the Fixed Charge Coverage Ratio
      test described in Section 4.09 hereof; and

            (10) other Restricted Payments, when taken together with all other
      Restricted Payments made pursuant to this clause (10), in an aggregate
      amount not to exceed $5.0 million since the date of this Indenture.

      (c) The amount of all Restricted Payments (other than cash) shall be the
Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The Fair Market Value of any assets or securities that are required to be valued
by this Section 4.07 exceeding $5.0 million shall be determined by the Board of
Directors of the Company whose good faith determination shall be conclusive and
whose resolution with respect thereto shall be delivered to the Trustee. The
Board of Directors' determination must be based upon an opinion or appraisal
issued by an accounting, appraisal or investment banking firm of national
standing if the Fair Market Value exceeds $10.0 million.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

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

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

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

            (3) sell, lease or transfer any of its properties or assets to the
      Company or any of its Restricted Subsidiaries.

      (b) The restrictions in Section 4.08(a) hereof shall not apply to
encumbrances or restrictions existing under or by reason of:

            (1) agreements governing Existing Indebtedness and Credit Facilities
      as in effect on the date of this Indenture and any amendments,
      restatements, modifications, renewals, supplements, refundings,
      replacements or refinancings of those agreements; provided that the
      amendments, restatements, modifications, renewals, supplements,
      refundings, replacements or refinancings are not materially more
      restrictive, taken as a whole, with respect to such dividend and other
      payment restrictions than those contained in those agreements on the date
      of this Indenture, as determined in good faith by the Board of Directors
      of the Company;

            (2) this Indenture, the Notes and the Note Guarantees;

                                       48
<PAGE>

            (3) applicable law, rule, regulation or order;

            (4) 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 or Capital Stock 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; provided that, in the case of Indebtedness, such Indebtedness
      was permitted by the terms of this Indenture to be incurred;

            (5) non-assignment or change in control provisions in contracts and
      licenses entered into in the normal course of business;

            (6) purchase money obligations for property acquired in the normal
      course of business and Capital Lease Obligations that impose restrictions
      on the property purchased or leased of the nature described in clause (3)
      of Section 4.08(a) hereof;

            (7) any restriction imposed under an agreement for the sale or other
      disposition of assets or Equity Interests pending the sale or other
      disposition;

            (8) Permitted Refinancing Indebtedness; provided that the
      restrictions contained in the agreements governing such Permitted
      Refinancing Indebtedness are not materially more restrictive, taken as a
      whole, than those contained in the agreements governing the Indebtedness
      being refinanced, as determined in good faith by the Board of Directors of
      the Company;

            (9) Liens permitted to be incurred under the provisions of Section
      4.12 hereof that limit the right of the debtor to dispose of the assets
      subject to such Liens;

            (10) provisions limiting the disposition or distribution of assets
      or property in joint venture agreements, asset sale agreements,
      sale-leaseback agreements, stock sale agreements and other similar
      agreements entered into in the normal course of business or with the
      approval of the Company's Board of Directors, which limitation is
      applicable only to the assets that are the subject of such agreements;

            (11) the license of any intellectual property of the Company or any
      of its Restricted Subsidiaries entered into in the normal course of
      business;

            (12) the release, waiver or novation of contractual,
      indemnification, or any other legal rights entered into in the normal
      course of business; and

            (13) restrictions on cash, Cash Equivalents or other deposits or net
      worth imposed by customers under contracts entered into in the normal
      course of business.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

      (a) 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, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of preferred
stock; provided, however, that the Company may incur Indebtedness (including
Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur

                                       49
<PAGE>

Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed
Charge Coverage Ratio for the Company's most recently ended four full fiscal
quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such
Disqualified Stock or such preferred stock is issued, as the case may be, would
have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or the Disqualified Stock or the preferred stock
had been issued, as the case may be, at the beginning of such four-quarter
period.

      (b) The provisions of Section 4.09(a) hereof shall not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

            (1) in addition to Debt incurred by the Company pursuant to clauses
      (2) through (14) below, the incurrence by the Company and its Restricted
      Subsidiaries of additional Indebtedness and letters of credit under Credit
      Facilities in an aggregate principal amount at any one time outstanding
      under this clause (1) (with letters of credit being deemed to have a
      principal amount equal to the maximum potential liability of the Company
      and its Restricted Subsidiaries thereunder) not to exceed the sum of (A)
      $375.0 million less the aggregate amount of all Net Proceeds of Asset
      Sales applied by the Company or any of its Restricted Subsidiaries since
      the date of this Indenture to repay any term Indebtedness under a Credit
      Facility or to repay any revolving credit Indebtedness under a Credit
      Facility and effect a corresponding commitment reduction thereunder
      pursuant to Section 4.10 and (B) the amount of the Acquired Borrowing
      Base;

            (2) the incurrence by the Company and its Restricted Subsidiaries of
      the Existing Indebtedness;

            (3) the incurrence by the Company and the Guarantors of Indebtedness
      represented by the Notes and the related Note Guarantees to be issued on
      the date of this Indenture;

            (4) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness represented by Capital Lease Obligations,
      mortgage financings or purchase money obligations, in each case, incurred
      for the purpose of financing all or any part of the purchase price or cost
      of design, construction, installation or improvement of property, plant or
      equipment used in the business of the Company or any of its Restricted
      Subsidiaries, in an aggregate principal amount, including all Permitted
      Refinancing Indebtedness incurred to renew, refund, refinance, replace,
      defease or discharge any Indebtedness incurred pursuant to this clause
      (4), not to exceed $5.0 million outstanding at any time;

            (5) the incurrence by the Company or any of its Restricted
      Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
      net proceeds of which are used to renew, refund, refinance, replace,
      defease or discharge any Indebtedness (other than intercompany
      Indebtedness) that was permitted by this Indenture to be incurred under
      Section 4.09(a) hereof or clauses (2), (3), (4), (5) or (13) of this
      Section 4.09(b);

            (6) the incurrence by the Company or any of its Restricted
      Subsidiaries of intercompany Indebtedness between or among the Company and
      any of its Wholly-Owned Restricted Subsidiaries; provided, however, that:

                  (A) if the Company or any Guarantor is the obligor on such
      Indebtedness and the payee is not the Company or a Guarantor, such
      Indebtedness must be expressly subordinated

                                       50
<PAGE>

      to the prior payment in full in cash of all Obligations then due with
      respect to the Notes, in the case of the Company, or the applicable Note
      Guarantee, in the case of a Guarantor; and

                  (B) (1) any subsequent issuance or transfer of Equity
      Interests that results in any such Indebtedness being held by a Person
      other than the Company or a Wholly-Owned Restricted Subsidiary of the
      Company and (2) any sale or other transfer of any such Indebtedness to a
      Person that is not either the Company or a Wholly-Owned Restricted
      Subsidiary of the Company,

      will be deemed, in each case, to constitute an incurrence of such
      Indebtedness by the Company or such Restricted Subsidiary, as the case may
      be, that was not permitted by this clause (6);

            (7) the issuance by any of the Company's Restricted Subsidiaries to
      the Company or to any of its Wholly-Owned Restricted Subsidiaries of
      shares of preferred stock; provided, however, that:

                  (A) any subsequent issuance or transfer of Equity Interests
      that results in any such preferred stock being held by a Person other than
      the Company or a Wholly-Owned Restricted Subsidiary of the Company; and

                  (B) any sale or other transfer of any such preferred stock to
      a Person that is not either the Company or a Wholly-Owned Restricted
      Subsidiary of the Company,

      will be deemed, in each case, to constitute an issuance of such preferred
      stock by such Restricted Subsidiary that was not permitted by this clause
      (7);

            (8) the incurrence by the Company or any of its Restricted
      Subsidiaries of Hedging Obligations in the normal course of business;

            (9) the guarantee by the Company or any of the Guarantors of
      Indebtedness of the Company or a Restricted Subsidiary of the Company that
      was permitted to be incurred by another provision of this Section 4.09;
      provided that if the Indebtedness being guaranteed is subordinated to or
      pari passu with the Notes, then the Guarantee shall be subordinated or
      pari passu, as applicable, to the Notes, to the same extent as the
      Indebtedness guaranteed;

            (10) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness in respect of performance bonds, bankers'
      acceptances, workers' compensation claims, surety or appeal bonds, payment
      obligations in connection with self-insurance or similar obligations, and
      bank overdrafts in the normal course of business;

            (11) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument
      inadvertently drawn against insufficient funds, so long as such
      Indebtedness is repaid within five Business Days;

            (12) Indebtedness of (A) the Company or a Restricted Subsidiary of
      the Company to the extent such Indebtedness was Indebtedness of a Person
      that was merged, consolidated or amalgamated into the Company or such
      Restricted Subsidiary of the Company or (b) a Restricted Subsidiary that
      was incurred and outstanding prior to the date on which such Restricted
      Subsidiary was acquired by the Company or a Restricted Subsidiary of the
      Company, in each case other than Indebtedness incurred in contemplation
      of, or in connection with, the transaction or

                                       51
<PAGE>

      series of related transactions pursuant to which such Person was merged,
      consolidated or otherwise acquired by the Company or a Restricted
      Subsidiary of the Company; provided, however, that for any such
      Indebtedness outstanding at any time under this clause (12), after giving
      pro forma effect thereto on the date of such acquisition, merger,
      consolidation or amalgamation, the Company or such Restricted Subsidiary
      would have been able to incur $1.00 of additional Indebtedness pursuant to
      Section 4.09(a) hereof;

            (13) the incurrence by the Company or any Restricted Subsidiary of
      Indebtedness arising from agreements of the Company or any Restricted
      Subsidiary providing for indemnification, adjustment of purchase price,
      "earn out" or similar obligations, in each case, incurred in connection
      with the acquisition or disposition of assets, including shares of Capital
      Stock, in accordance with the terms of this Indenture, provided, that the
      amount of such Indebtedness does not exceed the gross proceeds actually
      received by the Company and its Restricted Subsidiaries in connection with
      any such disposition; and

            (14) the incurrence by the Company or any of its Restricted
      Subsidiaries of additional Indebtedness in an aggregate principal amount
      at any time outstanding, including all Permitted Refinancing Indebtedness
      incurred to renew, refund, refinance, replace, defease or discharge any
      Indebtedness incurred pursuant to this clause (14), not to exceed $50.0
      million.

      The Company shall not incur, and shall not permit any Guarantor to incur,
any Indebtedness (including Permitted Debt) that is contractually subordinated
in right of payment to any other Indebtedness of the Company or such Guarantor
unless such Indebtedness is also contractually subordinated in right of payment
to the Notes and the applicable Note Guarantee on substantially identical terms;
provided, however, that no Indebtedness will be deemed to be contractually
subordinated in right of payment to any other Indebtedness of the Company solely
by virtue of being unsecured or by virtue of being secured on a first or junior
Lien basis.

      For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (14) above,
or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company
shall be permitted to classify such item of Indebtedness on the date of its
incurrence, or later reclassify all or a portion of such item of Indebtedness,
in any manner that complies with this Section 4.09. Indebtedness under Credit
Facilities outstanding on the date on which Notes are first issued and
authenticated under this Indenture will initially be deemed to have been
incurred on such date in reliance on the exception provided by clause (1) of the
definition of Permitted Debt. The accrual of interest, the accretion or
amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, the
reclassification of preferred stock as Indebtedness due to a change in
accounting principles, and the payment of dividends on Disqualified Stock in the
form of additional shares of the same class of Disqualified Stock shall not be
deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock
for purposes of this Section 4.09; provided, in each such case, that the amount
of any such accrual, accretion or payment is included in Fixed Charges of the
Company as accrued. Notwithstanding any other provision of this Section 4.09,
the maximum amount of Indebtedness that the Company or any Restricted Subsidiary
may incur pursuant to this Section 4.09 shall not be deemed to be exceeded
solely as a result of fluctuations in exchange rates or currency values.

      The amount of any Indebtedness outstanding as of any date shall be:

            (1) the accreted value of the Indebtedness, in the case of any
      Indebtedness issued with original issue discount;

                                       52
<PAGE>

            (2) the principal amount of the Indebtedness, in the case of any
      other Indebtedness; and

            (3) in respect of Indebtedness of another Person secured by a Lien
      on the assets of the specified Person, the lesser of:

                  (A) the Fair Market Value of such assets at the date of
      determination; and

                  (B) the amount of the Indebtedness of the other Person.

      Notwithstanding the foregoing, (i) all Indebtedness of the Company
outstanding on the date of this Indenture shall be permitted and (ii) the
Company shall be permitted to issue shares of Company common stock.

Section 4.10 Asset Sales.

      (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

            (1) the Company (or the Restricted Subsidiary, as the case may be)
      receives consideration at the time of the Asset Sale at least equal to the
      Fair Market Value of the assets or Equity Interests issued or sold or
      otherwise disposed of; and

            (2) at least 75% of the consideration received in the Asset Sale by
      the Company or such Restricted Subsidiary is in the form of cash or Cash
      Equivalents. For purposes of this Section 4.10(a)(2) (and not for purposes
      of determining the Net Proceeds received from the Asset Sale), each of the
      following shall be deemed to be cash:

                  (A) any liabilities, as shown on the Company's most recent
      consolidated balance sheet, of the Company or any Restricted Subsidiary
      (other than contingent liabilities and liabilities that are by their terms
      subordinated to the Notes or any Note Guarantee) that are assumed by the
      transferee of any such assets pursuant to a written novation agreement
      that releases the Company or such Restricted Subsidiary from further
      liability;

                  (B) any securities, notes or other obligations received by the
      Company or any such Restricted Subsidiary from such transferee that are
      within 180 days of the receipt thereof converted by the Company or such
      Restricted Subsidiary into cash, to the extent of the cash received in
      that conversion;

                  (C) any stock or assets of the kind referred to in clauses (2)
      or (4) of the next paragraph of this Section 4.10; and

                  (D) any Designated Noncash Consideration received by the
      Company or any of its Restricted Subsidiaries in such Asset Sale having a
      Fair Market Value, taken together with all other Designated Noncash
      Consideration received pursuant to this clause (d) that is at that time
      outstanding, not to exceed 7.5% of Consolidated Net Tangible Assets at the
      time of receipt of such Designated Noncash Consideration (with the Fair
      Market Value of each item of Designated Noncash Consideration being
      measured at the time received and without giving effect to subsequent
      changes in value).

                                       53
<PAGE>

      (b) Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company (or the applicable Restricted Subsidiary, as the case may be)
may apply such Net Proceeds:

            (1) to repay Indebtedness and other Obligations under a Credit
      Facility and, if the Indebtedness repaid is revolving credit Indebtedness,
      to correspondingly reduce commitments with respect thereto;

            (2) to acquire Business Assets or all or substantially all of the
      assets of, or any Capital Stock of, another Permitted Business, if, after
      giving effect to any such acquisition of Business Assets or Capital Stock,
      the Business Assets will be held by, or the Permitted Business is or
      becomes, a Restricted Subsidiary of the Company;

            (3) to make a capital expenditure; or

            (4) to acquire other assets that are not classified as current
      assets under GAAP and that are used or useful in a Permitted Business;

      provided, however that if, during such 365-day period, the Company and/or
      any of its Restricted Subsidiaries enters into a binding written contract
      with a Person other than an Affiliate of the Company to apply such amount
      pursuant to clauses (2) or (3) above, then such 365-day period shall be
      extended until the earlier of (a) the date on which such acquisition or
      expenditure is consummated, and (b) the 180th day following the expiration
      of the aforementioned 365-day period.

      (c) Pending the final application of any Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds in any manner that is not prohibited by this Indenture.

      (d) Any Net Proceeds from Asset Sales that are not applied or invested as
provided in Section 4.10(b) shall constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $10.0 million, within twenty days
thereof, the Company shall make an Asset Sale Offer to all Holders of Notes and
all Holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that
may be purchased out of the Excess Proceeds. The offer price in any Asset Sale
Offer shall be equal to 100% of the principal amount plus accrued and unpaid
interest to the date of purchase, and shall be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero.

      (e) The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Section 3.10 hereof or this Section 4.10, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under the provisions of Section 3.10 hereof or this
Section 4.10 by virtue of such compliance.

                                       54
<PAGE>

Section 4.11 Transactions with Affiliates.

      (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Company (each an "Affiliate Transaction"), unless:

            (1) the 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 transaction by the Company or such
      Restricted Subsidiary with an unrelated Person; and

            (2) the Company delivers to the Trustee:

                  (A) with respect to any Affiliate Transaction or series of
      related Affiliate Transactions involving aggregate consideration in excess
      of $5.0 million, a resolution of the Board of Directors of the Company set
      forth in an Officers' Certificate certifying that such Affiliate
      Transaction complies with clause (1) of this Section 4.11(a) and that such
      Affiliate Transaction has been approved by a majority of the disinterested
      members of the Board of Directors of the Company; and

                  (B) with respect to any Affiliate Transaction or series of
      related Affiliate Transactions involving aggregate consideration in excess
      of $10.0 million, an opinion as to the fairness to the Company or such
      Subsidiary of such Affiliate Transaction from a financial point of view
      issued by an accounting, appraisal or investment banking firm of national
      standing.

      (b) The following items shall be deemed not to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of Section 4.11(a)
hereof:

            (1) any employment, compensation, benefit or indemnification
      agreement or arrangement (and any payments or other transactions pursuant
      thereto) entered into by the Company or any of its Restricted Subsidiaries
      in the normal course of business with an officer, employee, consultant or
      director and any transactions pursuant to stock option plans, stock
      ownership plans and employee benefit plans or arrangements;

            (2) transactions between or among the Company and/or its Restricted
      Subsidiaries;

            (3) transactions with a Person (other than an Unrestricted
      Subsidiary of the Company) that is an Affiliate of the Company solely
      because the Company owns, directly or through a Restricted Subsidiary, an
      Equity Interest in, or controls, such Person;

            (4) payment of reasonable directors' fees to Persons who are not
      otherwise Affiliates of the Company;

            (5) any issuance of common stock (other than Disqualified Stock) of
      the Company to Affiliates of the Company;

            (6) any agreement of the Company or any Affiliate as in effect as of
      the date of this Indenture and described in the Offering Circular or any
      amendment thereto or any replacement agreement, or any transaction
      pursuant to or contemplated by any such agreement, amendment or
      replacement, so long as any such amendment or replacement agreement, taken
      as a whole, is not

                                       55
<PAGE>

      more disadvantageous to the Company or the Holders of the Notes in any
      material respect than the original agreement as in effect on the date of
      this Indenture;

            (7) Restricted Payments that do not violate Section 4.07 hereof; and

            (8) loans or advances to officers, employees, consultants or
      directors not to exceed $2.0 million in the aggregate at any one time
      outstanding.

Section 4.12 Liens.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien of any kind on any asset now owned or hereafter acquired, except
Permitted Liens.

Section 4.13 Business Activities.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, engage in any business other than Permitted Businesses, except
to such extent as would not be material to the Company and its Restricted
Subsidiaries taken as a whole.

Section 4.14 Corporate Existence.

      Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect:

            (1) its corporate existence, and the corporate, partnership or other
      existence of each of its Subsidiaries, in accordance with the respective
      organizational documents (as the same may be amended from time to time) of
      the Company or any such Subsidiary; and

            (2) the rights (charter and statutory), licenses and franchises of
      the Company and its Subsidiaries; provided, however, that the Company
      shall not be required to preserve any such right, license or franchise, or
      the corporate, partnership or other existence of any of its Subsidiaries,
      if the Board of Directors shall determine that the preservation thereof is
      no longer desirable in the conduct of the business of the Company and its
      Subsidiaries, taken as a whole, and that the loss thereof is not adverse
      in any material respect to the Holders of the Notes.

Section 4.15 Offer to Repurchase Upon Change of Control.

      (a) Upon the occurrence of a Change of Control, the Company shall make an
offer (a "Change of Control Offer") to each Holder to repurchase all or any part
(equal to $2,000 or an integral multiple of $1,000) of that Holder's Notes at a
purchase price in cash equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest, if any, on the Notes repurchased
to the date of purchase, subject to the rights of Holders on the relevant record
date to receive interest due on the relevant interest payment date (the "Change
of Control Payment"). Within 30 days following any Change of Control, the
Company shall mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and stating:

            (1) that the Change of Control Offer is being made pursuant to this
      Section 4.15 and that all Notes tendered will be accepted for payment;

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            (2) the purchase price and the purchase date, which shall be no
      earlier than 30 days and no later than 60 days from the date such notice
      is mailed (the "Change of Control Payment Date");

            (3) that any Note not tendered will continue to accrue interest;

            (4) that, unless the Company defaults in the payment of the Change
      of Control Payment, all Notes accepted for payment pursuant to the Change
      of Control Offer will cease to accrue interest after the Change of Control
      Payment Date;

            (5) that Holders electing to have any Notes purchased pursuant to a
      Change of Control Offer will be required to surrender the Notes, with the
      form entitled "Option of Holder to Elect Purchase" attached to the Notes
      completed, or transfer by book-entry transfer, to the Paying Agent at the
      address specified in the notice prior to the close of business on the
      third Business Day preceding the Change of Control Payment Date;

            (6) that Holders will be entitled to withdraw their election if the
      Paying Agent receives, not later than the close of business on the second
      Business Day preceding the Change of Control Payment Date, a telegram,
      telex, facsimile transmission or letter setting forth the name of the
      Holder, the principal amount of Notes delivered for purchase, and a
      statement that such Holder is withdrawing his election to have the Notes
      purchased; and

            (7) that Holders whose Notes are being purchased only in part will
      be issued new Notes equal in principal amount to the unpurchased portion
      of the Notes surrendered, which unpurchased portion must be equal to
      $2,000 in principal amount or an integral multiple of $1,000.

      The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.10 or 4.15 hereof, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under Section 3.10 hereof or this Section 4.15 by
virtue of such compliance.

      (b) On the Change of Control Payment Date, the Company shall, to the
extent lawful:

            (1) accept for payment all Notes or portions of Notes properly
      tendered pursuant to the Change of Control Offer;

            (2) deposit with the Paying Agent an amount equal to the Change of
      Control Payment in respect of all Notes or portions of Notes properly
      tendered; and

            (3) deliver or cause to be delivered to the Trustee the Notes
      properly accepted together with an Officers' Certificate stating the
      aggregate principal amount of Notes or portions of Notes being purchased
      by the Company.

      The Paying Agent shall promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased

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portion of the Notes surrendered, if any. The Company shall publicly announce
the results of the Change of Control Offer on or as soon as practicable after
the Change of Control Payment Date.

      (c) Notwithstanding anything to the contrary in this Section 4.15, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if (1) a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Section 4.15 and purchases all Notes properly tendered and not withdrawn under
the Change of Control Offer, or (2) notice of redemption has been given pursuant
to Section 3.07 hereof, unless and until there is a default in payment of the
applicable redemption price.

Section 4.16 Limitation on Sale and Leaseback Transactions.

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

            (1) the Company or that Restricted Subsidiary, as applicable, could
      have (a) incurred Indebtedness in an amount equal to the Attributable Debt
      relating to such sale and leaseback transaction under the Fixed Charge
      Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to
      secure such Indebtedness pursuant to the provisions of Section 4.12
      hereof;

            (2) the gross cash proceeds of that sale and leaseback transaction
      are at least equal to the Fair Market Value, as determined in good faith
      by the Board of Directors of the Company and set forth in an Officers'
      Certificate delivered to the Trustee, of the property that is the subject
      of that sale and leaseback transaction; and

            (3) the transfer of assets in that sale and leaseback transaction is
      permitted by, and the Company applies the proceeds of such transaction in
      compliance with, Section 4.10 hereof.

Section 4.17 Payments for Consent.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.18 Additional Note Guarantees.

      If the Company or any of its Restricted Subsidiaries acquires or creates
another Domestic Subsidiary that is not an Immaterial Subsidiary after the date
of this Indenture or a Foreign Subsidiary guarantees any domestic Debt of the
Company then that newly acquired or created Domestic Subsidiary or such Foreign
Subsidiary, as applicable, shall become a Guarantor and execute a Supplemental
Indenture and deliver an Opinion of Counsel satisfactory to the Trustee within
30 days of the date on which it was acquired or created; provided that any
Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a
Guarantor until such time as it ceases to be an Immaterial Subsidiary.

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Section 4.19 Designation of Restricted and Unrestricted Subsidiaries.

      The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if that designation would not cause
a Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned
by the Company and its Restricted Subsidiaries in the Subsidiary designated as
an Unrestricted Subsidiary shall be deemed to be an Investment made as of the
time of the designation and shall reduce the amount available for Restricted
Payments under Section 4.07 hereof or under one or more clauses of the
definition of Permitted Investments, as determined by the Company. That
designation shall only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors of the Company may redesignate
any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation
would not cause a Default.

      Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of a resolution of the Board of Directors giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07 hereof.
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company will be in
default of such covenant. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation will be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation will only be permitted if (1) such
Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period; and (2) no Default or Event of Default would be in existence
following such designation.

                                   ARTICLE 5
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

      The Company shall not, directly or indirectly: (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person, unless:

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

            (2) 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, conveyance or other disposition has been made
      assumes all the obligations of the Company under the Notes, this Indenture
      and pursuant to agreements reasonably satisfactory to the Trustee;

                                       59
<PAGE>

            (3) immediately after such transaction, no Default or Event of
      Default exists; and

            (4) the Company or the Person formed by or surviving any such
      consolidation or merger (if other than the Company), or to which such
      sale, assignment, transfer, conveyance or other disposition has been made
      would, on the date of such transaction after giving pro forma effect
      thereto and any related financing transactions as if the same 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 Fixed
      Charge Coverage Ratio test set forth in Section 4.09(a).

      This Section 5.01 shall not apply to:

            (1) a merger of the Company with an Affiliate solely for the purpose
      of reincorporating the Company in another jurisdiction; or

            (2) any consolidation or merger, or any sale, assignment, transfer,
      conveyance, lease or other disposition of assets between or among the
      Company and its Restricted Subsidiaries.

Section 5.02 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
properties or assets of the Company in a transaction that is subject to, and
that complies with the provisions of, Section 5.01 hereof, the successor Person
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, assignment, transfer, lease, conveyance or
other disposition, the provisions of this Indenture referring to the "Company"
shall refer instead to the successor Person 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 in a transaction that is subject to,
and that complies with the provisions of, Section 5.01 hereof.

                                   ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

      Each of the following is an "Event of Default":

            (1) default for 30 days in the payment when due of interest on (or
      Special Interest, if any, on) the Notes;

            (2) default in the payment when due (at maturity, upon redemption or
      otherwise) of the principal of, or premium, if any, on, the Notes;

            (3) failure by the Company or any of its Restricted Subsidiaries to
      comply with the provisions of Sections 4.07, 4.09, 4.10, 4.15 or 5.01
      hereof;

            (4) failure by the Company or any of its Restricted Subsidiaries for
      60 days after notice to the Company by the Trustee or the Holders of at
      least 25% in aggregate principal

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<PAGE>

      amount of the Notes then outstanding voting as a single class to comply
      with any of the other agreements in this Indenture;

            (5) default under any mortgage, indenture or instrument under which
      there may be issued or by which there may be secured or evidenced any
      Indebtedness for money borrowed by the Company or any of its Restricted
      Subsidiaries (or the payment of which is guaranteed by the Company or any
      of its Restricted Subsidiaries), whether such Indebtedness or Guarantee
      now exists, or is created after the date of this Indenture, if that
      default:

                  (A) is caused by a failure to pay principal of, or interest or
            premium, if any, on, such Indebtedness prior to the expiration of
            the grace period provided in such Indebtedness on the date of such
            default (a "Payment Default"); or

                  (B) results in the acceleration of such Indebtedness prior to
            its express maturity,

            and, in each case, 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 $10.0 million or more;

            (6) failure by the Company or any of its Restricted Subsidiaries to
      pay final judgments entered by a court or courts of competent jurisdiction
      aggregating in excess of $15.0 million, which judgments are not paid,
      discharged or stayed for a period of 60 days;

            (7) the Company or any of its Restricted Subsidiaries that is a
      Significant Subsidiary or any group of Restricted Subsidiaries of the
      Company that, taken together, would constitute a Significant Subsidiary
      pursuant to or within the meaning of Bankruptcy Law:

                  (A) commences a voluntary case,

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

                  (C) consents to the appointment of a custodian of it or for
            all or substantially all of its property,

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

                  (E) generally is not paying its debts as they become due;

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

                  (A) is for relief against the Company or any of its Restricted
            Subsidiaries that is a Significant Subsidiary or any group of
            Restricted Subsidiaries of the Company that, taken together, would
            constitute a Significant Subsidiary in an involuntary case;

                  (B) appoints a custodian of the Company or any of its
            Restricted Subsidiaries that is a Significant Subsidiary or any
            group of Restricted Subsidiaries of the Company that, taken
            together, would constitute a Significant Subsidiary or for all or
            substantially

                                       61
<PAGE>

            all of the property of the Company or any of its Restricted
            Subsidiaries that is a Significant Subsidiary or any group of
            Restricted Subsidiaries of the Company that, taken together, would
            constitute a Significant Subsidiary; or

                  (C) orders the liquidation of the Company or any of its
            Restricted Subsidiaries that is a Significant Subsidiary or any
            group of Restricted Subsidiaries of the Company that, taken
            together, would constitute a Significant Subsidiary;

            and the order or decree remains unstayed and in effect for 60
            consecutive days; or

            (9) except as permitted by this Indenture, any Note Guarantee is
      held in any judicial proceeding to be unenforceable or invalid or ceases
      for any reason to be in full force and effect, or any Guarantor, or any
      Person acting on behalf of any Guarantor, denies or disaffirms its
      obligations under its Note Guarantee.

Section 6.02 Acceleration.

      In the case of an Event of Default specified in clause (7) or (8) of
Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of
the Company that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately.

      Upon any such declaration, the Notes shall become due and payable
immediately.

      The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may, on behalf of all of the
Holders, rescind an acceleration and its consequences, if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest, premium or Special Interest, if any,
that has become due solely because of the acceleration) have been cured or
waived.

Section 6.03 Other Remedies.

      If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium and Special
Interest, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

      The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

      Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive any existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the interest or premium or Special Interest, if any, on, or principal
of, the Notes (including in

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<PAGE>

connection with an offer to purchase); provided, however, that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may rescind
an acceleration and its consequences, including any related payment default that
resulted from such acceleration. 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 any right consequent thereon.

Section 6.05 Control by Majority.

      Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

      A Holder may pursue a remedy with respect to this Indenture or the Notes
only if:

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

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

            (3) such Holder or Holders offer and, if requested, provide to the
      Trustee security or indemnity reasonably satisfactory to the Trustee
      against any loss, liability or expense;

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

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

      A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note, it being understood and intended that no one or more of such
Holders will have any right in any manner whatever by virtue of, or by availing
of, any provision of this Indenture to affect, disturb, or prejudice the rights
of any other of such Holders (it being understood that the Trustee does not have
an affirmative duty to ascertain whether or not such actions or forbearances are
unduly prejudicial to such Holders).

Section 6.07 Rights of Holders of Notes to Receive Payment.

      Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Special Interest,
if any, and interest on the Note, on or after the respective due dates expressed
in the Note (including in connection with an offer to purchase), or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

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<PAGE>

Section 6.08 Collection Suit by Trustee.

      If an Event of Default specified in Section 6.01(1) or (2) hereof occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal of, premium and Special Interest, if any, and interest remaining
unpaid on, the Notes and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

      The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian 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 to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. 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, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

      If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order:

            First: to the Trustee, its agents and attorneys for amounts due
      under Section 7.07 hereof, including payment of all compensation, expenses
      and liabilities incurred, and all advances made, by the Trustee and the
      costs and expenses of collection;

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

            Third: to the Company or to such party as a court of competent
      jurisdiction shall direct.

      The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

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<PAGE>

Section 6.11 Undertaking for Costs.

      In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
aggregate principal amount of the then outstanding Notes.

                                   ARTICLE 7
                                    TRUSTEE

Section 7.01 Duties of Trustee.

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

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

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

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

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

            (1) this paragraph does not limit the effect of paragraph (b) of
      this Section 7.01;

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

            (3) the Trustee will not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05 hereof.

      (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section 7.01.

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<PAGE>

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

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

Section 7.02 Rights of Trustee.

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

      (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee will not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel will be
full and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

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

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

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

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

      (g) 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.

      (h) The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Notes and this Indenture.

      (i) 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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      (j) Delivery of reports, information and documents to the Trustee under
Section 4.03 is for informational purposes only and the Trustee's receipt of the
foregoing shall not constitute constructive notice of any information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely on Officers' Certificates).

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

Section 7.03 Individual Rights of Trustee.

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

Section 7.04 Trustee's Disclaimer.

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

Section 7.05 Notice of Defaults.

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

Section 7.06 Reports by Trustee to Holders of the Notes.

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

      (b) A copy of each report at the time of its mailing to the Holders of
Notes will be mailed by the Trustee to the Company and filed by the Trustee with
the SEC and each stock exchange on which the

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Notes are listed in accordance with TIA Section 313(d). The Company will
promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

      (a) The Company will pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation will not be limited by any law on compensation of a
trustee of an express trust. The Company will reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses will
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel. The Trustee will notify the Company and negotiate in good
faith with the Company regarding such reasonable compensation and expenses.

      (b) The Company and the Guarantors, jointly and severally, will indemnify
the Trustee against any and all losses, liabilities, claims, damages or expenses
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company and the Guarantors
(including this Section 7.07) and defending itself against any claim (whether
asserted by the Company, the Guarantors, any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss, liability or expense
determined to have been caused by its own negligence or willful misconduct. The
Trustee will notify the Company promptly of any claim of which a Responsible
Officer has received written notice for which it may seek indemnity. Failure by
the Trustee to so notify the Company will not relieve the Company or any of the
Guarantors of their obligations hereunder. The Company or such Guarantor will
defend the claim and the Trustee will cooperate in the defense. The Trustee may
have separate counsel and the Company will pay the reasonable fees and expenses
of such counsel. Neither the Company nor any Guarantor need pay for any
settlement made without its consent, which consent will not be unreasonably
withheld.

      (c) The obligations of the Company and the Guarantors under this Section
7.07 will survive the satisfaction and discharge of this Indenture.

      (d) To secure the Company's and the Guarantors' payment obligations in
this Section 7.07, the Trustee will have a Lien prior to the Notes on all money
or property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Notes. Such Lien will survive the
satisfaction and discharge of this Indenture.

      (e) When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(7) or (8) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

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

Section 7.08 Replacement of Trustee.

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

      (b) The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in aggregate principal amount of the

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then outstanding Notes may remove the Trustee by so notifying the Trustee and
the Company in writing. The Company may remove the Trustee if:

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

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

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

            (4) the Trustee becomes incapable of acting.

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

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

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

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

Section 7.09 Successor Trustee by Merger, etc.

      If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act will be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

      There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.

      This Indenture will always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA
Section 310(b).

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Section 7.11 Preferential Collection of Claims Against Company.

      The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

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

Section 8.02 Legal Defeasance and Discharge.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Note Guarantees) on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Company and the Guarantors will be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Notes (including the Note Guarantees), which will thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in clauses (1) and (2) below, and to have
satisfied all their other obligations under such Notes, the Note Guarantees 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 will survive until otherwise terminated or discharged
hereunder:

            (1) the rights of Holders of outstanding Notes to receive payments
      in respect of the principal of, or interest or premium or Special
      Interest, if any, on, such Notes when such payments are due from the trust
      referred to in Section 8.04 hereof;

            (2) the Company's obligations with respect to such Notes under
      Article 2 and Section 4.02 hereof;

            (3) the rights, powers, trusts, duties and immunities of the Trustee
      hereunder and the Company's and the Guarantors' obligations in connection
      therewith; and

            (4) this Article 8.

      Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from each of their obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and
4.19 hereof and clause (4) of

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Section 5.01 hereof with respect to the outstanding Notes on and after the date
the conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes will 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 will continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes will not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes and Note Guarantees, the Company and the
Guarantors may omit to comply with and will have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply will not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes and Note
Guarantees will be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(3) through 6.01(5) hereof will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

      In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 8.02 or 8.03 hereof:

            (1) the Company must irrevocably deposit, or cause to be deposited,
      with the Trustee, in trust, for the benefit of the Holders, cash in U.S.
      dollars, non-callable Government Securities, or a combination thereof, in
      such amounts as will be sufficient, in the opinion of a nationally
      recognized investment bank, appraisal firm, or firm of independent public
      accountants, to pay the principal of, or interest and premium and Special
      Interest, if any, on, the outstanding Notes on the stated date for payment
      thereof or on the applicable redemption date, as the case may be, and the
      Company must specify whether the Notes are being defeased to such stated
      date for payment or to a particular redemption date;

            (2) in the case of an election under Section 8.02 hereof, the
      Company must deliver to the Trustee an Opinion of Counsel reasonably
      acceptable to the Trustee confirming that:

                  (A) the Company has received from, or there has been published
            by, the Internal Revenue Service a ruling; or

                  (B) since the date of this Indenture, there has been a change
            in the applicable federal income tax law,

            in either case to the effect that, and based thereon such Opinion of
            Counsel shall confirm that, the Holders of the outstanding Notes
            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;

            (3) in the case of an election under Section 8.03 hereof, the
      Company must deliver to the Trustee an Opinion of Counsel reasonably
      acceptable to the Trustee confirming that the Holders of the outstanding
      Notes will not recognize income, gain or loss for U.S. 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;

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            (4) no Default or Event of Default shall have occurred and be
      continuing on the date of such deposit (other than a Default or Event of
      Default resulting from the borrowing of funds to be applied to such
      deposit) and the deposit will not result in a breach or violation of, or
      constitute a default under, any other instrument to which the Company or
      any Guarantor is a party or by which the Company or any Guarantor is
      bound;

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

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

            (7) the Company must deliver to the Trustee an Officers' Certificate
      and an Opinion of Counsel, each stating that all conditions precedent
      relating to the Legal Defeasance or the Covenant Defeasance have been
      complied with.

Section 8.05   Deposited Money and Government Securities to be Held in Trust;
               Other Miscellaneous Provisions.

      Subject to Section 8.06 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 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Special Interest, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

      The Company will 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 8.04 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.

      Notwithstanding anything in this Article 8 to the contrary, the Trustee
will 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 8.04 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 8.04(1) 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 8.06 Repayment to Company.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium or Special
Interest, if any, or interest on, any Note and remaining unclaimed for two years
after such principal, premium, if any, or interest has become due and payable
shall be paid to the Company on its request or (if then held by the Company)
will be discharged

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<PAGE>

from such trust; and the Holder of such Note will thereafter be permitted to
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, will 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 will 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.

Section 8.07 Reinstatement.

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

                                   ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

      Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture or the Notes
or the Note Guarantees without the consent of any Holder:

            (1) to cure any ambiguity, defect or inconsistency, as determined in
      good faith by the Board of Directors of the Company;

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

            (3) to provide for the assumption of the Company's or a Guarantor's
      obligations to the Holders of the Notes and Note Guarantees by a successor
      to the Company or such Guarantor pursuant to Article 5 or Article 10
      hereof;

            (4) 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;

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

            (6) to conform the text of this Indenture, the Notes or the Note
      Guarantees to any provision of the "Description of Notes" section of the
      Offering Circular, relating to the initial offering of the Notes, to the
      extent that such provision in that "Description of Notes" was intended to
      be a verbatim recitation of a provision of this Indenture, the Note
      Guarantees or the Notes;

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<PAGE>

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

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

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

Section 9.02 With Consent of Holders of Notes.

      Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including, without limitation, Section
3.10, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the
consent of the Holders of at least a majority in aggregate principal amount of
the then outstanding Notes (including, without limitation, Additional Notes and
Exchange Notes, if any) voting as a single class (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any
existing Default or Event of Default (other than a Default or Event of Default
in the payment of the principal of, premium, if any, or interest on, the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture or the Notes or the Note
Guarantees may be waived with the consent of the Holders of a majority in
aggregate principal amount of the then outstanding Notes (including, without
limitation, Additional Notes and Exchange Notes, if any) voting as a single
class (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes). Section 2.08
hereof shall determine which Notes are considered to be "outstanding" for
purposes of this Section 9.02.

      Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
indenture, 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 7.02 hereof, the Trustee will
join with the Company and the Guarantors in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental indenture.

      It is not necessary for the consent of the Holders of Notes under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it is sufficient if such consent approves the
substance thereof.

      After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company will mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, will not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes or the Note Guarantees. However,

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without the consent of each Holder affected, an amendment, supplement or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

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

            (2) reduce the principal of or change the fixed maturity of any Note
      or alter or waive any of the provisions with respect to the redemption of
      the Notes (except as provided above with respect to Sections 3.10, 4.10
      and 4.15 hereof);

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

            (4) waive a Default or Event of Default in the payment of principal
      of, or premium, if any, or interest on, the Notes (except a rescission of
      acceleration of the Notes by the Holders of at least a majority in
      aggregate principal amount of the then outstanding Notes and a waiver of
      the payment default that resulted from such acceleration);

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

            (6) make any change in the provisions of this Indenture relating to
      waivers of past Defaults or the rights of Holders of Notes to receive
      payments of principal of, or interest or premium, if any, on, the Notes;

            (7) waive a redemption payment with respect to any Note (other than
      a payment required by Sections 3.10, 4.10 or 4.15 hereof);

            (8) release any Guarantor from any of its obligations under its Note
      Guarantee or this Indenture, except in accordance with the terms of this
      Indenture; or

            (9) make any change in the preceding amendment and waiver
      provisions.

Section 9.03 Compliance with Trust Indenture Act.

      Every amendment or supplement to this Indenture or the Notes will be set
forth in a amended or supplemental indenture that complies with the TIA as then
in effect.

Section 9.04 Revocation and Effect of Consents.

      Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder of a Note 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. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Notes.

      The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee

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<PAGE>

shall, upon receipt of an Authentication Order, authenticate new Notes that
reflect the amendment, supplement or waiver.

      Failure to make the appropriate notation or issue a new Note will not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

      The Trustee will sign any amended or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amended or supplemental indenture until the Board of Directors
of the Company approves it. In executing any amended or supplemental indenture,
the Trustee will be provided with and (subject to Section 7.01 hereof) will be
fully protected in relying upon, in addition to the documents required by
Section 12.04 hereof, an Officers' Certificate and an Opinion of Counsel stating
that the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

                                   ARTICLE 10.
                                 NOTE GUARANTEES

Section 10.01. Guarantee.

      (a) Subject to this Article 10, each of the 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 or
the obligations of the Company hereunder or thereunder, that:

            (1) the principal of, premium and Special Interest, if any, and
      interest on, the Notes will be promptly paid in full when due, whether at
      maturity, by acceleration, redemption or otherwise, and interest on the
      overdue principal of and interest on the Notes, if any, if lawful, and all
      other obligations of the Company to the Holders or the Trustee hereunder
      or thereunder will be promptly paid in full or performed, all in
      accordance with the terms hereof and thereof; and

            (2) in case of any extension of time of payment or renewal of any
      Notes or any of such other obligations, that same will be promptly paid in
      full when due or performed in accordance with the terms of the extension
      or renewal, whether at stated maturity, by acceleration or otherwise.

      Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

      (b) The Guarantors hereby agree that their obligations hereunder are
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 of the Notes 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 guarantor. Each 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 covenant that this

                                       76
<PAGE>

Note Guarantee will not be discharged except by complete performance of the
obligations contained in the Notes and this Indenture.

      (c) If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.

      (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantors for
the purpose of this Note Guarantee. The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Note Guarantee.

Section 10.02. Limitation on Guarantor Liability.

      Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will be limited to the maximum amount that will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 10, result in the obligations of such Guarantor
under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.03. Execution and Delivery of Note Guarantee.

      To evidence its Note Guarantee set forth in Section 10.01 hereof, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form attached as Exhibit E hereto will be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee and that this
Indenture will be executed on behalf of such Guarantor by one of its Officers.

      Each Guarantor hereby agrees that its Note Guarantee set forth in Section
10.01 hereof will remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Note Guarantee.

      If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid
nevertheless.

      The delivery of any Note by the Trustee, after the authentication thereof
hereunder, will constitute due delivery of the Note Guarantee set forth in this
Indenture on behalf of the Guarantors.

                                       77
<PAGE>

      In the event that the Company or any of its Restricted Subsidiaries
creates or acquires any Domestic Subsidiary after the date of this Indenture, if
required by Section 4.19 hereof, the Company will cause such Domestic Subsidiary
to comply with the provisions of Section 4.19 hereof and this Article 10, to the
extent applicable.

Section 10.04. Guarantors May Consolidate, etc., on Certain Terms.

      Except as otherwise provided in Section 10.05 hereof, no Guarantor may
sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than the Company or another Guarantor,
unless:

            (1) immediately after giving effect to such transaction, no Default
      or Event of Default exists; and

            (2) either:

                  (a) the Person surviving any such consolidation or merger is
      the Guarantor;

                  (b) subject to Section 10.05 hereof, the Person acquiring the
      assets in any such sale or disposition or the Person formed by or
      surviving any such consolidation or merger (if other than the Guarantor)
      assumes all the obligations of that Guarantor under this Indenture and its
      Note Guarantee on the terms set forth herein or therein, pursuant to a
      supplemental indenture reasonably satisfactory to the Trustee; or

                  (c) the Net Proceeds of such sale or other disposition of
      assets are applied in accordance with the applicable provisions of this
      Indenture, including without limitation, Section 4.10 hereof.

      In 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 and satisfactory in form to the Trustee, of the Note
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 Guarantor,
such successor Person will succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note 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 the Note
Guarantees so issued will in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

      Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or will prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

Section 10.05. Releases.

      (a) In the event of any sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the Capital Stock of any
Guarantor, in each case to a Person that is not (either before or after giving
effect to such transactions) the Company or a Restricted Subsidiary of the
Company, then such Guarantor (in the

                                       78
<PAGE>

event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the Capital Stock of such Guarantor) or the corporation
acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) will be released and relieved
of any obligations under its Note Guarantee; provided that the Net Proceeds of
such sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof.
Upon delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made by
the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof, the Trustee will execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its Note Guarantee.

      (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture, such Guarantor will be released and
relieved of any obligations under its Note Guarantee.

      (c) Upon Legal Defeasance in accordance with Article 8 hereof or
satisfaction and discharge of this Indenture in accordance with Article 11
hereof, each Guarantor will be released and relieved of any obligations under
its Note Guarantee.

      Any Guarantor not released from its obligations under its Note Guarantee
as provided in this Section 10.05 will remain liable for the full amount of
principal of and interest, premium and Special Interest, if any, on the Notes
and for the other obligations of any Guarantor under this Indenture as provided
in this Article 10.

                                   ARTICLE 11
                           SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

      This Indenture will be discharged and will cease to be of further effect
as to all Notes issued hereunder, when:

            (1) either:

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

                  (b) all Notes that have not been delivered to the Trustee for
      cancellation have become due and payable by reason of the mailing of a
      notice of redemption or otherwise or will become due and payable at their
      maturity within one year and the Company or any Guarantor has irrevocably
      deposited or caused to be deposited with the Trustee as trust funds in
      trust solely for the benefit of the Holders, cash in U.S. dollars,
      non-callable Government Securities, or a combination thereof, in such
      amounts as will be sufficient, without consideration of any reinvestment
      of interest, to pay and discharge the entire Indebtedness on the Notes not
      delivered to the Trustee for cancellation for principal, premium, if any,
      and accrued interest to the date of maturity or redemption;

            (2) no Default or Event of Default has occurred and is continuing on
      the date of such deposit (other than a Default or Event of Default
      resulting from the borrowing of funds to be

                                       79
<PAGE>

      applied to such deposit) and the deposit will not result in a breach or
      violation of, or constitute a default under, any other instrument to which
      the Company or any Guarantor is a party or by which the Company or any
      Guarantor is bound;

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

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

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

      Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will
survive. In addition, nothing in this Section 11.01 will be deemed to discharge
those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 11.02 Application of Trust Money.

      Subject to the provisions of Section 8.06 hereof, all money deposited with
the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied
by it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium and Special Interest, if any)
and interest for whose payment such money has been deposited with the Trustee;
but such money need not be segregated from other funds except to the extent
required by law.

      If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 11.01 hereof by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 11.01 hereof; provided that if the Company has made any payment of
principal of, premium or Special Interest, if any, or interest on, any Notes
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.

                                   ARTICLE 12
                                  MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

      If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section 318(c), the imposed duties will control.

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<PAGE>

Section 12.02 Notices.

      Any notice, request or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or by
first class mail (registered or certified, return receipt requested), facsimile
transmission or overnight air courier guaranteeing next day delivery, to the
others' address:

      If to the Company and/or any Guarantor:

      Titan International, Inc.
      2701 Spruce Street
      Quincy, IL 62301
      Facsimile No.: (217) 228-6042
      Attention: Treasurer

      Titan International, Inc.
      2701 Spruce Street
      Quincy, IL 62301
      Facsimile No.: (217) 228-3040
      Attention: General Counsel

      with a copy to:

      Bodman LLP
      6th Floor at Ford Field
      1901 St. Antoine Street
      Detroit, Michigan 48226
      Facsimile No.: (313) 393-7579
      Attention: Barbara A. Bowman

      If to the Trustee:
      U.S. Bank National Association
      Corporate Trust Services
      10 West Market Street
      Suite 1150
      Indianapolis, Indiana 46204
      Facsimile No.: (317) 636-1951
      Attention: Ann M. Forey

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

      The Trustee agrees to accept and act upon facsimile transmission of
written instructions and/or directions pursuant to this Indenture given by the
Company, provided, however that: (i) the Company, subsequent to such facsimile
transmission of written instructions and/or directions, shall provide the
originally executed instructions and/or directions to the Trustee in a timely
manner and (ii) such originally executed instructions and/or directions shall be
signed by an Officer of the Company.

      All notices and communications (other than those sent to Holders) will be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile;

                                       81
<PAGE>

and the next Business Day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next day delivery.

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

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

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

Section 12.03 Communication by Holders of Notes with Other Holders of Notes.

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

Section 12.04 Certificate and Opinion as to Conditions Precedent.

      Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

            (1) an Officers' Certificate in form and substance reasonably
      satisfactory to the Trustee (which must include the statements set forth
      in Section 12.05 hereof) stating that, in the opinion of the signers, all
      conditions precedent and covenants, if any, provided for in this Indenture
      relating to the proposed action have been satisfied; and

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

Section 12.05 Statements Required in Certificate or Opinion.

      Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) must comply with the provisions of TIA
Section 314(e) and must 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;

            (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 satisfied; and

                                       82
<PAGE>

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

Section 12.06 Rules by Trustee and Agents.

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

Section 12.07 No Personal Liability of Directors, Officers, Employees and
  Stockholders.

      No past, present or future director, officer, employee, incorporator or
shareholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Note Guarantees or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. The waiver may not be effective
to waive liabilities under the federal securities laws.

Section 12.08 Governing Law.

      THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09 No Adverse Interpretation of Other Agreements.

      This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 12.10 Successors.

      All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 10.05 hereof.

Section 12.11 Severability.

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

Section 12.12 Counterpart Originals.

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

                                       83
<PAGE>

Section 12.13 Table of Contents, Headings, etc.

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

Section 12.14 Force Majeure

      In no event shall the Trustee be responsible or liable for any failure or
delay in the performance of its obligations hereunder arising out of or caused
by, directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.

                         [Signatures on following page]

                                       84
<PAGE>

                                    SIGNATURES

Dated as of December 28, 2006

                                    TITAN INTERNATIONAL, INC.

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

                                    GUARANTORS:

                                    TITAN MARKETING SERVICES, INC.
                                    TITAN WHEEL CORPORATION OF ILLINOIS
                                    TITAN WHEEL CORPORATION OF IOWA
                                    TITAN WHEEL CORPORATION OF SOUTH
                                       CAROLINA
                                    TITAN WHEEL CORPORATION OF VIRGINIA
                                    TITAN INVESTMENT CORPORATION
                                    TITAN TIRE CORPORATION
                                    TITAN TIRE CORPORATION OF BRYAN
                                    TITAN TIRE CORPORATION OF FREEPORT
                                    TITAN TIRE CORPORATION OF NATCHEZ
                                    TITAN TIRE CORPORATION OF TEXAS
                                    TITAN DISTRIBUTION, INC.
                                    DYNEER CORPORATION
                                    DICO, INC.
                                    AUTOMOTIVE WHEELS, INC.
                                    NIEMAN'S, LTD.

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

<PAGE>

                                    U.S. BANK NATIONAL ASSOCIATION


                                        By:__________________________________
                                        Name:
                                        Title:

<PAGE>

                                 [Face of Note]
================================================================================

                                                           CUSIP No. ___________
                                                            ISIN No. ___________

                       8% Senior Unsecured Notes due 2012

No.___                                                             $____________

                            TITAN INTERNATIONAL, INC.

promises to pay to CEDE & CO. or registered assigns,

the principal sum of __________________________________________________  DOLLARS
on January 15, 2012.

Interest Payment Dates: July 15 and January 15

Record Dates: July 1 and January 1

Dated: December 28, 2006

                                    TITAN INTERNATIONAL, INC.

                                    BY: __________________________________
                                        Name:
                                        Title:

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

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By: ________________________________
          Authorized Signatory

                                      A1-1
<PAGE>

                                 [Back of Note]
                       8% Senior Unsecured Notes due 2012

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
  Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
  of the Indenture]

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

            (1) INTEREST. Titan International, Inc., an Illinois corporation
      (the "Company"), promises to pay interest on the principal amount of this
      Note at 8% per annum from December 28, 2006 until maturity and will pay
      Special Interest, if any, payable pursuant to Section 2(c) of the
      Registration Rights Agreement referred to below. The Company will pay
      interest and Special Interest, if any, semi-annually in arrears on July 15
      and January 15 of each year, or if any such day is not a Business Day, on
      the next succeeding Business Day (each, an "Interest Payment Date").
      Interest on the Notes will accrue from the most recent date to which
      interest has been paid or, if no interest has been paid, from the date of
      issuance; provided that if there is no existing Default in the payment of
      interest, and if this Note is authenticated between a record date referred
      to on the face hereof and the next succeeding Interest Payment Date,
      interest shall accrue from such next succeeding Interest Payment Date;
      provided further that the first Interest Payment Date shall be July 15,
      2007. The Company will pay interest (including post-petition interest in
      any proceeding under any Bankruptcy Law) on overdue principal and premium,
      if any, from time to time on demand at a rate that is 1% per annum in
      excess of the rate then in effect to the extent lawful; it will pay
      interest (including post-petition interest in any proceeding under any
      Bankruptcy Law) on overdue installments of interest (without regard to any
      applicable grace periods) from time to time on demand at the same rate to
      the extent lawful. Interest will be computed on the basis of a 360-day
      year of twelve 30-day months.

            (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
      (except defaulted interest) and Special Interest, if any, to the Persons
      who are registered Holders of Notes at the close of business on the July 1
      or January 1 next preceding the Interest Payment Date, even if such Notes
      are canceled after such record date and on or before such Interest Payment
      Date, except as provided in Section 2.12 of the Indenture with respect to
      defaulted interest. The Notes will be payable as to principal, premium and
      Special Interest, if any, and interest at the office or agency of the
      Company maintained for such purpose within or without the City and State
      of New York, or, at the option of the Company, payment of interest may be
      made by check mailed to the Holders at their addresses set forth in the
      register of Holders; provided that payment by wire transfer of immediately
      available funds will be required with respect to principal of and
      interest, premium and Special Interest, if any, on, all Global Notes and
      all other Notes the Holders of which (i) hold in excess of $5.0 million of
      Notes and (ii) have provided wire transfer instructions to the Company or
      the Paying Agent. Such payment will be in such coin or currency of the
      United States of America as at the time of payment is legal tender for
      payment of public and private debts.

            (3) PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National
      Association, the Trustee under the Indenture, will act as Paying Agent and
      Registrar. The Company may change any Paying Agent or Registrar without
      notice to any Holder. The Company or any of its Subsidiaries may act in
      any such capacity.

                                      A1-2

<PAGE>

            (4) INDENTURE. The Company issued the Notes under an Indenture dated
      as of December 28, 2006 (the "Indenture") among the Company, the
      Guarantors and the Trustee. The terms of the Notes include those stated in
      the Indenture and those made part of the Indenture by reference to the
      TIA. The Notes are subject to all such terms, and Holders are referred to
      the Indenture and such Act for a statement of such terms. To the extent
      any provision of this Note conflicts with the express provisions of the
      Indenture, the provisions of the Indenture shall govern and be
      controlling. The Notes are unsecured obligations of the Company. This Note
      is one of the Initial Notes referred to in the Indenture. The Notes
      include the Initial Notes, any Additional Notes and any Exchange Notes
      issued in exchange for Initial Notes or Additional Notes pursuant to the
      Indenture. The Initial Notes, any Additional Notes and any Exchange Notes
      are treated as a single class of securities under the Indenture. The
      Indenture does not limit the aggregate principal amount of the Notes that
      may be issued thereunder.

            (5) OPTIONAL REDEMPTION.

      (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5,
the Company will not have the option to redeem the Notes.

      (b) At any time prior to January 15, 2010, the Company may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
issued under the Indenture with the net cash proceeds of one or more Equity
Offerings at a redemption price equal to 108.00% of the aggregate principal
amount thereof, plus accrued and unpaid interest and Special Interest, if any,
to the redemption date; provided that at least 65% in aggregate principal amount
of the Notes originally issued under the Indenture (excluding Notes held by the
Company and its Subsidiaries) remains outstanding immediately after the
occurrence of such redemption and that such redemption occurs within 180 days of
the date of the closing of such Equity Offerings.

      (c) The Company may also redeem all or a part of the Notes, upon not less
than 30 nor more than 60 days' prior notice mailed by first-class mail to each
Holder's registered address, at a redemption price equal to 100% of the
principal amount of Notes redeemed plus the Applicable Premium as of, and
accrued and unpaid interest and Special Interest, if any, on the Notes to be
redeemed to the applicable date of redemption, subject to the rights of Holders
on the relevant record date to receive interest due on the relevant interest
payment date.

            (6) MANDATORY REDEMPTION.

      The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

            (7) INTENTIONALLY OMITTED.

            (8) REPURCHASE AT THE OPTION OF HOLDER.

                  (a) If there is a Change of Control, the Company will be
      required to make an offer (a "Change of Control Offer") to each Holder to
      repurchase all or any part (equal to $2,000 or an integral multiple of
      $1,000) of each Holder's Notes at a purchase price in cash equal to 101%
      of the aggregate principal amount thereof plus accrued and unpaid interest
      and Special Interest, if any, thereon to the date of purchase, subject to
      the rights of Holders on the relevant record date to receive interest due
      on the relevant interest payment date (the "Change of Control Payment").
      Within 30 days following any Change of Control, the Company will mail a
      notice to

                                      A1-3

<PAGE>

      each Holder setting forth the procedures governing the Change of Control
      Offer as required by the Indenture.

                  (b) If the Company or a Restricted Subsidiary of the Company
      consummates any Asset Sales, within 20 days of each date on which the
      aggregate amount of Excess Proceeds exceeds $10.0 million, the Company
      will commence an offer to all Holders of Notes and all holders of other
      Indebtedness that is pari passu with the Notes containing provisions
      similar to those set forth in the Indenture with respect to offers to
      purchase or redeem with the proceeds of sales of assets (an "Asset Sale
      Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum
      principal amount of Notes (including any Additional Notes and any Exchange
      Notes) and such other pari passu Indebtedness that may be purchased out of
      the Excess Proceeds at an offer price in cash in an amount equal to 100%
      of the principal amount thereof plus accrued and unpaid interest and
      Special Interest, if any, thereon to the date of purchase, in accordance
      with the procedures set forth in the Indenture. To the extent that the
      aggregate amount of Notes (including any Additional Notes and any Exchange
      Notes) and other pari passu Indebtedness tendered pursuant to an Asset
      Sale Offer is less than the Excess Proceeds, the Company (or such
      Restricted Subsidiary) may use such deficiency for any purpose not
      otherwise prohibited by the Indenture. If the aggregate principal amount
      of Notes and other pari passu Indebtedness tendered into such Asset Sale
      Offer exceeds the amount of Excess Proceeds, the Trustee shall select the
      Notes and such other pari passu Indebtedness to be purchased on a pro rata
      basis. Holders of Notes that are the subject of an offer to purchase will
      receive an Asset Sale Offer from the Company prior to any related purchase
      date and may elect to have such Notes purchased by completing the form
      entitled "Option of Holder to Elect Purchase" attached to the Notes.

            (9) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
      least 30 days but not more than 60 days before the redemption date to each
      Holder whose Notes are to be redeemed at its registered address, except
      that redemption notices may be mailed more than 60 days prior to a
      redemption date if the notice is issued in connection with a defeasance of
      the Notes or a satisfaction or discharge of the Indenture. Notes in
      denominations larger than $2,000 may be redeemed in part but only in whole
      multiples of $1,000, unless all of the Notes held by a Holder are to be
      redeemed.

            (10) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
      form without coupons in denominations of $2,000 and integral multiples of
      $1,000. The transfer of Notes may be registered and Notes may be exchanged
      as provided in the Indenture. The Registrar and the Trustee may require a
      Holder, among other things, to furnish appropriate endorsements and
      transfer documents and the Company may require a Holder to pay any taxes
      and fees required by law or permitted by the Indenture. The Company need
      not exchange or register the transfer of any Note or portion of a Note
      selected for redemption, except for the unredeemed portion of any Note
      being redeemed in part. Also, the Company need not exchange or register
      the transfer of any Notes for a period of 15 days before a selection of
      Notes to be redeemed or during the period between a record date and the
      corresponding Interest Payment Date.

            (11) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
      treated as its owner for all purposes.

            (12) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
      exceptions, the Indenture or the Notes or the Note Guarantees may be
      amended or supplemented with the consent of the Holders of at least a
      majority in aggregate principal amount of the then outstanding Notes

                                      A1-4

<PAGE>

      including Additional Notes and Exchange Notes, if any, voting as a single
      class, and any existing Default or Event of Default or compliance with any
      provision of the Indenture or the Notes or the Note Guarantees may be
      waived with the consent of the Holders of a majority in aggregate
      principal amount of the then outstanding Notes including Additional Notes
      and Exchange Notes, if any, voting as a single class. Without the consent
      of any Holder of a Note, the Indenture or the Notes or the Note Guarantees
      may be amended or supplemented to cure any ambiguity, defect or
      inconsistency (as determined in good faith by the Board of Directors of
      the Company), to provide for uncertificated Notes in addition to or in
      place of certificated Notes, to provide for the assumption of the
      Company's or a Guarantor's obligations to Holders of the Notes and Note
      Guarantees in case of a merger or consolidation, 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 under the
      Indenture of any such Holder, to comply with the requirements of the SEC
      in order to effect or maintain the qualification of the Indenture under
      the TIA, to conform the text of the Indenture or the Notes to any
      provision of the "Description of Notes" section of the Offering Circular
      relating to the initial offering of the Notes, to the extent that such
      provision in that "Description of Notes" was intended to be a verbatim
      recitation of a provision of the Indenture, the Note Guarantees or the
      Notes; to provide for the issuance of Additional Notes in accordance with
      the limitations set forth in the Indenture, or to allow any Guarantor to
      execute a supplemental indenture to the Indenture and/or a Note Guarantee
      with respect to the Notes.

            (13) DEFAULTS AND REMEDIES. Events of Default include: (i) default
      for 30 days in the payment when due of interest on (or Special Interest,
      if any, on) the Notes; (ii) default in the payment when due of the
      principal of, or premium, if any, on, the Notes when the same becomes due
      and payable at maturity, upon redemption (including in connection with an
      offer to purchase) or otherwise; (iii) failure by the Company or any of
      its Restricted Subsidiaries to comply with Section 4.07, 4.09, 4.10, 4.15
      or 5.01 of the Indenture; (iv) failure by the Company or any of its
      Restricted Subsidiaries for 60 days after notice to the Company by the
      Trustee or the Holders of at least 25% in aggregate principal amount of
      the Notes including Additional Notes and Exchange Notes, if any, then
      outstanding voting as a single class to comply with any of the other
      agreements in the Indenture or the Notes; (v) default under any mortgage,
      indenture or instrument under which there may be issued or by which there
      may be secured or evidenced any Indebtedness for money borrowed by the
      Company or any of its Restricted Subsidiaries (or the payment of which is
      guaranteed by the Company or any of its Restricted Subsidiaries), whether
      such Indebtedness or Guarantee now exists, or is created after the date of
      the Indenture, if that default: is caused by a failure to pay principal
      of, or interest or premium, if any, on, such Indebtedness prior to the
      expiration of the grace period provided in such Indebtedness on the date
      of such default (a "Payment Default") or results in the acceleration of
      such Indebtedness prior to its express maturity, and, in each case, 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 $10.0
      million or more; (vi) failure by the Company or any of its Restricted
      Subsidiaries to pay final judgments entered by a court or courts of
      competent jurisdiction aggregating in excess of $15.0 million, which
      judgments are not paid, discharged or stayed for a period of 60 days;
      (vii) certain events of bankruptcy or insolvency with respect to the
      Company or any of its Restricted Subsidiaries that is a Significant
      Subsidiary or any group of Restricted Subsidiaries that, taken together,
      would constitute a Significant Subsidiary; and (viii) except as permitted
      by the Indenture, any Note Guarantee is held in any judicial proceeding to
      be unenforceable or invalid or ceases for any reason to be in full force
      and effect or any Guarantor or any Person acting on its behalf of any
      Guarantor denies or disaffirms its obligations under such Guarantor's Note
      Guarantee. If any Event of Default occurs and is continuing, the Trustee
      or the Holders of at least 25% in aggregate principal amount of the then
      outstanding Notes may declare all the Notes to be due and payable
      immediately.

                                      A1-5

<PAGE>

      Notwithstanding the foregoing, in the case of an Event of Default arising
      from certain events of bankruptcy or insolvency, all outstanding Notes
      will become due and payable immediately without further action or notice.
      Holders 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 then outstanding Notes may direct the
      Trustee in its exercise of any trust or power. The Trustee may withhold
      from Holders of the Notes notice of any continuing Default or Event of
      Default (except a Default or Event of Default relating to the payment of
      principal or interest or premium or Special Interest, if any,) if it
      determines that withholding notice is in their interest. The Holders of a
      majority in aggregate principal amount of the then outstanding Notes by
      notice to the Trustee may, on behalf of the Holders of all of the Notes,
      rescind an acceleration or waive any existing Default or Event of Default
      and its consequences under the Indenture except a continuing Default or
      Event of Default in the payment of interest or premium or Special
      Interest, if any, on, or the principal of, the Notes. The Company is
      required to deliver to the Trustee annually a statement regarding
      compliance with the Indenture, and the Company is required, upon becoming
      aware of any Default or Event of Default, to deliver to the Trustee a
      statement specifying such Default or Event of Default.

            (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual
      or any other capacity, may make loans to, accept deposits from, and
      perform services for the Company or its Affiliates, and may otherwise deal
      with the Company or its Affiliates, as if it were not the Trustee.

            (15) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
      incorporator or stockholder of the Company or any of the Guarantors, as
      such, will not have any liability for any obligations of the Company or
      the Guarantors under the Notes, the Note Guarantees or the Indenture or
      for any claim based on, in respect of, or by reason of, such obligations
      or their creation. Each Holder 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.

            (16) AUTHENTICATION. This Note will not be valid until authenticated
      by the manual signature of the Trustee or an authenticating agent.

            (17) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
      RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
      of Notes under the Indenture, Holders of Restricted Global Notes and
      Restricted Definitive Notes will have all the rights set forth in the
      Registration Rights Agreement dated as of December 28, 2006, among the
      Company, the Guarantors and the Initial Purchaser named therein or, in the
      case of Additional Notes, Holders of Restricted Global Notes and
      Restricted Definitive Notes will have the rights set forth in one or more
      registration rights agreements, if any, among the Company, the Guarantors
      and the other parties thereto, relating to rights given by the Company and
      the Guarantors to the purchasers of any Additional Notes (collectively,
      the "Registration Rights Agreement").

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

            (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
      Committee on Uniform Security Identification Procedures, the Company has
      caused CUSIP numbers to be printed on the Notes, and the Trustee may use
      CUSIP numbers in notices of redemption as a convenience to Holders. No
      representation is made as to the accuracy of such numbers either as

                                      A1-6

<PAGE>

      printed on the Notes or as contained in any notice of redemption, and
      reliance may be placed only on the other identification numbers placed
      thereon.

            (20) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
      GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE
      GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
      LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
      WOULD BE REQUIRED THEREBY.

      The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

                            Titan International, Inc.
                               2701 Spruce Street
                                Quincy, IL 62301
                          Facsimile No.: (217) 228-3040
                           Attention: General Counsel

                                      A1-7

<PAGE>

                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)
________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

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

Date: _______________

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

Signature Guarantee*: _________________________

*  Participant in a recognized Signature Guarantee Medallion Program (or
   other signature guarantor acceptable to the Trustee).

                                      A1-8

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

            [ ]    Section 4.10              [ ]    Section 4.15

      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                  $___________

Date: _______________

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

                      Tax Identification No.: __________________________________

Signature Guarantee*: _________________________

*  Participant in a recognized Signature Guarantee Medallion Program (or
   other signature guarantor acceptable to the Trustee).

                                      A1-9

<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 exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

<TABLE>
<CAPTION>
                                                                   Principal Amount
                  Amount of decrease in  Amount of increase in  [at maturity] of this
                    Principal Amount       Principal Amount     Global Note following  Signature of authorized
                    [at maturity] of       [at maturity] of         such decrease       officer of Trustee or
Date of Exchange    this Global Note       this Global Note         (or increase)            Custodian
----------------  ---------------------  ---------------------  ---------------------  -----------------------
<S>               <C>                    <C>                    <C>                    <C>
</TABLE>

*  This schedule should be included only if the Note is issued in global form.

                                     A1-10

<PAGE>

                  [Face of Regulation S Temporary Global Note]
================================================================================
                                                          CUSIP No. ____________
                                                           ISIN No. ____________

                       8% Senior Unsecured Notes due 2012

No. ___                                                              $__________

                            TITAN INTERNATIONAL, INC.

promises to pay to CEDE & CO. or registered assigns,

the principal sum of ___________________________________________________ DOLLARS
on January 15, 2012.

Interest Payment Dates: July 15 and January 15

Record Dates: July 1 and January 1

Dated: December 28, 2006

                                TITAN INTERNATIONAL, INC.

                                By: _________________________________
                                    Name:
                                    Title:

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

U.S. BANK NATIONAL ASSOCIATION,
 as Trustee

By: ______________________________
         Authorized Signatory

                                      A2-1

<PAGE>

                   Back of Regulation S Temporary Global Note
                       8% Senior Unsecured Notes due 2012

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

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 (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) 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
CERTIFICATE 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 CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR 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.

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B) IN

                                      A2-2

<PAGE>

ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS.

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

            (1) INTEREST. Titan International, Inc., an Illinois corporation
      (the "Company"), promises to pay interest on the principal amount of this
      Note at 8% per annum from December 28, 2006 until maturity and will pay
      Special Interest, if any, payable pursuant to Section 2(c) of the
      Registration Rights Agreement referred to below. The Company will pay
      interest and Special Interest, if any, semi-annually in arrears on July 15
      and January 15 of each year, or if any such day is not a Business Day, on
      the next succeeding Business Day (each, an "Interest Payment Date").
      Interest on the Notes will accrue from the most recent date to which
      interest has been paid or, if no interest has been paid, from the date of
      issuance; provided that if there is no existing Default in the payment of
      interest, and if this Note is authenticated between a record date referred
      to on the face hereof and the next succeeding Interest Payment Date,
      interest shall accrue from such next succeeding Interest Payment Date;
      provided further that the first Interest Payment Date shall be July 15,
      2007. The Company will pay interest (including post-petition interest in
      any proceeding under any Bankruptcy Law) on overdue principal and premium,
      if any, from time to time on demand at a rate that is 1% per annum in
      excess of the rate then in effect to the extent lawful; it will pay
      interest (including post-petition interest in any proceeding under any
      Bankruptcy Law) on overdue installments of interest (without regard to any
      applicable grace periods) from time to time on demand at the same rate to
      the extent lawful. Interest will be computed on the basis of a 360-day
      year of twelve 30-day months.

      Until this Regulation S Temporary Global Note is exchanged for one or more
Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to
receive payments of interest hereon; until so exchanged in full, this Regulation
S Temporary Global Note shall in all other respects be entitled to the same
benefits as other Notes under the Indenture.

            (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
      (except defaulted interest) and Special Interest, if any, to the Persons
      who are registered Holders of Notes at the close of business on the July 1
      or January 1 next preceding the Interest Payment Date, even if such Notes
      are canceled after such record date and on or before such Interest Payment
      Date, except as provided in Section 2.12 of the Indenture with respect to
      defaulted interest. The Notes will be payable as to principal, premium and
      Special Interest, if any, and interest at the office or agency of the
      Company maintained for such purpose within or without the City and State
      of New York, or, at the option of the Company, payment of interest may be
      made by check mailed to the Holders at their addresses set forth in the
      register of Holders; provided that payment by wire transfer of immediately
      available funds will be required with respect to principal of and
      interest, premium and Special Interest, if any, on, all Global Notes and
      all other Notes the Holders of which (i) hold in excess of $5.0 million of
      Notes and (ii) have provided wire transfer instructions to the Company or
      the Paying Agent. Such payment will be in such coin or currency of the
      United States of America as at the time of payment is legal tender for
      payment of public and private debts.

            (3) PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National
      Association, the Trustee under the Indenture, will act as Paying Agent and
      Registrar. The Company may change any Paying Agent or Registrar without
      notice to any Holder. The Company or any of its Subsidiaries may act in
      any such capacity.

                                      A2-3

<PAGE>

            (4) INDENTURE. The Company issued the Notes under an Indenture dated
      as of December 28, 2006 (the "Indenture") among the Company, the
      Guarantors and the Trustee. The terms of the Notes include those stated in
      the Indenture and those made part of the Indenture by reference to the
      TIA. The Notes are subject to all such terms, and Holders are referred to
      the Indenture and such Act for a statement of such terms. To the extent
      any provision of this Note conflicts with the express provisions of the
      Indenture, the provisions of the Indenture shall govern and be
      controlling. The Notes are unsecured obligations of the Company. This Note
      is one of the Initial Notes referred to in the Indenture. The Notes
      include the Initial Notes, any Additional Notes and any Exchange Notes
      issued in exchange for Initial Notes or Additional Notes pursuant to the
      Indenture. The Initial Notes, any Additional Notes and any Exchange Notes
      are treated as a single class of securities under the Indenture. The
      Indenture does not limit the aggregate principal amount of the Notes that
      may be issued thereunder.

            (5) OPTIONAL REDEMPTION.

                  (a) Except as set forth in subparagraphs (b) and (c) of this
      Paragraph 5, the Company will not have the option to redeem the Notes.

                  (b) At any time prior to January 15, 2010, the Company may on
      any one or more occasions redeem up to 35% of the aggregate principal
      amount of Notes issued under the Indenture with the net cash proceeds of
      one or more Equity Offerings at a redemption price equal to 108.00% of the
      aggregate principal amount thereof, plus accrued and unpaid interest and
      Special Interest, if any, to the redemption date; provided that at least
      65% in aggregate principal amount of the Notes originally issued under the
      Indenture (excluding Notes held by the Company and its Subsidiaries)
      remains outstanding immediately after the occurrence of such redemption
      and that such redemption occurs within 180 days of the date of the closing
      of such Equity Offerings.

                  (c) The Company may also redeem all or a part of the Notes,
      upon not less than 30 nor more than 60 days' prior notice mailed by
      first-class mail to each Holder's registered address, at a redemption
      price equal to 100% of the principal amount of Notes redeemed plus the
      Applicable Premium as of, and accrued and unpaid interest and Special
      Interest, if any, on the Notes to be redeemed to the applicable date of
      redemption, subject to the rights of Holders on the relevant record date
      to receive interest due on the relevant interest payment date.

            (6) MANDATORY REDEMPTION.

      The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

            (7) INTENTIONALLY OMITTED.

            (8) REPURCHASE AT THE OPTION OF HOLDER.

                  (a) If there is a Change of Control, the Company will be
      required to make an offer (a "Change of Control Offer") to each Holder to
      repurchase all or any part (equal to $2,000 or an integral multiple of
      $1,000) of each Holder's Notes at a purchase price in cash equal to 101%
      of the aggregate principal amount thereof plus accrued and unpaid interest
      and Special Interest, if any, thereon to the date of purchase, subject to
      the rights of Holders on the relevant record date to receive interest due
      on the relevant interest payment date (the "Change of Control Payment").
      Within 30 days following any Change of Control, the Company will mail a
      notice to

                                      A2-4

<PAGE>

      each Holder setting forth the procedures governing the Change of Control
      Offer as required by the Indenture.

                  (b) If the Company or a Restricted Subsidiary of the Company
      consummates any Asset Sales, within 20 days of each date on which the
      aggregate amount of Excess Proceeds exceeds $10.0 million, the Company
      will commence an offer to all Holders of Notes and all holders of other
      Indebtedness that is pari passu with the Notes containing provisions
      similar to those set forth in the Indenture with respect to offers to
      purchase or redeem with the proceeds of sales of assets (an "Asset Sale
      Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum
      principal amount of Notes (including any Additional Notes and any Exchange
      Notes) and such other pari passu Indebtedness that may be purchased out of
      the Excess Proceeds at an offer price in cash in an amount equal to 100%
      of the principal amount thereof plus accrued and unpaid interest and
      Special Interest, if any, thereon to the date of purchase, in accordance
      with the procedures set forth in the Indenture. To the extent that the
      aggregate amount of Notes (including any Additional Notes and any Exchange
      Notes) and other pari passu Indebtedness tendered pursuant to an Asset
      Sale Offer is less than the Excess Proceeds, the Company (or such
      Restricted Subsidiary) may use such deficiency for any purpose not
      otherwise prohibited by the Indenture. If the aggregate principal amount
      of Notes and other pari passu Indebtedness tendered into such Asset Sale
      Offer exceeds the amount of Excess Proceeds, the Trustee shall select the
      Notes and such other pari passu Indebtedness to be purchased on a pro rata
      basis. Holders of Notes that are the subject of an offer to purchase will
      receive an Asset Sale Offer from the Company prior to any related purchase
      date and may elect to have such Notes purchased by completing the form
      entitled "Option of Holder to Elect Purchase" attached to the Notes.

            (9) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
      least 30 days but not more than 60 days before the redemption date to each
      Holder whose Notes are to be redeemed at its registered address, except
      that redemption notices may be mailed more than 60 days prior to a
      redemption date if the notice is issued in connection with a defeasance of
      the Notes or a satisfaction or discharge of the Indenture. Notes in
      denominations larger than $2,000 may be redeemed in part but only in whole
      multiples of $1,000, unless all of the Notes held by a Holder are to be
      redeemed.

            (10) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
      form without coupons in denominations of $2,000 and integral multiples of
      $1,000. The transfer of Notes may be registered and Notes may be exchanged
      as provided in the Indenture. The Registrar and the Trustee may require a
      Holder, among other things, to furnish appropriate endorsements and
      transfer documents and the Company may require a Holder to pay any taxes
      and fees required by law or permitted by the Indenture. The Company need
      not exchange or register the transfer of any Note or portion of a Note
      selected for redemption, except for the unredeemed portion of any Note
      being redeemed in part. Also, the Company need not exchange or register
      the transfer of any Notes for a period of 15 days before a selection of
      Notes to be redeemed or during the period between a record date and the
      corresponding Interest Payment Date.

      This Regulation S Temporary Global Note is exchangeable in whole or in
part for one or more Global Notes only (i) on or after the termination of the
40-day distribution compliance period (as defined in Regulation S) and (ii) upon
presentation of certificates (accompanied by an Opinion of Counsel, if
applicable) required by Article 2 of the Indenture. Upon exchange of this
Regulation S Temporary Global Note for one or more Global Notes, the Trustee
shall cancel this Regulation S Temporary Global Note.

                                      A2-5

<PAGE>

            (11) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
      treated as its owner for all purposes.

            (12) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
      exceptions, the Indenture or the Notes or the Note Guarantees may be
      amended or supplemented with the consent of the Holders of at least a
      majority in aggregate principal amount of the then outstanding Notes
      including Additional Notes and Exchange Notes, if any, voting as a single
      class, and any existing Default or Event of Default or compliance with any
      provision of the Indenture or the Notes or the Note Guarantees may be
      waived with the consent of the Holders of a majority in aggregate
      principal amount of the then outstanding Notes including Additional Notes
      and Exchange Notes, if any, voting as a single class. Without the consent
      of any Holder of a Note, the Indenture or the Notes or the Note Guarantees
      may be amended or supplemented to cure any ambiguity, defect or
      inconsistency (as determined in good faith by the Board of Directors of
      the Company), to provide for uncertificated Notes in addition to or in
      place of certificated Notes, to provide for the assumption of the
      Company's or a Guarantor's obligations to Holders of the Notes and Note
      Guarantees in case of a merger or consolidation, 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 under the
      Indenture of any such Holder, to comply with the requirements of the SEC
      in order to effect or maintain the qualification of the Indenture under
      the TIA, to conform the text of the Indenture or the Notes to any
      provision of the "Description of Notes" section of the Offering Circular,
      relating to the initial offering of the Notes, to the extent that such
      provision in that "Description of Notes" was intended to be a verbatim
      recitation of a provision of the Indenture, the Note Guarantees or the
      Notes; to provide for the issuance of Additional Notes in accordance with
      the limitations set forth in the Indenture, or to allow any Guarantor to
      execute a supplemental indenture to the Indenture and/or a Note Guarantee
      with respect to the Notes.

            (13) DEFAULTS AND REMEDIES. Events of Default include: (i) default
      for 30 days in the payment when due of interest on (or Special Interest,
      if any, on) the Notes; (ii) default in the payment when due of the
      principal of, or premium, if any, on, the Notes when the same becomes due
      and payable at maturity, upon redemption (including in connection with an
      offer to purchase) or otherwise; (iii) failure by the Company or any of
      its Restricted Subsidiaries to comply with Section 4.07, 4.09, 4.10, 4.15
      or 5.01 of the Indenture; (iv) failure by the Company or any of its
      Restricted Subsidiaries for 60 days after notice to the Company by the
      Trustee or the Holders of at least 25% in aggregate principal amount of
      the Notes including Additional Notes and Exchange Notes, if any, then
      outstanding voting as a single class to comply with any of the other
      agreements in the Indenture or the Notes; (v) default under any mortgage,
      indenture or instrument under which there may be issued or by which there
      may be secured or evidenced any Indebtedness for money borrowed by the
      Company or any of its Restricted Subsidiaries (or the payment of which is
      guaranteed by the Company or any of its Restricted Subsidiaries), whether
      such Indebtedness or Guarantee now exists, or is created after the date of
      the Indenture, if that default: is caused by a failure to pay principal
      of, or interest or premium, if any, on, such Indebtedness prior to the
      expiration of the grace period provided in such Indebtedness on the date
      of such default (a "Payment Default") or results in the acceleration of
      such Indebtedness prior to its express maturity, and, in each case, 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 $10.0
      million or more; (vi) failure by the Company or any of its Restricted
      Subsidiaries to pay final judgments entered by a court or courts of
      competent jurisdiction aggregating in excess of $15.0 million, which
      judgments are not paid, discharged or stayed for a period of 60 days;
      (vii) certain events of bankruptcy or insolvency with respect to the
      Company or any of its Restricted Subsidiaries that is a Significant
      Subsidiary or any group of Restricted Subsidiaries that, taken together,
      would constitute a

                                      A2-6

<PAGE>

      Significant Subsidiary; and (viii) except as permitted by the Indenture,
      any Note Guarantee is held in any judicial proceeding to be unenforceable
      or invalid or ceases for any reason to be in full force and effect or any
      Guarantor or any Person acting on its behalf of any Guarantor denies or
      disaffirms its obligations under such Guarantor's Note Guarantee. If any
      Event of Default occurs and is continuing, the Trustee or the Holders of
      at least 25% in aggregate principal amount of the then outstanding Notes
      may declare all the Notes to be due and payable immediately.
      Notwithstanding the foregoing, in the case of an Event of Default arising
      from certain events of bankruptcy or insolvency, all outstanding Notes
      will become due and payable immediately without further action or notice.
      Holders 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 then outstanding Notes may direct the
      Trustee in its exercise of any trust or power. The Trustee may withhold
      from Holders of the Notes notice of any continuing Default or Event of
      Default (except a Default or Event of Default relating to the payment of
      principal or interest or premium or Special Interest, if any,) if it
      determines that withholding notice is in their interest. The Holders of a
      majority in aggregate principal amount of the then outstanding Notes by
      notice to the Trustee may, on behalf of the Holders of all of the Notes,
      rescind an acceleration or waive any existing Default or Event of Default
      and its consequences under the Indenture except a continuing Default or
      Event of Default in the payment of interest or premium or Special
      Interest, if any, on, or the principal of, the Notes. The Company is
      required to deliver to the Trustee annually a statement regarding
      compliance with the Indenture, and the Company is required, upon becoming
      aware of any Default or Event of Default, to deliver to the Trustee a
      statement specifying such Default or Event of Default.

            (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual
      or any other capacity, may make loans to, accept deposits from, and
      perform services for the Company or its Affiliates, and may otherwise deal
      with the Company or its Affiliates, as if it were not the Trustee.

            (15) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
      incorporator or stockholder of the Company or any of the Guarantors, as
      such, will not have any liability for any obligations of the Company or
      the Guarantors under the Notes, the Note Guarantees or the Indenture or
      for any claim based on, in respect of, or by reason of, such obligations
      or their creation. Each Holder 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.

            (16) AUTHENTICATION. This Note will not be valid until authenticated
      by the manual signature of the Trustee or an authenticating agent.

            (17) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
      RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
      of Notes under the Indenture, Holders of Restricted Global Notes and
      Restricted Definitive Notes will have all the rights set forth in the
      Registration Rights Agreement dated as of December 28, 2006, among the
      Company, the Guarantors and the Initial Purchaser named therein or, in the
      case of Additional Notes, Holders of Restricted Global Notes and
      Restricted Definitive Notes will have the rights set forth in one or more
      registration rights agreements, if any, among the Company, the Guarantors
      and the other parties thereto, relating to rights given by the Company and
      the Guarantors to the purchasers of any Additional Notes (collectively,
      the "Registration Rights Agreement").

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

                                      A2-7

<PAGE>

      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).

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

            (20) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
      GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE
      GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
      LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
      WOULD BE REQUIRED THEREBY.

      The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

                            Titan International, Inc.
                               2701 Spruce Street
                                Quincy, IL 62301
                          Facsimile No.: (217) 228-3040
                           Attention: General Counsel

                                      A2-8

<PAGE>

                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)
________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

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

Date: _______________

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

Signature Guarantee*: _________________________

*  Participant in a recognized Signature Guarantee Medallion Program (or
   other signature guarantor acceptable to the Trustee).

                                      A2-9

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

            [ ]     Section 4.10             [ ]     Section 4.15

      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                $_______________

Date: _______________

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

                          Tax Identification No.: ______________________________

Signature Guarantee*: _________________________

*  Participant in a recognized Signature Guarantee Medallion Program (or
   other signature guarantor acceptable to the Trustee).

                                     A2-10

<PAGE>

  SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE

      The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or exchanges of a part of another
Restricted Global Note for an interest in this Regulation S Temporary Global
Note, have been made:

<TABLE>
<CAPTION>
                                                                  Principal Amount
                  Amount of decrease in  Amount of increase in  [at maturity] of this
                    Principal Amount       Principal Amount     Global Note following  Signature of authorized
                    [at maturity] of       [at maturity] of         such decrease       officer of Trustee or
Date of Exchange    this Global Note       this Global Note         (or increase)            Custodian
----------------  ---------------------  ---------------------  ---------------------  -----------------------
<S>               <C>                    <C>                    <C>                    <C>
</TABLE>

                                     A2-11

<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Titan International, Inc.
2701 Spruce Street
Quincy, IL  62301
Attention: General Counsel

U.S. Bank National Association
Corporate Trust Services
10 West Market Street
Suite 1150
Indianapolis, Indiana 46204
Facsimile No.: (317) 636-1951
Attention: Ann M. Forey

      Re: 8% Senior Unsecured Notes due 2012

      Reference is hereby made to the Indenture, dated as of December 28, 2006
(the "Indenture"), among Titan International, Inc., as issuer (the "Company"),
the Guarantors party thereto and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

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

                             [CHECK ALL THAT APPLY]

      1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE 144A GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the 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
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 Restricted Definitive Note and
in the Indenture and the Securities Act.

      2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE REGULATION S TEMPORARY GLOBAL NOTE, THE REGULATION S GLOBAL NOTE OR A
RESTRICTED 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

                                      B-1

<PAGE>

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(b) 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 Restricted 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 the 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 Permanent Global Note, the
Regulation S Temporary Global Note and/or the Restricted Definitive Note and in
the Indenture and the Securities Act.

      3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN A RESTRICTED 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.

      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

                                      B-2

<PAGE>

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.

      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-3

<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

            (b)   [ ] a Restricted Definitive Note.

2.    After the Transfer the Transferee will hold:

                                   [CHECK ONE]

            (a)   [ ] a beneficial interest in the:

                  (i)   [ ] 144A Global Note (CUSIP _________), or

                  (ii)  [ ] Regulation S Global Note (CUSIP _________), or

                  (iii) [ ] 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-4

<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Titan International, Inc.
2701 Spruce Street
Quincy, IL 62301
Attention: General Counsel

U.S. Bank National Association
Corporate Trust Services
10 West Market Street
Suite 1150
Indianapolis, Indiana 46204
Facsimile No.: (317) 636-1951
Attention: Ann M. Forey

      Re: 8% Senior Unsecured Notes due 2012

                              (CUSIP ____________)

      Reference is hereby made to the Indenture, dated as of December 28, 2006
(the "Indenture"), among Titan International, Inc., as issuer (the "Company"),
the Guarantors party thereto and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

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

      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 Global
Notes and pursuant to and in accordance with the 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 beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

                                      C-1

<PAGE>

      (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 [CHECK ONE]
[ ] 144A Global Note, [ ] Regulation S Global Note with an equal principal
amount, the Owner hereby 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.

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

                                       ______________________________________
                                      [Insert Name of Transferor]

                                      C-2

<PAGE>

                                        By: ______________________________
                                            Name:
                                            Title:

Dated: ______________________

                                      C-3

<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Titan International, Inc.
2701 Spruce Street
Quincy, IL 62301
Attention: General Counsel

U.S. Bank National Association
Corporate Trust Services
10 West Market Street
Suite 1150
Indianapolis, Indiana 46204
Facsimile No.: (317) 636-1951
Attention: Ann M. Forey

      Re: 8% Senior Unsecured Notes due 2012

      Reference is hereby made to the Indenture, dated as of December 28, 2006
(the "Indenture"), among Titan International, Inc., as issuer (the "Company"),
the guarantors party thereto and U.S. Bank National Association, 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 $____________ 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 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), (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, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) 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

                                      D-1

<PAGE>

                                                                       EXHIBIT D

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.

      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.

      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.

                                _____________________________________________
                                    [Insert Name of Accredited Investor]

                                By: _________________________________________
                                    Name:
                                    Title:

Dated: _______________________

                                      D-2

<PAGE>

                                                                       EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

      For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of December 28, 2006 (the "Indenture")
among Titan International, Inc., (the "Company"), the Guarantors party thereto
and U.S. Bank National Association, as trustee (the "Trustee"), (a) the due and
punctual payment of the principal of, premium, if any, and interest on, the
Notes, whether at maturity, by acceleration, redemption or otherwise, the due
and punctual payment of interest on overdue principal of and interest on the
Notes, if any, if lawful, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Note Guarantee. 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 or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose; provided, however, that the Indebtedness evidenced by this Note
Guarantee shall cease to be so subordinated and subject in right of payment upon
any defeasance of this Note in accordance with the provisions of the Indenture.

      Capitalized terms used but not defined herein have the meanings given to
them in the Indenture.

                                [NAME OF GUARANTOR(S)]

                                By:____________________________________
                                   Name:
                                   Title:

                                       E-1

<PAGE>

                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

      SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of Titan International, Inc. (or its permitted
successor), an Illinois corporation (the "Company"), the other Guarantors (as
defined in the Indenture referred to herein) and U.S. Bank National Association,
as trustee under the Indenture referred to below (the "Trustee").

                               W I T N E S S E T H

      WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of December 28, 2006 providing for the
issuance of 8% Senior Unsecured Notes due 2012 (the "Notes");

      WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

      WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

      NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

      1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

      2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Note Guarantee and in the Indenture including but not limited
to Article 10 thereof.

      4. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

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

      6. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

                                      F-1

<PAGE>

                                                                       EXHIBIT F

      7. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

      8. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

                                      F-2

<PAGE>

                                                                       EXHIBIT F

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

      Dated: ________, 20___

                                 [GUARANTEEING SUBSIDIARY]

                                 By:_____________________________________
                                    Name:
                                    Title:

                                 TITAN INTERNATIONAL, INC.

                                 By: ____________________________________
                                     Name:
                                     Title:

                                 [EXISTING GUARANTORS]

                                 By: ____________________________________
                                     Name:
                                     Title:

                                 U.S. BANK NATIONAL ASSOCIATION,
                                  as Trustee

                                 By: ____________________________________
                                      Authorized Signatory

                                      F-3