Common use of Form of Reverse of Debenture Clause in Contracts

Form of Reverse of Debenture. This Debenture is one of a duly authorized issue of Debentures of the Company (the "DEBENTURES") limited to the aggregate principal amount of $51,500,000 ($59,225,000 if the Underwriters' over-allotment option is exercised in full), issued and to be issued under a Junior Convertible Subordinated Indenture, dated as of March __, 1998 (the "INDENTURE"), between the Company and The First National Bank of Chicago, as Trustee (herein called the "TRUSTEE," which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Debentures, and of the terms upon which the Debentures are, and are to be, authenticated and delivered. All terms used in this Debenture that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. For periods less than a full month, interest shall be computed on the actual number of elapsed days over 360 days. In the event that any date on which interest is payable on this Debenture is not a Business Day, then payment of the interest on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures, as defined in the Indenture) is registered at the close of business on the Regular Record Date, for such interest installment which shall be the date which is the Business Day next preceding such Interest Payment Date. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The Company shall have the right at any time during the term of this Debenture, from time to time, to extend the interest payment period of such Debenture for up to 20 consecutive quarters with respect to each deferral period (each such deferral period, an "EXTENSION PERIOD"), during which periods the Company shall have the right not to make payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest, if any, thereon to the extent permitted by applicable law); PROVIDED that during any such Extension Period, the Company will not, and will not permit any Subsidiary to (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock or (b) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank PARI PASSU with or junior to the Debentures (other than (i) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or purchases of any rights pursuant to a stockholder rights agreement and the declaration of a dividend of such rights or the issuance of preferred stock under such plan in the future, (iii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans for its directors, officers or employees, (v) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one series or class of the Company's capital stock for another series or class of the Company's capital stock and (vi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period, PROVIDED that no Extension Period shall exceed 20 consecutive quarters or extend beyond the Stated Maturity of this Debenture. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period except at the end thereof. The Company shall give the Trustee, the Property Trustee and the Administrative Trustees notice of its selection of an Extension Period at least one Business Day prior to the earlier of (i) the record date for the date the distributions on the Preferred Securities (or if no Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Extension Period or (ii) the date the Property Trustee of the Dura Automotive Systems Capital Trust is (or if no Preferred Securities are outstanding, the Debenture Trustee is) required to give notice to NYSE or other applicable self-regulatory organizations or to holders of such Preferred Securities (or, if no Preferred Securities are outstanding, to the Holders of such Debentures) of the record date. Payment of the principal of (and premium, if any) and interest on this Debenture will be made to the Depositary Trust Company or its nominee and 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 PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made (a) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (b) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register. The indebtedness evidenced by this Debenture is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Debt (as defined in the Indenture), and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Debenture, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. At any time on or after ___________ __, _____, the Company may, at its option, subject to the terms and conditions of Article 11 of the Indenture, redeem this Debenture in whole at any time or in part from time to time, at the Redemption Prices set forth in Section 11.8 of the Indenture. In the event of redemption of this Debenture in part only, a new Debenture or Debentures for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If a Special Event shall occur and be continuing, this Debenture shall be exchangeable for Preferred Securities in accordance with Section 11.9 of the Indenture or, in certain circumstances, redeemable by the Company in accordance with Section 11.8 of the Indenture. Subject to the terms and conditions set forth in Article 13 of the Indenture, this Debenture is convertible, at the option of the Holder, hereof into shares of Class A Common Stock. If a Debenture Event of Default shall occur and be continuing, the principal of the Debentures may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for satisfaction, discharge and defeasance of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debentures to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Debentures. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all Debentures, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Debenture and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture. As provided in and subject to the provisions of the Indenture, if a Debenture Event of Default shall occur and be continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures may declare the principal amount of all the Debentures to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), PROVIDED that, if a Debenture Event of Default shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures fail to declare the principal of all the Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified amount) of and the accrued interest (including any Additional Interest) on all the Debentures shall become immediately due and payable, PROVIDED that the payment of principal and interest (including any Additional Interest) on such Debentures shall remain subordinated to the extent provided in Article 12 of the Indenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Debenture at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debenture is registrable in the Securities Register, upon surrender of this Debenture for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Debenture for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Debentures are issuable only in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debentures are exchangeable for a like aggregate principal amount of Debentures of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Debenture or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Debenture agree that for United States Federal, state and local tax purposes it is intended that this Debenture constitute indebtedness. THE INDENTURE AND THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. ASSIGNMENT FORM To assign this Debenture, fill in the form below:

Form of Reverse of Debenture. This Debenture is one of a duly authorized issue of Debentures of the Company designated as its 4 3/4% Convertible Subordinated Debentures Due 2000 (hereinbefore and hereinafter called the "DEBENTURESDebentures") ), limited to the in aggregate principal amount of to $51,500,000 ($59,225,000 if the Underwriters' over-allotment option is exercised in full)86,250,000, issued and to be issued under a Junior Convertible Subordinated an Indenture, dated as of March __October 8, 1998 1993 (hereinbefore and hereinafter called the "INDENTUREIndenture"), between the Company and The First Trust National Bank of ChicagoAssociation, as Trustee (herein hereinbefore and hereinafter called the "TRUSTEE," Trustee", which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Debentures, Debentures and of the terms upon which the Debentures are, and are to be, authenticated and delivered. All terms used in this Debenture that are defined in Subject to and upon compliance with the Indenture shall have the meanings assigned to them in provisions of the Indenture. The amount , the Holder of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. For periods less than a full month, interest shall be computed on the actual number of elapsed days over 360 days. In the event that any date on which interest is payable on this Debenture is not entitled, at such Holder's option beginning December 7, 1993, at any time on or before the close of business on October 1, 2000, or in case this Debenture or a Business Dayportion hereof is called for redemption, then payment of the interest on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any this Debenture or such delay) with portion hereof until and including, but (unless the same force and effect as if made on the date Company defaults in making the payment was originally payable. The interest installment so payabledue upon redemption) not after, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures, as defined in the Indenture) is registered at the close of business on the Regular Record Datedate fixed for redemption or, for such interest installment if the Company so elects and states on the notice of redemption, the date (which shall be the date fixed for redemption or an earlier date not less than 15 days after the date of mailing of the notice of redemption) on which is the Business Day next preceding Company irrevocably deposits with a designated bank or trust company (which may be the Trustee) as Paying Agent, the Redemption Price, together with unpaid and accrued interest to such Interest Payment Date. Any such interest installment not so punctually paid or duly provided for shall forthwith cease date, respectively, to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name convert this Debenture (or one any portion of the principal amount hereof which is $1,000.00 or more Predecessor Debenturesan integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company at a Conversion Price equal to $30.31 aggregate principal amount of securities for each share of Common Stock (or at the current adjusted Conversion Price if an adjustment has been made as provided in the Indenture) by surrender of this Debenture, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency in the Borough of Manhattan, The City of New York, accompanied by written notice to the Company that the Holder hereof elects to convert this Debenture, or if less than the entire principal amount hereof is registered at to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any March 15 or September 15 next preceding any April 1 or October 1 to the opening of business on such April 1 or October 1 (unless this Debenture or the portion thereof being converted has been called for redemption on a Special Record Date date fixed for redemption within such period), also accompanied by payment in New York Clearing House or other funds acceptable to the Company of an amount equal to the interest payable on such April 1 or October 1 on the principal amount of this Debenture then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the March 15 or September 15 next preceding any April 1 or October 1 and on or before such Defaulted Interest April 1 or October 1, to the right of the Holder of this Debenture (or any Predecessor Debenture) of record at such March 15 or September 15 to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be fixed by made on conversion for interest accrued hereon or for dividends on the TrusteeCommon Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, notice whereof shall be given to Holders of Debentures not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements but instead of any securities exchange on which fractional interest, the Debentures may be listed, and upon such notice Company shall pay a cash adjustment as may be required by such exchange, all as more fully provided in the Indenture. The Company shall have the right at any time during the term of this Debenture, from time to time, to extend the interest payment period of such Debenture for up to 20 consecutive quarters with respect to each deferral period (each such deferral period, an "EXTENSION PERIOD"), during which periods the Company shall have the right not to make payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest, if any, thereon to the extent permitted by applicable law); PROVIDED that during any such Extension Period, the Company will not, and will not permit any Subsidiary to (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock or (b) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank PARI PASSU with or junior to the Debentures (other than (i) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment Conversion Price is made by way of securities (including capital stock) that rank PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or purchases of any rights pursuant to a stockholder rights agreement and the declaration of a dividend of such rights or the issuance of preferred stock under such plan in the future, (iii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans for its directors, officers or employees, (v) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one series or class of the Company's capital stock for another series or class of the Company's capital stock and (vi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period, PROVIDED that no Extension Period shall exceed 20 consecutive quarters or extend beyond the Stated Maturity of this Debenture. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period except at the end thereof. The Company shall give the Trustee, the Property Trustee and the Administrative Trustees notice of its selection of an Extension Period at least one Business Day prior to the earlier of (i) the record date for the date the distributions on the Preferred Securities (or if no Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Extension Period or (ii) the date the Property Trustee of the Dura Automotive Systems Capital Trust is (or if no Preferred Securities are outstanding, the Debenture Trustee is) required to give notice to NYSE or other applicable self-regulatory organizations or to holders of such Preferred Securities (or, if no Preferred Securities are outstanding, to the Holders of such Debentures) of the record date. Payment of the principal of (and premium, if any) and interest on this Debenture will be made to the Depositary Trust Company or its nominee and in such coin or currency of the United States of America adjustment as at the time of payment is legal tender for payment of public and private debts PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made (a) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (b) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register. The indebtedness evidenced by this Debenture is, to the extent provided in the Indenture. In addition, subordinate and subject the Indenture provides that in right case of payments certain consolidations or mergers to which the prior payment in full Company is a party or the transfer of substantially all Senior Debt (as defined in the Indenture), and this Debenture is issued subject to the provisions of the assets of the Company, the Indenture with respect thereto. Each Holder shall be amended, without the consent of any Holders of Debentures, so that this Debenture, by accepting if then outstanding, will be convertible thereafter, during the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as period this Debenture may be necessary converted as specified above, into the kind and amount of securities, cash and other property receivable upon the consolidation, merger or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, transfer by his acceptance hereof, waives all notice a holder of the acceptance number of the subordination provisions contained herein and in the Indenture shares of Common Stock into which this Debenture might have been converted immediately prior to such consolidation, merger or transfer. The Debentures are subject to redemption upon not less than 30 nor more than 60 days' notice by each holder of Senior Debtmail, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. At at any time on or after ___________ __October 1, _____1995, the Company may, at its option, subject to the terms and conditions of Article 11 of the Indenture, redeem this Debenture in as a whole at any time or in part from time to timepart, at the Redemption Prices set forth in Section 11.8 of the Indenture. In the event of redemption of this Debenture in part only, a new Debenture or Debentures for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If a Special Event shall occur and be continuing, this Debenture shall be exchangeable for Preferred Securities in accordance with Section 11.9 of the Indenture or, in certain circumstances, redeemable by the Company in accordance with Section 11.8 of the Indenture. Subject to the terms and conditions set forth in Article 13 of the Indenture, this Debenture is convertible, at the option of the Holder, hereof into shares of Class A Common Stock. If a Debenture Event of Default shall occur and be continuing, the principal of the Debentures may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for satisfaction, discharge and defeasance of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debentures to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Debentures. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all Debentures, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Debenture and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture. As provided in and subject to the provisions of the Indenture, if a Debenture Event of Default shall occur and be continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures may declare the principal amount of all the Debentures to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), PROVIDED that, if a Debenture Event of Default shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures fail to declare the principal of all the Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified amount) of and the accrued interest (including any Additional Interest) on all the Debentures shall become immediately due and payable, PROVIDED that the payment of principal and interest (including any Additional Interest) on such Debentures shall remain subordinated to the extent provided in Article 12 of the Indenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation election of the Company, which is absolute and unconditional, to pay at the following Redemption Prices (expressed as percentages of the principal of (and premium, amount) if any) and interest on this Debenture at redeemed during the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debenture is registrable in the Securities Register, upon surrender of this Debenture for registration of transfer at the office or agency 12-month period beginning October 1 of the Company maintained under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Debenture for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Debentures are issuable only in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debentures are exchangeable for a like aggregate principal amount of Debentures of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Debenture or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Debenture agree that for United States Federal, state and local tax purposes it is intended that this Debenture constitute indebtedness. THE INDENTURE AND THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. ASSIGNMENT FORM To assign this Debenture, fill in the form belowyears indicated:

Form of Reverse of Debenture. This Senior Debenture is one of a duly authorized issue series of Debentures Securities of the Company (herein sometimes referred to as the "DEBENTURESSenior Debentures") limited to the aggregate principal amount of $51,500,000 ($59,225,000 if the Underwriters' over-allotment option is exercised in full), issued and to be all issued under a Junior Convertible Subordinated Indenture, and pursuant to an Indenture dated as of March __November 1, 1998 1998, duly executed and delivered between the Company and The Chase Manhattan Bank, as Trustee (the "INDENTURETrustee"), as supplemented by the First Supplemental Indenture dated as of November 1, 1998, between the Company and The First National Bank of Chicagothe Trustee (such Indenture, as Trustee (herein called so supplemented, the "TRUSTEE," which term includes any successor trustee under the Indenture"), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Senior Debentures, and . By the terms of the terms upon which Indenture, the Debentures areSecurities are issuable in series that may vary as to amount, and are to bedate of maturity, authenticated and delivered. All terms used in this Debenture that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The amount rate of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. For periods less than a full month, interest shall be computed on the actual number of elapsed days over 360 days. In the event that any date on which interest is payable on this Debenture is not a Business Day, then payment of the interest on such date will be made on the next succeeding day which is a Business Day (and without any interest or in other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, respects as provided in the Indenture, be paid to the Person . This series of Securities is limited in whose name this Debenture (or one or more Predecessor Debentures, aggregate principal amount as defined specified in the Indenture) is registered at the close of business on the Regular Record Date, for such interest installment which shall be the date which is the Business Day next preceding such Interest Payment Date. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the said First Supplemental Indenture. The Company shall have the right at any time during the term of to redeem this Debenture, from time to time, to extend the interest payment period of such Senior Debenture for up to 20 consecutive quarters with respect to each deferral period (each such deferral period, an "EXTENSION PERIOD"), during which periods the Company shall have the right not to make payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest, if any, thereon to the extent permitted by applicable law); PROVIDED that during any such Extension Period, the Company will not, and will not permit any Subsidiary to (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock or (b) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank PARI PASSU with or junior to the Debentures (other than (i) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or purchases of any rights pursuant to a stockholder rights agreement and the declaration of a dividend of such rights or the issuance of preferred stock under such plan in the future, (iii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans for its directors, officers or employees, (v) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one series or class of the Company's capital stock for another series or class of the Company's capital stock and (vi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period, PROVIDED that no Extension Period shall exceed 20 consecutive quarters or extend beyond the Stated Maturity of this Debenture. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period except at the end thereof. The Company shall give the Trustee, the Property Trustee and the Administrative Trustees notice of its selection of an Extension Period at least one Business Day prior to the earlier of (i) the record date for the date the distributions on the Preferred Securities (or if no Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Extension Period or (ii) the date the Property Trustee of the Dura Automotive Systems Capital Trust is (or if no Preferred Securities are outstanding, the Debenture Trustee is) required to give notice to NYSE or other applicable self-regulatory organizations or to holders of such Preferred Securities (or, if no Preferred Securities are outstanding, to the Holders of such Debentures) of the record date. Payment of the principal of (and premium, if any) and interest on this Debenture will be made to the Depositary Trust Company or its nominee and 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 PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made (a) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (b) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register. The indebtedness evidenced by this Debenture isCompany, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Debt (as defined in the Indenture), and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Debenture, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. At any time on or after ___________ __, _____, the Company may, at its option, subject to the terms and conditions of Article 11 of the Indenture, redeem this Debenture in whole at any time or in part from time to timetime (an "Optional Redemption"), at a redemption price equal to the greater of (i) 100% of the principal amount and (ii) the sum of the present values of the remaining scheduled payments of principal and interest hereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture) plus 20 basis points, plus, in either case, any accrued but unpaid interest hereon to the date of such redemption (the "Optional Redemption Price"). Any redemption pursuant to this paragraph will be made upon not less than 30 nor more than 60 days' notice, at the Optional Redemption Prices set forth in Section 11.8 of Price. If the IndentureSenior Debentures are only partially redeemed by the Company pursuant to an Optional Redemption, the particular Senior Debentures to be redeemed will be selected by such method as the Trustee shall deem fair and appropriate. In the event of redemption of this Senior Debenture in part only, a new Senior Debenture or Senior Debentures for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If a Special In case an Event shall occur and be continuingof Default, this Debenture shall be exchangeable for Preferred Securities as defined in accordance with Section 11.9 of the Indenture or, in certain circumstances, redeemable by the Company in accordance with Section 11.8 of the Indenture. Subject to the terms and conditions set forth in Article 13 of the Indenture, this Debenture is convertible, at the option of the Holder, hereof into shares of Class A Common Stock. If a Debenture Event of Default shall occur have occurred and be continuing, the principal of all of the Senior Debentures may be declared declared, and upon such declaration shall become, due and payable payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for satisfactionpermitting the Company and the Trustee, discharge and defeasance with the consent of the entire indebtedness Holders of this Debenture upon compliance by not less than a majority in aggregate principal amount of the Company with certain conditions set forth Senior Debentures affected at the time Outstanding, as defined in the Indenture. The Indenture permits, with certain exceptions as therein provided, to execute supplemental indentures for the amendment thereof and the modification purpose of adding any provisions to or changing in any manner or eliminating any of the rights and obligations provisions of the Company and Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Debentures Senior Debentures; provided, however, that no such supplemental indenture shall (i) change the Stated Maturity of the principal of, or any installment of interest on, any Senior Debentures, or reduce the principal amount thereof, or reduce the rate of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Holder of each Senior Debenture, or (ii) reduce the aforesaid percentage in principal amount of Senior Debentures, the Holders of which are required to be affected under the Indenture at consent to any time by the Company and the Trustee with such supplemental indenture, without the consent of the Holders of a majority in principal amount of the Debentureseach Senior Debenture then outstanding. The Indenture also contains provisions permitting the Holders of specified percentages a majority in aggregate principal amount of the Senior Debentures at the time Outstandingoutstanding affected thereby, on behalf of all of the Holders of all the Senior Debentures, to waive compliance by any past default in the Company with certain provisions performance of any of the Indenture and certain past defaults under covenants contained in the Indenture, or established pursuant to the Indenture with respect to the Senior Debentures, and their its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Senior Debentures or in respect of a covenant or provision that cannot be modified or amended without the consent of the Holders of each Senior Debenture then outstanding. Any such consent or waiver by the registered Holder of this Senior Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon the such Holder of this Debenture and upon all future Holders and owners of this Senior Debenture and of any Senior Debenture issued upon the in exchange herefor or in place hereof (whether by registration of transfer hereof or in exchange therefor or in lieu hereofotherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Senior Debenture. As provided in and subject to the provisions of the Indenture, if a Debenture Event of Default shall occur and be continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures may declare the principal amount of all the Debentures to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), PROVIDED that, if a Debenture Event of Default shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures fail to declare the principal of all the Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified amount) of and the accrued interest (including any Additional Interest) on all the Debentures shall become immediately due and payable, PROVIDED that the payment of principal and interest (including any Additional Interest) on such Debentures shall remain subordinated to the extent provided in Article 12 of the Indenture. No reference herein to the Indenture and no provision of this Senior Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) , and interest on this Senior Debenture at the times, time and place and rate, at the rate and in the coin or currency, money herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Senior Debenture is registrable in transferable by the Securities Registerregistered Holder hereof on the Security Register of the Company, upon surrender of this Senior Debenture for registration of transfer at the office or agency of the Company maintained under Section 10.2 in the City and State of the Indenture duly endorsed by, or New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and or the Securities Registrar Trustee duly executed by, by the registered Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, Senior Debentures of authorized denominations and for the same aggregate principal amount, amount will be issued to the designated transferee or transferees. No service charge shall will be made for any such registration of transfer or exchangetransfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewithrelation thereto. Prior to due presentment of this Debenture for registration of transfertransfer of this Senior Debenture, the Company, the Trustee Trustee, any paying agent and any agent of the Company or the Trustee Security Registrar may deem and treat the Person in whose name this Debenture is registered holder hereof as the absolute owner hereof for all purposes, (whether or not this Senior Debenture shall be overdueoverdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company, Company nor the Trustee nor any such paying agent nor any Security Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Senior Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The Senior Debentures are issuable only in registered form without coupons in denominations of $25 1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations herein and therein set forth, Senior Debentures so issued are exchangeable for a like aggregate principal amount of Senior Debentures of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of All terms used in this Senior Debenture or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Debenture agree that for United States Federal, state and local tax purposes it is intended that this Debenture constitute indebtedness. THE INDENTURE AND THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. ASSIGNMENT FORM To assign this Debenture, fill are defined in the form below:Indenture shall have the meanings assigned to them in the Indenture.

Form of Reverse of Debenture. This Debenture is one of a duly authorized issue of Debentures of the Company (the "DEBENTURES") limited to the aggregate principal amount of $51,500,000 __,000,000 ($59,225,000 __,000,000 if the Underwriters' over-allotment option is exercised in full), issued and to be issued under a Junior Convertible Subordinated Indenture, dated as of March ____________, 1998 1999 (the "INDENTURE"), between the Company and The First National Bank of ChicagoFirstar Bank, N.A., as Trustee (herein called the "TRUSTEE," which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Debentures, and of the terms upon which the Debentures are, and are to be, authenticated and delivered. All terms used in this Debenture that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. For periods less than a full month, interest shall be computed on the actual number of elapsed days over 360 days. In the event that any date on which interest is payable on this Debenture is not a Business Day, then payment of the interest on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures, as defined in the Indenture) is registered at the close of business on the Regular Record Date, for such interest installment which shall be the date which is the Business Day next preceding such Interest Payment Date. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The Company shall have the right at any time during the term of this Debenture, from time to time, to extend the interest payment period of such Debenture for up to 20 consecutive quarters with respect to each deferral period (each such deferral period, an "EXTENSION PERIOD"), during which periods the Company shall have the right not to make payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest, if any, thereon to the extent permitted by applicable law); PROVIDED that during any such Extension Period, the Company will not, and will not permit any Subsidiary to (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock or (b) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank PARI PASSU with or junior to the Debentures (other than (i) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or purchases of any rights pursuant to a stockholder rights agreement and the declaration of a dividend of such rights or the issuance of preferred stock under such plan in the future, (iii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans for its directors, officers or employees, (v) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one series or class of the Company's capital stock for another series or class of the Company's capital stock and (vi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period, PROVIDED that no Extension Period shall exceed 20 consecutive quarters or extend beyond the Stated Maturity of this Debenture. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period except at the end thereof. The Company shall give the Trustee, the Property Trustee and the Administrative Trustees notice of its selection of an Extension Period at least one Business Day prior to the earlier of (i) the record date for the date the distributions on the Preferred Securities (or if no Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Extension Period or (ii) the date the Property Trustee of the Dura Automotive Systems Dayton Superior Capital Trust is (or if no Preferred Securities are outstanding, the Debenture Trustee is) required to give notice to NYSE or other applicable self-regulatory organizations or to holders of such Preferred Securities (or, if no Preferred Securities are outstanding, to the Holders of such Debentures) of the record date. Payment of the principal of (and premium, if any) and interest on this Debenture will be made to the Depositary Trust Company or its nominee and 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 PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made (a) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (b) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register. The indebtedness evidenced by this Debenture is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Debt (as defined in the Indenture), and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Debenture, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. At any time on or after ___________ __, _____2002, the Company may, at its option, subject to the terms and conditions of Article 11 of the Indenture, redeem this Debenture in whole at any time or in part from time to time, at the Redemption Prices set forth in Section 11.8 of the Indenture. In the event of redemption of this Debenture in part only, a new Debenture or Debentures for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If a Special Event shall occur and be continuing, this Debenture shall be exchangeable for Preferred Securities in accordance with Section 11.9 of the Indenture or, in certain circumstances, redeemable by the Company in accordance with Section 11.8 of the Indenture. Subject to the terms and conditions set forth in Article 13 of the Indenture, this Debenture is convertible, at the option of the Holder, hereof into shares of Class A Common Stock. If a Debenture Event of Default shall occur and be continuing, the principal of the Debentures may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for satisfaction, discharge and defeasance of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debentures to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Debentures. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all Debentures, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Debenture and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture. As provided in and subject to the provisions of the Indenture, if a Debenture Event of Default shall occur and be continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures may declare the principal amount of all the Debentures to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), PROVIDED that, if a Debenture Event of Default shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures fail to declare the principal of all the Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified amount) of and the accrued interest (including any Additional Interest) on all the Debentures shall become immediately due and payable, PROVIDED that the payment of principal and interest (including any Additional Interest) on such Debentures shall remain subordinated to the extent provided in Article 12 of the Indenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Debenture at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debenture is registrable in the Securities Register, upon surrender of this Debenture for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Debenture for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Debentures are issuable only in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debentures are exchangeable for a like aggregate principal amount of Debentures of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Debenture or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Debenture agree that for United States Federal, state and local tax purposes it is intended that this Debenture constitute indebtedness. THE INDENTURE AND THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS OHIO WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. ASSIGNMENT FORM To assign this Debenture, fill in the form below:

Form of Reverse of Debenture. This Debenture is one of ----------------------------- a duly authorized issue of Debentures of the Company designated as its % Convertible Subordinated Debentures Due 2005 (herein called the "DEBENTURESDebentures") ), limited to the in aggregate principal amount to $25,000,000 (subject to increase as provided in the Indenture of up to $51,500,000 ($59,225,000 if the Underwriters' over-allotment option is exercised in full28,750,000 aggregate principal amount), issued and to be issued under a Junior Convertible Subordinated Indenture, an Indenture dated as of March __, 1998 1995 (herein called the "INDENTUREIndenture"), between the Company and The First National Bank of Chicago, as Trustee (herein called the "TRUSTEE," Trustee", which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Debentures, Debentures and of the terms upon which the Debentures are, and are to be, authenticated and delivered. All terms used in this Debenture that are defined in Subject to and upon compliance with the Indenture shall have the meanings assigned to them in provisions of the Indenture. The amount , the Holder of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. For periods less than a full month, interest shall be computed on the actual number of elapsed days over 360 days. In the event that any date on which interest is payable on this Debenture is not entitled, at such Holder's option, at any time on or before the close of business on , 2005, or, in case this Debenture or a Business Dayportion hereof is called for redemption, then payment of the interest on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any this Debenture or such delay) with portion hereof until and including, but (unless the same force and effect as if made on the date Company defaults in making the payment was originally payable. The interest installment so payabledue upon redemption) not after, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures, as defined in the Indenture) is registered at the close of business on the Regular Record Date, for such interest installment which shall be the date which is the Business Day next preceding such Interest Payment Date. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The Company shall have the right at any time during the term of this Debenture, from time to time, to extend the interest payment period of such Debenture for up to 20 consecutive quarters with respect to each deferral period (each such deferral period, an "EXTENSION PERIOD"), during which periods the Company shall have the right not to make payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest, if any, thereon to the extent permitted by applicable law); PROVIDED that during any such Extension Period, the Company will not, and will not permit any Subsidiary to (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock or (b) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank PARI PASSU with or junior to the Debentures (other than (i) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or purchases of any rights pursuant to a stockholder rights agreement and the declaration of a dividend of such rights or the issuance of preferred stock under such plan in the future, (iii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans for its directors, officers or employees, (v) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one series or class of the Company's capital stock for another series or class of the Company's capital stock and (vi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period, PROVIDED that no Extension Period shall exceed 20 consecutive quarters or extend beyond the Stated Maturity of this Debenture. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period except at the end thereof. The Company shall give the Trustee, the Property Trustee and the Administrative Trustees notice of its selection of an Extension Period at least one Business Day prior to the earlier of (i) the record date for the date the distributions on the Preferred Securities Redemption Date, to convert this Debenture (or if no Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Extension Period or (ii) the date the Property Trustee of the Dura Automotive Systems Capital Trust is (or if no Preferred Securities are outstanding, the Debenture Trustee is) required to give notice to NYSE or other applicable self-regulatory organizations or to holders of such Preferred Securities (or, if no Preferred Securities are outstanding, to the Holders of such Debentures) of the record date. Payment any portion of the principal amount hereof which is $1,000 or any integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and nonassessable shares (and premium, if any) and interest on this Debenture will be made calculated as to each conversion to the Depositary Trust Company or its nominee and in such coin or currency nearest 1/100 of the United States a share) of America as at the time of payment is legal tender for payment of public and private debts PROVIDED, HOWEVER, that at the option Common Stock of the Company payment at a conversion price equal to $ aggregate principal amount of interest may be Debentures for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made (a) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (b) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register. The indebtedness evidenced by this Debenture is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Debt (as defined in the Indenture), and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder ) by surrender of this Debenture, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary duly endorsed or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. At any time on or after ___________ __, _____, the Company may, at its option, subject to the terms and conditions of Article 11 of the Indenture, redeem this Debenture in whole at any time or in part from time to time, at the Redemption Prices set forth in Section 11.8 of the Indenture. In the event of redemption of this Debenture in part only, a new Debenture or Debentures for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If a Special Event shall occur and be continuing, this Debenture shall be exchangeable for Preferred Securities in accordance with Section 11.9 of the Indenture or, in certain circumstances, redeemable by the Company in accordance with Section 11.8 of the Indenture. Subject to the terms and conditions set forth in Article 13 of the Indenture, this Debenture is convertible, at the option of the Holder, hereof into shares of Class A Common Stock. If a Debenture Event of Default shall occur and be continuing, the principal of the Debentures may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for satisfaction, discharge and defeasance of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debentures to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Debentures. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all Debentures, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Debenture and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture. As provided in and subject to the provisions of the Indenture, if a Debenture Event of Default shall occur and be continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures may declare the principal amount of all the Debentures to be due and payable immediately, by a notice in writing assigned to the Company (and to the Trustee if given by Holders)or in blank, PROVIDED that, if a Debenture Event of Default shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures fail to declare the principal of all the Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified amount) of and the accrued interest (including any Additional Interest) on all the Debentures shall become immediately due and payable, PROVIDED that the payment of principal and interest (including any Additional Interest) on such Debentures shall remain subordinated to the extent provided in Article 12 of the Indenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Debenture at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debenture is registrable in the Securities Register, upon surrender of this Debenture for registration of transfer at the office or agency of the Company maintained under Section 10.2 for that purpose in the City of New York or at any other office or agency maintained by the Indenture duly endorsed byCompany for such purpose, or accompanied by a written instrument of transfer in form satisfactory notice to the Company and the Securities Registrar duly executed by, that the Holder hereof elects to convert this Debenture or, if less than the entire principal amount hereof is to be converted the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (unless this Debenture or his attorney duly authorized the portion hereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in writingNew York Clearing House or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Debenture then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and thereupon one on or more new before such Interest Payment Date, to the right of the Holder of this Debenture (or any Predecessor Debenture) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in the indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that, in case of certain consolidations or mergers to which the Company is a party or the conveyance or transfer of the properties and assets of the Company substantially as an entirety, the Indenture shall be amended, without the consent of any Holders of Debentures, of authorized denominations and for the same aggregate principal amountso that this Debenture, if then outstanding, will be issued convertible thereafter, during the period this Debenture shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, conveyance or transfer by a holder of the number of shares of Common Stock of the Company into which this Debenture might have been converted immediately prior to such consolidation, merger, conveyance or transfer, assuming such holder of Common Stock of the Company failed to exercise his rights of election, if any, as to the designated transferee kind or transferees. No service charge shall be made amount of securities, cash and other property receivable upon such consolidation, merger, conveyance or transfer (provided that, if the kind or amount of securities, cash and other property so receivable is not the same for any such registration each nonelecting share of transfer or exchange, but the Company may require payment Common Stock of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Debenture for registration of transfer, the Company, then the Trustee kind and any agent amount of securities, cash and other property so receivable by each nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the Company or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrarynonelecting shares). The Debentures are issuable only in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debentures are exchangeable for a like aggregate principal amount of Debentures of a different authorized denominationredemption upon not less than 30 nor more than 60 days' notice by mail at any time, as requested by a whole or in part, at the Holder surrendering election of the same. The Company andCompany, by its acceptance at the following Redemption Prices (expressed as percentages of this Debenture or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Debenture agree that for United States Federal, state and local tax purposes it is intended that this Debenture constitute indebtedness. THE INDENTURE AND THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. ASSIGNMENT FORM To assign this Debenture, fill in principal amount) if redeemed during the form below12-month period beginning of the years indicated:

Form of Reverse of Debenture. SUBORDINATED DEBENTURE (CONTINUED) This Debenture is one of a duly authorized issue of Debentures the subordinated debentures of the Company (herein sometimes referred to as the "DEBENTURESDebentures") limited to the aggregate principal amount of $51,500,000 ($59,225,000 if the Underwriters' over-allotment option is exercised in full), specified in the Indenture, all issued and or to be issued under a Junior Convertible Subordinated Indenture, and pursuant to an Indenture dated as of March ________, 1998 2000 (the "INDENTUREIndenture"), ) duly executed and delivered between the Company and The First Union Trust Company, National Bank of ChicagoAssociation, as Trustee (herein called the "TRUSTEE," which term includes any successor trustee under the IndentureTrustee"), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders holders of the Debentures, and of the terms upon which the . The Debentures are, and are to be, authenticated and delivered. All terms used limited in this Debenture that are defined in the Indenture shall have the meanings assigned to them aggregate principal amount as specified in the Indenture. The amount Because of interest payable for any period will be computed on the basis occurrence and continuation of a 360-day year of twelve 30-day monthsSpecial Event, in certain circumstances, this Debenture may become due and payable at the principal amount together with any interest accrued thereon (the "Redemption Price"). For periods less than a full month, interest The Redemption Price shall be computed on the actual number of elapsed days over 360 days. In the event that any date on which interest is payable on this Debenture is not a Business Daypaid prior to 12:00 noon, then payment of the interest on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made Eastern Standard Time, time, on the date the payment was originally payable. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures, as defined in the Indenture) is registered at the close of business on the Regular Record Date, for such interest installment which shall be the date which is the Business Day next preceding such Interest Payment Date. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by redemption or at such earlier time as the Trustee, notice whereof shall be given to Holders of Debentures not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the IndentureCompany determines. The Company shall have the right at any time during the term of this Debenture, from time to time, to extend the interest payment period of such Debenture for up to 20 consecutive quarters with respect to each deferral period (each such deferral period, an "EXTENSION PERIOD"), during which periods the Company shall have the right not to make payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest, if any, thereon to the extent permitted by applicable law); PROVIDED that during any such Extension Period, the Company will not, and will not permit any Subsidiary to (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock or (b) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank PARI PASSU with or junior to the Debentures (other than (i) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or purchases of any rights pursuant to a stockholder rights agreement and the declaration of a dividend of such rights or the issuance of preferred stock under such plan in the future, (iii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans for its directors, officers or employees, (v) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one series or class of the Company's capital stock for another series or class of the Company's capital stock and (vi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period, PROVIDED that no Extension Period shall exceed 20 consecutive quarters or extend beyond the Stated Maturity of this Debenture. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period except at the end thereof. The Company shall give the Trustee, the Property Trustee and the Administrative Trustees notice of its selection of an Extension Period at least one Business Day prior to the earlier of (i) the record date for the date the distributions on the Preferred Securities (or if no Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Extension Period or (ii) the date the Property Trustee of the Dura Automotive Systems Capital Trust is (or if no Preferred Securities are outstanding, the Debenture Trustee is) required to give notice to NYSE or other applicable self-regulatory organizations or to holders of such Preferred Securities (or, if no Preferred Securities are outstanding, to the Holders of such Debentures) of the record date. Payment of the principal of (and premium, if any) and interest on this Debenture will be made to the Depositary Trust Company or its nominee and 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 PROVIDED, HOWEVER, that at the option of the Company payment Company, without premium or penalty, in whole or in part at anytime on or after June 30, 2005 (an "Optional Redemption"), or at any time in certain circumstances upon the occurrence of interest may be made (a) by check mailed a Special Event, at a Redemption Price equal to the address 100% of the Person entitled thereto as such address shall appear in the Securities Register or (b) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register. The indebtedness evidenced by this Debenture isprincipal amount plus any accrued but unpaid interest, to the extent provided in the Indenture, subordinate and subject in right date of payments such redemption. Any redemption pursuant to the prior payment in full of all Senior Debt (as defined in the Indenture), and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Debenture, by accepting the same, (a) agrees to and paragraph shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder made upon said provisions. At any time on or after ___________ __, _____, the Company may, at its option, subject to the terms and conditions of Article 11 of the Indenture, redeem this Debenture in whole at any time or in part from time to timenot less than 30 days nor more than 60 days notice, at the Redemption Prices set forth in Section 11.8 of Price. If the IndentureDebentures are only partially redeemed by the Company pursuant to an Optional Redemption, the Debentures shall be redeemed pro rata or by lot or by any other method utilized by the Trustee. In the event of redemption of this Debenture in part only, a new Debenture or Debentures for the unredeemed portion hereof will shall be issued in the name of the Holder holder hereof upon the cancellation hereof. If a Special In case an Event shall occur and be continuingof Default, this Debenture shall be exchangeable for Preferred Securities as defined in accordance with Section 11.9 of the Indenture or, in certain circumstances, redeemable by the Company in accordance with Section 11.8 of the Indenture. Subject to the terms and conditions set forth in Article 13 of the Indenture, this Debenture is convertible, at the option of the Holder, hereof into shares of Class A Common Stock. If a Debenture Event of Default shall occur have occurred and be continuing, the principal of all of the Debentures may be declared declared, and upon such declaration shall become, due and payable payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for satisfaction, discharge and defeasance of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of permitting the Company and the rights of the Holders of the Debentures to be affected under the Indenture at any time by the Company and the Trustee Trustee, with the consent of the Holders holders of not less than a majority in principal amount of the Debentures. The Indenture also contains provisions permitting Holders of specified percentages in aggregate principal amount of the Debentures at the time Outstandingoutstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of the Debentures except as provided in the Indenture, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Debenture so affected; or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debentures at the time outstanding, on behalf of all of the Holders holders of all the Debentures, to waive compliance by any past default in the Company with certain provisions performance of any of the Indenture covenants contained in the Indenture, or established pursuant to the Indenture, and certain past defaults under its consequences, except a default in the Indenture and their consequencespayment of the principal of or interest on any of the Debentures. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon the Holder of this Debenture such holder and upon all future Holders holders and owners of this Debenture and of any Debenture issued upon the in exchange herefor or in place hereof (whether by registration of transfer hereof or in exchange therefor or in lieu hereofotherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. As provided in and subject to the provisions of the Indenture, if a Debenture Event of Default shall occur and be continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures may declare the principal amount of all the Debentures to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), PROVIDED that, if a Debenture Event of Default shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures fail to declare the principal of all the Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified amount) of and the accrued interest (including any Additional Interest) on all the Debentures shall become immediately due and payable, PROVIDED that the payment of principal and interest (including any Additional Interest) on such Debentures shall remain subordinated to the extent provided in Article 12 of the Indenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Debenture at the times, time and place and rate, at the rate and in the coin or currency, money herein prescribed. Provided certain conditions are met, the Company shall have the right at any time during the term of the Debentures and from time to time to extend the interest payment period of such Debentures for up to 20 consecutive quarters (each, an "Extended Interest Payment Period"), at the end of which period the Company shall pay all interest then accrued and unpaid (together with interest thereon at the rate specified for the Debentures to the extent that payment of such interest is enforceable under applicable law). Before the termination of any such Extended Interest Payment Period, so long as no Event of Default shall have occurred and be continuing, the Company may further extend such Extended Interest Payment Period, provided that such Extended Interest Payment Period together with all such further extensions thereof shall not exceed 00 xxxxxxxxxxx xxxxxxxx, xxxxxx beyond the Stated Maturity or end on a date other than an Interest Payment Date. At the termination of any such Extended Interest Payment Period and upon the payment of all accrued and unpaid interest and any additional amounts then due and subject to the foregoing conditions, the Company may commence a new Extended Interest Payment Period. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debenture is registrable in transferable by the Securities Registerregistered holder hereof on the Debenture Register of the Company, upon surrender of this Debenture for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture duly endorsed by, or Trustee accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and or the Securities Registrar Trustee duly executed by, by the Holder registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, Debentures of authorized denominations and for the same aggregate principal amount, will amount shall be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchangetransfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewithrelation thereto. Prior to due presentment of this Debenture for registration of transfertransfer of this Debenture, the Company, the Trustee Trustee, any paying agent and any agent of the Company or the Trustee Debenture Registrar may deem and treat the Person in whose name this Debenture is registered holder hereof as the absolute owner hereof for all purposes, (whether or not this Debenture shall be overdueoverdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture Registrar) for the purpose of receiving payment of or on account of the principal hereof and interest due hereon and for all other purposes, and neither the Company, Company nor the Trustee nor any such paying agent nor any Debenture Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The Debentures are issuable only in registered form without coupons in denominations of $25 10 and any integral multiple thereof. As provided All terms used in this Debenture that are defined in the Indenture and subject shall have the meanings assigned to certain limitations therein set forth, Debentures are exchangeable for a like aggregate principal amount of Debentures of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Debenture or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Debenture agree that for United States Federal, state and local tax purposes it is intended that this Debenture constitute indebtedness. THE INDENTURE AND THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. ASSIGNMENT FORM To assign this Debenture, fill them in the form below:Indenture.

Form of Reverse of Debenture. This Debenture is one of a duly authorized issue series of Debentures Securities of the Company (herein sometimes referred to as the "DEBENTURESSecurities") limited to the aggregate principal amount of $51,500,000 ($59,225,000 if the Underwriters' over-allotment option is exercised in full), specified in the Indenture, all issued and or to be issued in one or more series under a Junior Convertible Subordinated Indenture, and pursuant to an Indenture dated as of March ______________ __, 1998 19__, duly executed and delivered between the Company and Norwest Bank Minnesota, National Association as Trustee (the "INDENTURETrustee"), as supplemented by the First Supplemented Indenture dated as of _______ __, 199_, between the Company and The First National Bank of Chicago, as the Trustee (herein called the Indenture as so supplemented, the "TRUSTEE," which term includes any successor trustee under the Indenture"), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Debentures, and Securities. By the terms of the terms upon which Indenture, the Debentures areSecurities are issuable in series that may vary as to amount, and are to bedate of maturity, authenticated and delivered. All terms used in this Debenture that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The amount rate of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. For periods less than a full month, interest shall be computed on the actual number of elapsed days over 360 days. In the event that any date on which interest is payable on this Debenture is not a Business Day, then payment of the interest on such date will be made on the next succeeding day which is a Business Day (and without any interest or in other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, respects as provided in the Indenture, be paid to the Person . This series of Securities is limited in whose name this Debenture (or one or more Predecessor Debentures, aggregate principal amount as defined specified in said First Supplemental Indenture. Except as provided in the Indenture) is registered at the close of business on the Regular Record Datenext paragraph, for such interest installment which shall be the date which is the Business Day next preceding such Interest Payment Date. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may not be listedredeemed by the Company prior to ____________, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture________. The Company shall have the right at any time during the term of this Debenture, from time to time, to extend the interest payment period of such Debenture for up to 20 consecutive quarters with respect to each deferral period (each such deferral period, an "EXTENSION PERIOD"), during which periods the Company shall have the right not to make payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest, if any, thereon to the extent permitted by applicable law); PROVIDED that during any such Extension Period, the Company will not, and will not permit any Subsidiary to (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock or (b) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank PARI PASSU with or junior to the Debentures (other than (i) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or purchases of any rights pursuant to a stockholder rights agreement and the declaration of a dividend of such rights or the issuance of preferred stock under such plan in the future, (iii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans for its directors, officers or employees, (v) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one series or class of the Company's capital stock for another series or class of the Company's capital stock and (vi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period, PROVIDED that no Extension Period shall exceed 20 consecutive quarters or extend beyond the Stated Maturity of this Debenture. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period except at the end thereof. The Company shall give the Trustee, the Property Trustee and the Administrative Trustees notice of its selection of an Extension Period at least one Business Day prior to the earlier of (i) the record date for the date the distributions on the Preferred Securities (or if no Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Extension Period or (ii) the date the Property Trustee of the Dura Automotive Systems Capital Trust is (or if no Preferred Securities are outstanding, the Debenture Trustee is) required to give notice to NYSE or other applicable self-regulatory organizations or to holders of such Preferred Securities (or, if no Preferred Securities are outstanding, to the Holders of such Debentures) of the record date. Payment of the principal of (and premium, if any) and interest on this Debenture will be made to the Depositary Trust Company or its nominee and 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 PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made (a) by check mailed Company, without premium or penalty, in whole or in part at any time and from time to the address of the Person entitled thereto as such address shall appear in the Securities Register or (b) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register. The indebtedness evidenced by this Debenture is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Debt (as defined in the Indenture), and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Debenture, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. At any time on or after ___________ __, _____, the Company may___ (an "Optional Redemption"), at its optiona redemption price equal to 100% of the principal amount plus any accrued but unpaid interest, subject including any Compounded Interest, if any, to the terms and conditions date of Article 11 of such redemption (the Indenture, redeem "Optional Redemption Price"). Any redemption pursuant to this Debenture in whole at any time or in part from time to timeparagraph will be made upon not less than 30 nor more than 60 days' notice, at the Optional Redemption Prices set forth in Section 11.8 of the IndenturePrice. In the event of redemption of this Debenture in part onlyIf, a new Debenture or Debentures for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If at any time, a Special Event (as defined below) shall occur or be continuing after receipt of a Dissolution Tax Opinion (as defined below) and either (a) (i) the Regular Trustees and the Company shall have received an opinion (a "Redemption Tax Opinion") of a nationally recognized independent tax counsel experienced in such matters that, as a result of a Tax Event (as defined herein), there is more than an insubstantial risk that the Company would be continuing, this Debenture shall be exchangeable precluded from deducting the interest on the Debentures for United States federal income tax purposes even after the Debentures were distributed to the Holders of Preferred Securities and Common Securities in accordance with Section 11.9 liquidation of the Indenture or, in certain circumstances, redeemable by the Company in accordance with Section 11.8 of the Indenture. Subject to the terms and conditions set forth in Article 13 of the Indenture, this Debenture is convertible, at the option of the Holder, hereof into shares of Class A Common Stock. If a Debenture Event of Default shall occur and be continuing, the principal of the Debentures may be declared due and payable such holder's interest in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for satisfaction, discharge and defeasance of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions Trust as set forth in the Indenture. The Indenture permitsDeclaration of Trust or (ii) the Regular Trustees shall have been informed by such tax counsel that a No Recognition Opinion (as defined below) cannot be delivered or (b) the Regular Trustee and the Company shall have received an opinion of an independent counsel experienced in such matters that, with certain exceptions as therein a result of an Investment Company Event (as defined below), there is more than an insubstantial risk that NSP Financing I would be considered an "investment company" and would be required to be registered under the Investment Company Act of 1940, as amended (the "1940 Act"), the Company shall have the right at any time, upon not less than 30 nor more than 60 days' notice, to redeem the Debentures in whole or in part for cash at the Optional Redemption Price within 90 days following the occurrence of such Special Event; provided, the amendment thereof and the modification of the rights and obligations of however, that, if at that time there is available to the Company and or the rights of Trust the opportunity to eliminate, within such 90 day period, the Special Event by taking some ministerial action ("Ministerial Action"), such as filing a form or making an election, or pursuing some other similar reasonable measure, which has no adverse effect on the Trust, the Company or the Holders of the Debentures to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Debentures. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Debentures at the time OutstandingPreferred Securities, on behalf of the Holders of all Debentures, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Debenture and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture. As provided in and subject to the provisions of the Indenture, if a Debenture Event of Default shall occur and be continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures may declare the principal amount of all the Debentures to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), PROVIDED that, if a Debenture Event of Default shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures fail to declare the principal of all the Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified amount) of and the accrued interest (including any Additional Interest) on all the Debentures shall become immediately due and payable, PROVIDED that the payment of principal and interest (including any Additional Interest) on such Debentures shall remain subordinated to the extent provided in Article 12 of the Indenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Debenture at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debenture is registrable in the Securities Register, upon surrender of this Debenture for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Debenture for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat Trust will pursue such measure in lieu of redemption and provided further that the Person in whose name this Debenture Company shall have no right to redeem the Debentures while the Trust is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor pursuing any such agent shall be affected by notice to the contrary. The Debentures are issuable only in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debentures are exchangeable for a like aggregate principal amount of Debentures of a different authorized denomination, as requested by the Holder surrendering the same. The Company and, by its acceptance of this Debenture or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Debenture agree that for United States Federal, state and local tax purposes it is intended that this Debenture constitute indebtedness. THE INDENTURE AND THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. ASSIGNMENT FORM To assign this Debenture, fill in the form below:Ministerial Action.

Form of Reverse of Debenture. This Debenture is one of a duly authorized issue of Debentures of the Company designated as its [ ]% Convertible Subordinated Debentures Due 2004 (herein called the "DEBENTURESDebentures") ), limited to the in aggregate principal amount to $60,000,000 (subject to increase as provided in the Indenture of up to $51,500,000 ($59,225,000 if the Underwriters' over-allotment option is exercised in full69,000,000 aggregate principal amount), issued and to be issued under a Junior Convertible Subordinated Indenture, an Indenture dated as of March __October 15, 1998 1997 (herein called the "INDENTUREIndenture"), between the Company and The First Union National Bank of ChicagoBank, as Trustee (herein called the "TRUSTEE," Trustee", which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Company holders of Senior Indebtedness and the Holders of the Debentures, Debentures and of the terms upon which the Debentures are, and are to be, authenticated and delivered. All terms used in this Debenture that are defined in Subject to and upon compliance with the Indenture shall have the meanings assigned to them in provisions of the Indenture. The amount , the Holder of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. For periods less than a full month, interest shall be computed on the actual number of elapsed days over 360 days. In the event that any date on which interest is payable on this Debenture is not entitled, at his option, at any time on or before the close of business on October 15, 2004, or, in case this Debenture or a Business Dayportion hereof is called for redemption, then payment of the interest on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any this Debenture or such delay) with portion hereof until and including, but (unless the same force and effect as if made on the date Company defaults in making the payment was originally payable. The interest installment so payabledue upon redemption) not after, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures, as defined in the Indenture) is registered at the close of business on the Regular Record Date, for such interest installment which shall be the date which is the Business Day next preceding such Interest Payment Date. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The Company shall have the right at any time during the term of this Debenture, from time to time, to extend the interest payment period of such Debenture for up to 20 consecutive quarters with respect to each deferral period (each such deferral period, an "EXTENSION PERIOD"), during which periods the Company shall have the right not to make payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest, if any, thereon to the extent permitted by applicable law); PROVIDED that during any such Extension Period, the Company will not, and will not permit any Subsidiary to (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock or (b) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank PARI PASSU with or junior to the Debentures (other than (i) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or purchases of any rights pursuant to a stockholder rights agreement and the declaration of a dividend of such rights or the issuance of preferred stock under such plan in the future, (iii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans for its directors, officers or employees, (v) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one series or class of the Company's capital stock for another series or class of the Company's capital stock and (vi) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period, PROVIDED that no Extension Period shall exceed 20 consecutive quarters or extend beyond the Stated Maturity of this Debenture. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period except at the end thereof. The Company shall give the Trustee, the Property Trustee and the Administrative Trustees notice of its selection of an Extension Period at least one Business Day prior to the earlier of (i) the record date for the date the distributions on the Preferred Securities Redemption Date, to convert this Debenture (or if no Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Extension Period or (ii) the date the Property Trustee of the Dura Automotive Systems Capital Trust is (or if no Preferred Securities are outstanding, the Debenture Trustee is) required to give notice to NYSE or other applicable self-regulatory organizations or to holders of such Preferred Securities (or, if no Preferred Securities are outstanding, to the Holders of such Debentures) of the record date. Payment any portion of the principal amount hereof which is $1,000 or any integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and nonassessable shares (and premium, if any) and interest on this Debenture will be made calculated as to each conversion to the Depositary Trust Company or its nominee and in such coin or currency nearest 1/100 of the United States a share) of America as at the time of payment is legal tender for payment of public and private debts PROVIDED, HOWEVER, that at the option Common Stock of the Company payment at a conversion price equal to $[ ] aggregate principal amount of interest may be Debentures for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made (a) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (b) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register. The indebtedness evidenced by this Debenture is, to the extent provided in the Indenture, subordinate and subject in right of payments to the prior payment in full of all Senior Debt (as defined in the Indenture), and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder ) by surrender of this Debenture, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary duly endorsed or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. At any time on or after ___________ __, _____, the Company may, at its option, subject to the terms and conditions of Article 11 of the Indenture, redeem this Debenture in whole at any time or in part from time to time, at the Redemption Prices set forth in Section 11.8 of the Indenture. In the event of redemption of this Debenture in part only, a new Debenture or Debentures for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If a Special Event shall occur and be continuing, this Debenture shall be exchangeable for Preferred Securities in accordance with Section 11.9 of the Indenture or, in certain circumstances, redeemable by the Company in accordance with Section 11.8 of the Indenture. Subject to the terms and conditions set forth in Article 13 of the Indenture, this Debenture is convertible, at the option of the Holder, hereof into shares of Class A Common Stock. If a Debenture Event of Default shall occur and be continuing, the principal of the Debentures may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for satisfaction, discharge and defeasance of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debentures to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Debentures. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all Debentures, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Debenture and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture. As provided in and subject to the provisions of the Indenture, if a Debenture Event of Default shall occur and be continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures may declare the principal amount of all the Debentures to be due and payable immediately, by a notice in writing assigned to the Company (and to the Trustee if given by Holders)or in blank, PROVIDED that, if a Debenture Event of Default shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures fail to declare the principal of all the Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified amount) of and the accrued interest (including any Additional Interest) on all the Debentures shall become immediately due and payable, PROVIDED that the payment of principal and interest (including any Additional Interest) on such Debentures shall remain subordinated to the extent provided in Article 12 of the Indenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Debenture at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debenture is registrable in the Securities Register, upon surrender of this Debenture for registration of transfer at the office or agency of the Company maintained under Section 10.2 for that purpose in the City of Philadelphia or the Indenture duly endorsed byCity of New York and at any other office or agency maintained by the Company for such purpose, or accompanied by a written instrument of transfer in form satisfactory notice to the Company and the Securities Registrar duly executed by, that the Holder hereof elects to convert this Debenture or, if less than the entire principal amount hereof is to be converted the portion hereof to be converted, and, in case such surrender shall be made during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (unless this Debenture or his attorney duly authorized the portion hereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in writingNew York Clearing House or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Debenture then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and thereupon one on or more new before such Interest Payment Date, to the right of the Holder of this Debenture (or any Predecessor Debenture) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made on conversion for interest accrued hereon or for dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest the Company shall pay a cash adjustment as provided in the indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that, in case of certain consolidations or mergers to which the Company is a party or the conveyance or transfer of the properties and assets of the Company substantially as an entirety, the Indenture shall be amended, without the consent of any Holders of Debentures, of authorized denominations and for the same aggregate principal amountso that this Debenture, if then outstanding, will be issued convertible thereafter, during the period this Debenture shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger, conveyance or transfer by a holder of the number of shares of Common Stock of the Company into which this Debenture might have been converted immediately prior to such consolidation, merger, conveyance or transfer, assuming such holder of Common Stock of the Company failed to exercise his rights of election, if any, as to the designated transferee kind or transferees. No service charge shall be made amount of securities, cash and other property receivable upon such consolidation, merger, conveyance or transfer (provided that, if the kind or amount of securities, cash and other property so receivable is not the same for any such registration each nonelecting share of transfer or exchange, but the Company may require payment Common Stock of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Debenture for registration of transfer, the Company, then the Trustee kind and any agent amount of securities, cash and other property so receivable by each nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the Company or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrarynonelecting shares). The Debentures are issuable only in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debentures are exchangeable for a like aggregate principal amount of Debentures of a different authorized denominationredemption upon not less than 30 nor more than 60 days' notice by mail at any time, as requested by a whole or in part, at the Holder surrendering election of the same. The Company andCompany, by its acceptance at the following Redemption Prices (expressed as percentages of this Debenture or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Debenture agree that for United States Federal, state and local tax purposes it is intended that this Debenture constitute indebtedness. THE INDENTURE AND THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. ASSIGNMENT FORM To assign this Debenture, fill in principal amount) if redeemed during the form below12-month period beginning October 15 of the years indicated: