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                                                                    Exhibit 4.03

                 WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

                                  $150,000,000

                          6 7/8% Senior Notes due 2013

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
                   ------------------------------------------

                                                                  August 6, 2003

J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
BNY CAPITAL MARKETS, INC.
MORGAN KEEGAN & COMPANY, INC.
ABN AMRO INCORPORATED
BB&T CAPITAL MARKETS, a DIVISION OF SCOTT & STRINGFELLOW, INC.
NATCITY INVESTMENTS, INC.
PNC CAPITAL MARKETS, INC.
c/o J.P. Morgan Securities Inc., as Representative of the Initial Purchasers
270 Park Avenue, 5th floor
New York, New York 10017

Ladies and Gentlemen:

          Westinghouse Air Brake Technologies Corporation, a Delaware
corporation (the "Company"), proposes to issue and sell to J.P. Morgan
Securities Inc., Morgan Stanley & Co. Incorporated, BNY Capital Markets, Inc.,
Morgan Keegan & Company, Inc., ABN AMRO Incorporated, BB&T Capital Markets, a
division of Scott & Stringfellow, Inc., NatCity Investments, Inc. and PNC
Capital Markets, Inc. (the "Initial Purchasers"), upon the terms and subject to
the conditions set forth in a purchase agreement dated July 23, 2003 (the
"Purchase Agreement") among the Company, the guarantors listed in Schedule I
hereto (the "Guarantors", and together with the Company, the "Issuers") and the
Initial Purchasers, $150,000,000 aggregate principal amount of its 6 7/8% Senior
Notes due 2013 (the "Notes"). The Notes will be guaranteed on an unsecured
senior basis (the "Guarantees" and, together with the Notes, the "Securities")
by the Guarantors. Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Purchase Agreement.

          As an inducement to the Initial Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the Initial
Purchasers thereunder, the Issuers agree with the Initial Purchasers, for the
benefit of the holders (including the Initial Purchasers) of the Securities, the
Exchange Securities (as defined herein) and the Private Exchange Securities (as
defined herein) (collectively, the "Holders"), as follows:

          1.   Registered Exchange Offer. The Issuers shall (i) prepare and, not
later than 105 days following the date of original issuance of the Securities
(the "Issue Date"), file

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with the Commission a registration statement (the "Exchange Offer Registration
Statement") on an appropriate form under the Securities Act with respect to a
proposed offer to the Holders of the Securities (the "Registered Exchange
Offer") to issue and deliver to such Holders, in exchange for the Securities, a
like aggregate principal amount of debt securities of the Company that are
identical in all material respects to the Notes with the Guarantees of the
Guarantors (the "Exchange Securities"), except that the Exchange Securities will
not contain terms with respect to transfer restrictions or registration rights,
(ii) use their reasonable best efforts to cause the Exchange Offer Registration
Statement to become effective under the Securities Act no later than 150 days
after the Issue Date and the Registered Exchange Offer to be consummated no
later than 180 days after the Issue Date and (iii) keep the Exchange Offer
Registration Statement effective for not less than 20 business days (or longer,
if required by applicable law) after the date on which notice of the Registered
Exchange Offer is mailed to the Holders (such period being called the "Exchange
Offer Registration Period"). The Exchange Securities will be issued under the
Indenture or an indenture (the "Exchange Securities Indenture") among the
Company, the Guarantors party thereto and the Trustee or such other bank or
trust company that is reasonably satisfactory to the Initial Purchasers, as
trustee (the "Exchange Securities Trustee"), such indenture to be identical in
all material respects to the Indenture, except for the transfer restrictions
relating to the Securities (as described above).

          Upon the effectiveness of the Exchange Offer Registration Statement,
the Issuers shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to
exchange Securities for Exchange Securities (assuming that such Holder (a) is
not an affiliate (as defined in Rule 405 under the Securities Act) of the
Issuers or an Exchanging Dealer (as defined herein) not complying with the
requirements of the next sentence, (b) is not an Initial Purchaser holding
Securities that have, or that are reasonably likely to have, the status of an
unsold allotment in an initial distribution, (c) acquires the Exchange
Securities in the ordinary course of such Holder's business and (d) has no
arrangements or understandings with any person to participate in the
distribution of the Exchange Securities) and to trade such Exchange Securities
from and after their receipt without any limitations or restrictions under the
Securities Act and without material restrictions under the securities laws of
the several states of the United States. Each Issuer, the Initial Purchasers and
each Exchanging Dealer acknowledges that, pursuant to current interpretations by
the Commission's staff of Section 5 of the Securities Act, (i) each Holder that
is a broker-dealer electing to exchange Securities acquired for its own account
as a result of market-making activities or other trading activities for Exchange
Securities (an "Exchanging Dealer") is required to deliver a prospectus
containing substantially the information set forth in Annex A hereto on the
cover of such prospectus, in Annex B hereto in the "Exchange Offer Procedures"
and the "Purpose of the Exchange Offer" sections of such prospectus, and in
Annex C hereto in the "Plan of Distribution" section of such prospectus in
connection with a sale of any such Exchange Securities received by such
Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if any
Initial Purchaser elects to sell Private Exchange Securities (as defined below)
acquired in exchange for Securities constituting any portion of an unsold
allotment, such Initial Purchaser is required to deliver a prospectus containing
the information required by Items 507 and 508 of Regulation S-K under the
Securities Act and the Exchange Act ("Regulation S-K"), as applicable, in
connection with such sale.

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          If, prior to the consummation of the Registered Exchange Offer, any
Holder holds any Securities acquired by it that have, or that are reasonably
likely to be determined to have, the status of an unsold allotment in an initial
distribution, or any Holder is not entitled to participate in the Registered
Exchange Offer, the Issuers shall, upon the request of any such Holder,
simultaneously with the delivery of the Exchange Securities in the Registered
Exchange Offer, issue and deliver to any such Holder, in exchange for the
Securities held by such Holder (the "Private Exchange"), a like aggregate
principal amount of debt securities of the Company with guarantees of the
Guarantors that are identical in all material respects to the Exchange
Securities (the "Private Exchange Securities"), except with respect to the
transfer restrictions relating to such Private Exchange Securities. The Private
Exchange Securities will be issued under the same indenture as the Exchange
Securities, and the Company shall use its reasonable best efforts to cause the
Private Exchange Securities to bear the same CUSIP number as the Exchange
Securities.

          In connection with the Registered Exchange Offer, the Issuers shall:

          (a)  mail to each Holder a copy of the prospectus forming part of the
     Exchange Offer Registration Statement, together with an appropriate letter
     of transmittal and related documents;

          (b)  keep the Registered Exchange Offer open for the Exchange Offer
     Registration Period;

          (c)  utilize the services of a depositary for the Registered Exchange
     Offer with an address in the Borough of Manhattan, The City of New York;

          (d)  permit Holders to withdraw tendered Securities at any time prior
     to the close of business, New York City time, on the last business day on
     which the Registered Exchange Offer shall remain open; and

          (e)  otherwise comply in all respects with all laws that are
     applicable to the Registered Exchange Offer.

          As soon as practicable after the close of the Registered Exchange
Offer and any Private Exchange, as the case may be, the Issuers shall:

          (a)  accept for exchange all Securities tendered and not validly
     withdrawn pursuant to the Registered Exchange Offer and the Private
     Exchange;

          (b)  deliver to the Trustee for cancellation all Securities so
     accepted for exchange; and

          (c)  cause the Trustee or the Exchange Securities Trustee, as the
     case may be, promptly to authenticate and deliver to each Holder, Exchange
     Securities or Private Exchange Securities, as the case may be, equal in
     principal amount to the Securities of such Holder so accepted for exchange.

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          The Issuers shall use their reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein in order to permit such prospectus to be used by
all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Securities; provided that (i) in the case where
such prospectus and any amendment or supplement thereto must be delivered by an
Exchanging Dealer, such period shall be the lesser of 180 days and the date on
which all Exchanging Dealers have sold all Exchange Securities held by them and
(ii) the Company shall make such prospectus and any amendment or supplement
thereto available to any broker-dealer for use in connection with any resale of
any Exchange Securities for a period of not less than 90 days after the
consummation of the Registered Exchange Offer.

          The Indenture or the Exchange Securities Indenture, as the case may
be, shall provide that the Securities, the Exchange Securities and the Private
Exchange Securities shall vote and consent together on all matters as one class
and that none of the Securities, the Exchange Securities or the Private Exchange
Securities will have the right to vote or consent as a separate class on any
matter.

          Interest on each Exchange Security and Private Exchange Security
issued pursuant to the Registered Exchange Offer and in the Private Exchange
will accrue from the last interest payment date on which interest was paid on
the Securities surrendered in exchange therefor or, if no interest has been paid
on the Securities, from the Issue Date.

          Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Issuers that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act and (iii) such Holder is not an affiliate (as defined in Rule
405 under the Securities Act) of any of the Issuers or, if it is such an
affiliate, such Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable.

          Notwithstanding any other provisions hereof, each of the Issuers will
ensure that (i) any Exchange Offer Registration Statement and any amendment
thereto and any prospectus forming part thereof and any supplement thereto
complies in all material respects with the Securities Act and the rules and
regulations of the Commission thereunder, (ii) any Exchange Offer Registration
Statement and any amendment thereto does not, when it becomes effective, contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
and (iii) any prospectus forming part of any Exchange Offer Registration
Statement, and any supplement to such prospectus, does not, as of the
consummation of the Registered Exchange Offer, include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

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          2.   Shelf Registration. If (i) because of any change in law or
applicable interpretations thereof by the Commission's staff the Issuers are not
permitted to effect the Registered Exchange Offer as contemplated by Section 1
hereof, or (ii) any Securities validly tendered pursuant to the Registered
Exchange Offer are not exchanged for Exchange Securities within 180 days after
the Issue Date, or (iii) any Initial Purchaser so requests with respect to
Securities or Private Exchange Securities not eligible to be exchanged for
Exchange Securities in the Registered Exchange Offer and held by it following
the consummation of the Registered Exchange Offer, or (iv) any applicable law or
interpretations do not permit any Holder to participate in the Registered
Exchange Offer, or (v) any Holder that participates in the Registered Exchange
Offer does not receive freely transferable Exchange Securities in exchange for
tendered Securities, or (vi) the Issuers so elect, then the following provisions
shall apply:

          (a)  The Issuers shall use their reasonable best efforts to file as
     promptly as practicable (but in no event more than 30 days after so
     required or requested, in each case, pursuant to this Section 2) with the
     Commission, and thereafter shall use its reasonable best efforts to cause
     to be declared effective, a shelf registration statement on an appropriate
     form under the Securities Act relating to the offer and sale of the
     Transfer Restricted Securities (as defined below) by the Holders thereof
     from time to time in accordance with the methods of distribution set forth
     in such registration statement (hereafter, a "Shelf Registration Statement"
     and, together with any Exchange Offer Registration Statement, a
     "Registration Statement").

          (b)  The Issuers shall use their reasonable best efforts to keep the
     Shelf Registration Statement continuously effective in order to permit the
     prospectus forming part thereof to be used by Holders of Transfer
     Restricted Securities for a period ending on the earlier of (i) two years
     from the Issue Date or such shorter period that will terminate when all the
     Transfer Restricted Securities covered by the Shelf Registration Statement
     have been sold pursuant thereto and (ii) the date on which the Securities
     become eligible for resale without volume restrictions pursuant to Rule 144
     under the Securities Act (in any such case, such period being called the
     "Shelf Registration Period"). The Issuers shall be deemed not to have used
     their reasonable best efforts to keep the Shelf Registration Statement
     effective during the requisite period if they voluntarily take any action
     that would result in Holders of Transfer Restricted Securities covered
     thereby not being able to offer and sell such Transfer Restricted
     Securities during that period, unless such action is required by applicable
     law.

          (c)  Notwithstanding any other provisions hereof, the Issuers will
     ensure that (i) any Shelf Registration Statement and any amendment thereto
     and any prospectus forming part thereof and any supplement thereto complies
     in all material respects with the Securities Act and the rules and
     regulations of the Commission thereunder, (ii) any Shelf Registration
     Statement and any amendment thereto (in either case, other than with
     respect to information included therein in reliance upon or in conformity
     with written information furnished to the Issuers by or on behalf of any
     Holder specifically for use therein (the "Holders' Information")) does not
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading and (iii) any prospectus forming part of any Shelf

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     Registration Statement, and any supplement to such prospectus (in either
     case, other than with respect to Holders' Information), does not include an
     untrue statement of a material fact or omit to state a material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading.

          3.   Liquidated Damages. (a) The parties hereto agree that the Holders
of Transfer Restricted Securities will suffer damages if the Issuers fail to
fulfill their obligations under Section 1 or Section 2, as applicable, and that
it would not be feasible to ascertain the extent of such damages. Accordingly,
if (i) the applicable Registration Statement is not filed with the Commission on
or prior to 105 days after the Issue Date, (ii) the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, is not
declared effective within 150 days after the Issue Date (or in the case of a
Shelf Registration Statement required to be filed in response to a change in law
or the applicable interpretations of Commission's staff, if later, within 45
days after publication of the change in law or interpretation), (iii) the
Registered Exchange Offer is not consummated on or prior to 180 days after the
Issue Date, or (iv) the Shelf Registration Statement is filed and declared
effective within 150 days after the Issue Date (or in the case of a Shelf
Registration Statement required to be filed in response to a change in law or
the applicable interpretations of Commission's staff, if later, within 45 days
after publication of the change in law or interpretation) but shall thereafter
cease to be effective (at any time that the Issuers are obligated to maintain
the effectiveness thereof) without being succeeded within 30 days by an
additional Registration Statement filed and declared effective (each such event
referred to in clauses (i) through (iv), a "Registration Default"), the Company
and the Guarantors will be obligated to pay liquidated damages to each Holder of
Transfer Restricted Securities, during the period of one or more such
Registration Defaults, in an amount equal to $ 0.192 per week per $1,000
principal amount of Transfer Restricted Securities held by such Holder until (i)
the applicable Registration Statement is filed, (ii) the Exchange Offer
Registration Statement is declared effective and the Registered Exchange Offer
is consummated, (iii) the Shelf Registration Statement is declared effective,
(iv) the Shelf Registration Statement again becomes effective or (v) the Shelf
Registration Period shall have ended, as the case may be. Following the cure of
all Registration Defaults, the accrual of liquidated damages will cease. As used
herein, the term "Transfer Restricted Securities" means (i) each Security until
the date on which such Security has been exchanged for a freely transferable
Exchange Security in the Registered Exchange Offer, (ii) each Security or
Private Exchange Security until the date on which it has been effectively
registered under the Securities Act and disposed of in accordance with the Shelf
Registration Statement or (iii) each Security or Private Exchange Security until
the date on which it is distributed to the public pursuant to Rule 144 under the
Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.
Notwithstanding anything to the contrary in this Section 3(a), the Company and
the Guarantors shall not be required to pay liquidated damages to a Holder of
Transfer Restricted Securities if such Holder failed to comply with its
obligations to make the representations set forth in the second to last
paragraph of Section 1 or failed to provide the information required to be
provided by it, if any, pursuant to Section 4(n).

          (b)  The Issuers shall notify the Trustee and the Paying Agent under
the Indenture immediately upon the happening of each and every Registration
Default. The

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Company and the Guarantors shall pay the liquidated damages due on the Transfer
Restricted Securities by depositing with the Paying Agent (which may not be any
of the Issuers for these purposes), in trust, for the benefit of the Holders
thereof, prior to 10:00 a.m., New York City time, on the next interest payment
date specified by the Indenture and the Securities, sums sufficient to pay the
liquidated damages then due. The liquidated damages due shall be payable on each
interest payment date specified by the Indenture and the Securities to the
Holder of record entitled to receive the interest payment to be made on such
date. Each obligation to pay liquidated damages shall be deemed to accrue from
and including the date of the applicable Registration Default.

          (c)  The parties hereto agree that the liquidated damages provided for
in this Section 3 constitute a reasonable estimate of and are intended to
constitute the sole damages that will be suffered by Holders of Transfer
Restricted Securities by reason of the failure of (i) the Shelf Registration
Statement or the Exchange Offer Registration Statement to be filed, (ii) the
Shelf Registration Statement to remain effective or (iii) the Exchange Offer
Registration Statement to be declared effective and the Registered Exchange
Offer to be consummated, in each case to the extent required by this Agreement.

          4.   Registration Procedures. In connection with any Registration
Statement, the following provisions shall apply:

          (a)  The Issuers shall (i) furnish to each Initial Purchaser, prior to
     the filing thereof with the Commission, a copy of the Registration
     Statement and each amendment thereof and each supplement, if any, to the
     prospectus included therein and shall use its reasonable best efforts to
     reflect in each such document, when so filed with the Commission, such
     comments as any Initial Purchaser may reasonably propose; (ii) if
     applicable, include the information set forth in Annex A hereto on the
     cover, in Annex B hereto in the "Exchange Offer Procedures" and the
     "Purpose of the Exchange Offer" sections and in Annex C hereto in the "Plan
     of Distribution" section of the prospectus forming a part of the Exchange
     Offer Registration Statement, and include the information set forth in
     Annex D hereto in the Letter of Transmittal delivered pursuant to the
     Registered Exchange Offer; and (iii) if requested by any Initial Purchaser,
     include the information required by Items 507 or 508 of Regulation S-K, as
     applicable, in the prospectus forming a part of the Exchange Offer
     Registration Statement.

          (b)  The Issuers shall advise each Initial Purchaser, each Exchanging
     Dealer and the Holders (if applicable) and, if requested by any such
     person, confirm such advice in writing (which advice pursuant to clauses
     (ii)-(v) hereof shall be accompanied by an instruction to suspend the use
     of the prospectus until the requisite changes have been made):

               (i)   when any Registration Statement and any amendment thereto
          has been filed with the Commission and when such Registration
          Statement or any post-effective amendment thereto has become
          effective;

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               (ii)  of any request by the Commission for amendments or
          supplements to any Registration Statement or the prospectus included
          therein or for additional information;

               (iii) of the issuance by the Commission of any stop order
          suspending the effectiveness of any Registration Statement or the
          initiation of any proceedings for that purpose;

               (iv)  of the receipt by the Issuers of any notification with
          respect to the suspension of the qualification of the Securities, the
          Exchange Securities or the Private Exchange Securities for sale in any
          jurisdiction or the initiation or threatening of any proceeding for
          such purpose; and

               (v)   of the happening of any event that requires the making of
          any changes in any Registration Statement or the prospectus included
          therein in order that the statements therein are not misleading and do
          not omit to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading.

          (c)  The Issuers will make every reasonable effort to obtain the
     withdrawal at the earliest possible time of any order suspending the
     effectiveness of any Registration Statement.

          (d)  The Issuers will furnish to each Holder of Transfer Restricted
     Securities included within the coverage of any Shelf Registration
     Statement, without charge, at least one conformed copy of such Shelf
     Registration Statement and any post-effective amendment thereto, including
     financial statements and schedules and, if any such Holder so requests in
     writing, all exhibits thereto (including those, if any, incorporated by
     reference).

          (e)  The Issuers will, during the Shelf Registration Period, promptly
     deliver to each Holder of Transfer Restricted Securities included within
     the coverage of any Shelf Registration Statement, without charge, as many
     copies of the prospectus (including each preliminary prospectus) included
     in such Shelf Registration Statement and any amendment or supplement
     thereto as such Holder may reasonably request; and the Issuers consent to
     the use of such prospectus or any amendment or supplement thereto by each
     of the selling Holders of Transfer Restricted Securities in connection with
     the offer and sale of the Transfer Restricted Securities covered by such
     prospectus or any amendment or supplement thereto.

          (f)  The Issuers will furnish to each Initial Purchaser and each
     Exchanging Dealer, and to any other Holder who so requests, without charge,
     at least one conformed copy of the Exchange Offer Registration Statement
     and any post-effective amendment thereto, including financial statements
     and schedules and, if any Initial Purchaser or Exchanging Dealer or any
     such Holder so requests in writing, all exhibits thereto (including those,
     if any, incorporated by reference).

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          (g)  The Issuers will, during the Exchange Offer Registration Period
     or the Shelf Registration Period, as applicable, promptly deliver to each
     Initial Purchaser, each Exchanging Dealer and such other persons that are
     required to deliver a prospectus, without charge, as many copies of the
     final prospectus included in the Exchange Offer Registration Statement or
     the Shelf Registration Statement and any amendment or supplement thereto as
     such Initial Purchaser, Exchanging Dealer or other persons may reasonably
     request; and the Issuers consent to the use of such prospectus or any
     amendment or supplement thereto by any such Initial Purchaser, Exchanging
     Dealer or other persons, as applicable, as aforesaid.

          (h)  Prior to the effective date of any Registration Statement, the
     Issuers will use their reasonable best efforts to register or qualify, or
     cooperate with the Holders of Securities, Exchange Securities or Private
     Exchange Securities included therein and their respective counsel in
     connection with the registration or qualification of, such Securities,
     Exchange Securities or Private Exchange Securities for offer and sale under
     the securities or blue sky laws of such jurisdictions as any such Holder
     reasonably requests in writing and do any and all other acts or things
     necessary or advisable to enable the offer and sale in such jurisdictions
     of the Securities, Exchange Securities or Private Exchange Securities
     covered by such Registration Statement; provided that the Issuers will not
     be required to qualify generally to do business in any jurisdiction where
     they are not then so qualified or to take any action which would subject
     them to general service of process or to taxation in any such jurisdiction
     where they are not then so subject.

          (i)  The Issuers will cooperate with the Holders of Securities,
     Exchange Securities or Private Exchange Securities to facilitate the timely
     preparation and delivery of certificates representing Securities, Exchange
     Securities or Private Exchange Securities to be sold pursuant to any
     Registration Statement free of any restrictive legends and in such
     denominations and registered in such names as the Holders thereof may
     request in writing prior to sales of Securities, Exchange Securities or
     Private Exchange Securities pursuant to such Registration Statement.

          (j)  If any event contemplated by Section 4(b)(ii) through (v) occurs
     during the period for which the Issuers are required to maintain an
     effective Registration Statement, the Issuers will promptly prepare and
     file with the Commission a post-effective amendment to the Registration
     Statement or a supplement to the related prospectus or file any other
     required document so that, as thereafter delivered to purchasers of the
     Securities, Exchange Securities or Private Exchange Securities from a
     Holder, the prospectus will not include an untrue statement of a material
     fact or omit to state a material fact necessary in order to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading.

          (k)  Not later than the effective date of the applicable Registration
     Statement, the Issuers will provide a CUSIP number for the Securities, the
     Exchange Securities and the Private Exchange Securities, as the case may
     be, and provide the applicable trustee with printed certificates for the
     Securities, the Exchange Securities or the Private

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     Exchange Securities, as the case may be, in a form eligible for deposit
     with The Depository Trust Company.

          (l)  Each of the Issuers will comply with all applicable rules and
     regulations of the Commission and will make generally available to its
     security holders as soon as practicable after the effective date of the
     applicable Registration Statement an earnings statement satisfying the
     provisions of Section 11(a) of the Securities Act; provided that in no
     event shall such earnings statement be delivered later than 45 days after
     the end of a 12-month period (or 90 days, if such period is a fiscal year)
     beginning with the first month of such Issuer's first fiscal quarter
     commencing after the effective date of the applicable Registration
     Statement, which statement shall cover such 12-month period.

          (m)  The Issuers will cause the Indenture or the Exchange Securities
     Indenture, as the case may be, to be qualified under the Trust Indenture
     Act as required by applicable law in a timely manner.

          (n)  The Issuers may require each Holder of Transfer Restricted
     Securities to be registered pursuant to any Shelf Registration Statement to
     furnish to the Issuers such information concerning the Holder and the
     distribution of such Transfer Restricted Securities as the Issuers may from
     time to time reasonably require for inclusion in such Shelf Registration
     Statement, and the Issuers may exclude from such registration the Transfer
     Restricted Securities of any Holder that fails to furnish such information
     within a reasonable time after receiving such request.

          (o)  In the case of a Shelf Registration Statement, each Holder of
     Transfer Restricted Securities to be registered pursuant thereto agrees by
     acquisition of such Transfer Restricted Securities that, upon receipt of
     any notice from the Issuers pursuant to Section 4(b)(ii) through (v)
     hereof, such Holder will discontinue disposition of such Transfer
     Restricted Securities until such Holder's receipt of copies of the
     supplemental or amended prospectus contemplated by Section 4(j) hereof or
     until advised in writing (the "Advice") by the Issuers that the use of the
     applicable prospectus may be resumed. If the Issuers shall give any notice
     under Section 4(b)(ii) through (v) hereof during the period that the
     Issuers are required to maintain an effective Registration Statement (the
     "Effectiveness Period"), such Effectiveness Period shall be extended by the
     number of days during such period from and including the date of the giving
     of such notice to and including the date when each seller of Transfer
     Restricted Securities covered by such Registration Statement shall have
     received either (x) the copies of the supplemental or amended prospectus
     contemplated by Section 4(j) hereof (if an amended or supplemental
     prospectus is required) or (y) the Advice (if no amended or supplemental
     prospectus is required).

          (p)  In the case of a Shelf Registration Statement, the Issuers shall
     enter into such customary agreements (including, if requested, an
     underwriting agreement in customary form) and take all such other action,
     if any, as Holders of a majority in aggregate principal amount of the
     Securities, Exchange Securities and Private Exchange Securities being sold
     or the managing underwriters (if any) shall reasonably request in

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     order to facilitate any disposition of Securities, Exchange Securities or
     Private Exchange Securities pursuant to such Shelf Registration Statement.

          (q)  In the case of a Shelf Registration Statement, the Issuers shall
     (i) make reasonably available for inspection by a representative of, and
     Special Counsel (as defined below) acting for, Holders of a majority in
     aggregate principal amount of the Securities, Exchange Securities and
     Private Exchange Securities being sold and any underwriter participating in
     any disposition of Securities, Exchange Securities or Private Exchange
     Securities pursuant to such Shelf Registration Statement, all relevant
     financial and other records, pertinent corporate documents and properties
     of the Issuers and their respective subsidiaries and (ii) use their
     reasonable best efforts to have their officers, directors, employees,
     accountants and counsel supply all relevant information reasonably
     requested by such representative, Special Counsel or any such underwriter
     (an "Inspector") in connection with such Shelf Registration Statement.

          (r)  In the case of a Shelf Registration Statement, the Issuers shall,
     if requested by Holders of a majority in aggregate principal amount of the
     Securities, Exchange Securities and Private Exchange Securities being sold,
     their Special Counsel or the managing underwriters (if any) in connection
     with such Shelf Registration Statement, use their reasonable best efforts
     to cause (i) their counsel to deliver an opinion relating to the Shelf
     Registration Statement and the Securities, Exchange Securities or Private
     Exchange Securities, as applicable, in customary form, (ii) its officers to
     execute and deliver all customary documents and certificates requested by
     Holders of a majority in aggregate principal amount of the Securities,
     Exchange Securities and Private Exchange Securities being sold, their
     Special Counsel or the managing underwriters (if any) and (iii) its
     independent public accountants to provide a comfort letter or letters in
     customary form, subject to receipt of appropriate documentation as
     contemplated, and only if permitted, by Statement of Auditing Standards No.
     72.

          5.   Registration Expenses. The Issuers will, jointly and severally,
bear all expenses incurred in connection with the performance of their
obligations under Sections 1, 2, 3 and 4 and the Issuers will, jointly and
severally, reimburse the Initial Purchasers and the Holders for the reasonable
fees and disbursements of one firm of attorneys (in addition to any local
counsel) chosen by the Holders of a majority in aggregate principal amount of
the Securities, the Exchange Securities and the Private Exchange Securities to
be sold pursuant to each Registration Statement (the "Special Counsel") acting
for the Initial Purchasers or Holders in connection therewith.

          6.   Indemnification. (a) In the event of a Shelf Registration
Statement or in connection with any prospectus delivery pursuant to an Exchange
Offer Registration Statement by an Initial Purchaser or Exchanging Dealer, as
applicable, the Issuers shall, jointly and severally, indemnify and hold
harmless, to the extent permitted by law, each Holder (including, without
limitation, any such Initial Purchaser or Exchanging Dealer), its affiliates,
their respective officers, directors, employees, representatives and agents, and
each person, if any, who controls such Holder within the meaning of the
Securities Act or the Exchange Act (collectively referred to for purposes of
this Section 6 and Section 7 as a "Holder") from and

                                     - 11 -

<PAGE>

against any loss, claim, damage or liability, joint or several, or any action in
respect thereof (including, without limitation, any loss, claim, damage,
liability or action relating to purchases and sales of Securities, Exchange
Securities or Private Exchange Securities), to which that Holder may become
subject, whether commenced or threatened, under the Securities Act, the Exchange
Act, any other federal or state statutory law or regulation, at common law or
otherwise, insofar as such loss, claim, damage, liability or action arises out
of, or is based upon, (i) any untrue statement or alleged untrue statement of a
material fact contained in any such Registration Statement or any prospectus
forming part thereof or in any amendment or supplement thereto or (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, and
shall, jointly and severally, reimburse each Holder promptly upon demand for any
legal or other expenses reasonably incurred by that Holder in connection with
investigating or defending or preparing to defend against or appearing as a
third party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that the Issuers
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or action arises out of, or is based upon, an untrue statement
or alleged untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with any Holders' Information; and
provided, further, however, that with respect to any such untrue statement in or
omission from any related preliminary prospectus, the indemnity agreement
contained in this Section 6(a) shall not inure to the benefit of any such Holder
from whom the person asserting any such loss, claim, damage, liability or action
received Securities, Exchange Securities or Private Exchange Securities to the
extent that such loss, claim, damage, liability or action of or with respect to
such Holder results from the fact that both (A) a copy of the final prospectus
(together with any correcting amendments or supplements) was not sent or given
to such person at or prior to the written confirmation of the sale of such
Securities, Exchange Securities or Private Exchange Securities to such person
and (B) the untrue statement in or omission from any related preliminary
prospectus was corrected in the final prospectus unless, in either case, such
failure to deliver the final prospectus was a result of non-compliance by the
Issuers with Section 4(d), 4(e), 4(f) or 4(g).

          (b)  In the event of a Shelf Registration Statement, each Holder,
severally and jointly, shall indemnify and hold harmless, to the extent
permitted by law, the Issuers, their respective affiliates, their respective
officers, directors, employees, representatives and agents, and each person, if
any, who controls any such Issuer or any such affiliate within the meaning of
the Securities Act or the Exchange Act (collectively referred to for purposes of
this Section 6(b) and Section 7 as the Issuers), from and against any loss,
claim, damage or liability, joint or several, or any action in respect thereof,
to which the Issuers may become subject, whether commenced or threatened, under
the Securities Act, the Exchange Act, any other federal or state statutory law
or regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement or
alleged untrue statement of a material fact contained in any such Registration
Statement or any prospectus forming part thereof or in any amendment or
supplement thereto or (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not

                                     - 12 -

<PAGE>

misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with any Holders' Information furnished to the Issuers by
such Holder, and shall reimburse the Issuers promptly upon demand for any legal
or other expenses reasonably incurred by the Issuers in connection with
investigating or defending or preparing to defend against or appearing as a
third party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that no such Holder
shall be liable for any indemnity claims hereunder in excess of the amount of
net proceeds received by such Holder from the sale of Securities, Exchange
Securities or Private Exchange Securities pursuant to such Shelf Registration
Statement.

          (c)  Promptly after receipt by an indemnified party under this Section
6 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party pursuant to Section 6(a) or 6(b), notify the indemnifying
party in writing of the claim or the commencement of that action; provided,
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have under this Section 6 except to the extent
that it has been materially prejudiced by such failure; and provided, further,
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have to an indemnified party otherwise than
under this Section 6. If any such claim or action shall be brought against an
indemnified party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it wishes, jointly with any other similarly notified indemnifying party, to
assume the defense thereof with counsel reasonably satisfactory to the
indemnified party. After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such claim or action, the
indemnifying party shall not be liable to the indemnified party under this
Section 6 for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than the
reasonable costs of investigation; provided, however, that an indemnified party
shall have the right to employ its own counsel in any such action, but the fees,
expenses and other charges of such counsel for the indemnified party will be at
the expense of such indemnified party unless (1) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel,
(2) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and the
indemnified party is advised by counsel that representation of both parties by
the same counsel would be inappropriate due to actual or potential differing
interests between them or (3) counsel is not retained by the indemnifying party
within a reasonable time after receiving notice of commencement of an action, in
each of which cases the reasonable fees, disbursements and other charges of
counsel will be at the expense of the indemnifying party or parties. It is
understood that the indemnifying party or parties shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for
the reasonable fees, disbursements and other charges of more than one separate
firm of attorneys (in addition to any local counsel) at any one time for all
such indemnified party or parties. Each indemnified party, as a condition of the
indemnity agreements contained in Sections 6(a) and 6(b), shall use all
reasonable efforts to cooperate with the indemnifying party in the defense of
any such action or claim. No indemnifying party shall be liable for any
settlement of any such action effected without its

                                     - 13 -

<PAGE>

written consent (which consent shall not be unreasonably withheld), but if
settled with its written consent or if there be a final judgment for the
plaintiff in any such action, the indemnifying party agrees to indemnify and
hold harmless any indemnified party from and against any loss or liability by
reason of such settlement or judgment. No indemnifying party shall, without the
prior written consent of the indemnified party (which consent shall not be
unreasonably withheld), effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.

          7.   Contribution. If the indemnification provided for in Section 6 is
unavailable or insufficient to hold harmless an indemnified party under Section
6(a) or 6(b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect
thereof, (i) in such proportion as shall be appropriate to reflect the relative
benefits received by the Issuers from the offering and sale of the Securities,
on the one hand, and a Holder with respect to the sale by such Holder of
Securities, Exchange Securities or Private Exchange Securities, on the other, or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Issuers on the one hand and such Holder on the other with respect to the
statements or omissions that resulted in such loss, claim, damage or liability,
or action in respect thereof, as well as any other relevant equitable
considerations. The relative benefits received by the Issuers on the one hand
and a Holder on the other with respect to such offering and such sale shall be
deemed to be in the same proportion as the total net proceeds from the offering
of the Securities (before deducting expenses) received by or on behalf of the
Company, on the one hand, bear to the underwriting discounts and expenses
received by the initial purchasers, on the other. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to the Issuers or information supplied by the Issuers on
the one hand or to any Holders' Information supplied by such Holder on the
other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The parties hereto agree that it would not be just and equitable if
contributions pursuant to this Section 7 were to be determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section 7 shall be deemed
to include, for purposes of this Section 7, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending or preparing to defend any such action or claim. Notwithstanding
the provisions of this Section 7, an indemnifying party that is a Holder of
Securities, Exchange Securities or Private Exchange Securities shall not be
required to contribute any amount in excess of the amount by which the total
price at which the Securities, Exchange Securities or Private Exchange
Securities sold by such indemnifying party to any purchaser exceeds the amount
of any damages which such indemnifying party has otherwise paid or become liable
to pay by reason of any untrue or alleged untrue statement or omission or
alleged

                                     - 14 -

<PAGE>

omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

          8.   Rules 144 and 144A. The Company shall use its reasonable best
efforts to file the reports required to be filed by it under the Securities Act
and the Exchange Act in a timely manner and, if at any time the Company is not
required to file such reports, it will, upon the written request of any Holder
of Transfer Restricted Securities, make publicly available other information for
so long as necessary to permit sales of such Holder's securities pursuant to
Rules 144 and 144A. Each of the Issuers covenants that it will take such further
action as any Holder of Transfer Restricted Securities may reasonably request,
all to the extent required from time to time to enable such Holder to sell
Transfer Restricted Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rules 144 and 144A
(including, without limitation, the requirements of Rule 144A(d)(4)). Upon the
written request of any Holder of Transfer Restricted Securities, each of the
Issuers shall deliver to such Holder a written statement as to whether it has
complied with such requirements. Notwithstanding the foregoing, nothing in this
Section 8 shall be deemed to require any of the Issuers to register any of its
securities pursuant to the Exchange Act.

          9.   Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the offering will be selected by the Holders of
a majority in aggregate principal amount of such Transfer Restricted Securities
included in such offering, subject to the consent of the Issuers (which shall
not be unreasonably withheld or delayed), and such Holders shall be responsible
for all underwriting commissions and discounts in connection therewith.

          No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

          10.  Miscellaneous. (a) Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, unless the Issuers
have obtained the written consent of Holders of a majority in aggregate
principal amount of the Securities, the Exchange Securities and the Private
Exchange Securities, taken as a single class. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose Securities, Exchange
Securities or Private Exchange Securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by Holders of a majority in aggregate
principal amount of the Securities, the Exchange Securities and the Private
Exchange Securities being sold by such Holders pursuant to such Registration
Statement.

                                     - 15 -

<PAGE>

          (b)  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telecopier or air courier guaranteeing next-day delivery:

          (1) if to a Holder, at the most current address given by such Holder
     to the Issuers in accordance with the provisions of this Section 10(b),
     which address initially is, with respect to each Holder, the address of
     such Holder maintained by the Registrar under the Indenture, with a copy in
     like manner to J.P. Morgan Securities Inc.;

          (2) if to an Initial Purchaser, initially to J.P. Morgan Securities
     Inc. in the Purchase Agreement; and

          (3) if to the Issuers, initially at the address of the Company set
     forth in the Purchase Agreement.

          All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; one business day after
being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

          (c)  Successors and Assigns. This Agreement shall be binding upon the
Issuers and their successors and assigns.

          (d)  Counterparts. This Agreement may be executed in any number of
counterparts (which may be delivered in original form or by telecopier) and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

          (e)  Definition of Terms. For purposes of this Agreement, (a) the term
"business day" means any day on which the New York Stock Exchange, Inc. is open
for trading, (b) the term "subsidiary" has the meaning set forth in Rule 405
under the Securities Act and (c) except where otherwise expressly provided, the
term "affiliate" has the meaning set forth in Rule 405 under the Securities Act.

          (f)  Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (g)  Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without regard to
principles of conflicts of laws to the extent that the application of the law of
another jurisdiction would be required thereby.

          (h)  Remedies. In the event of a breach by the Issuers or by any
Holder of any of their obligations under this Agreement, each Holder or the
Issuers, as the case may be, in addition to being entitled to exercise all
rights granted by law, including recovery of damages (other than the recovery of
damages for a breach by the Issuers of their obligations under Sections 1 or 2
hereof for which liquidated damages have been paid pursuant to Section 3

                                      -16-

<PAGE>

hereof), will be entitled to specific performance of its rights under this
Agreement. The Issuers and each Holder agree that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of any
of the provisions of this Agreement and hereby further agree that, in the event
of any action for specific performance in respect of such breach, it shall waive
the defense that a remedy at law would be adequate.

          (i)  No Inconsistent Agreements. The Issuers represent, warrant and
agree that (i) they have not entered into, and shall not, on or after the date
of this Agreement, enter into any agreement that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof, (ii) they have not previously entered into any agreement
which remains in effect granting any registration rights with respect to any of
their debt securities to any person and (iii) without limiting the generality of
the foregoing, without the written consent of the Holders of a majority in
aggregate principal amount of the then outstanding Transfer Restricted
Securities, they shall not grant to any person the right to request any of the
Issuers to register any debt securities of such Issuer under the Securities Act
unless the rights so granted are not in conflict or inconsistent with the
provisions of this Agreement.

          (j)  No Piggyback on Registrations. Neither the Issuers nor any of
their respective security holders (other than the Holders of Transfer Restricted
Securities in such capacity) shall have the right to include any securities of
the Issuers in any Shelf Registration or Registered Exchange Offer other than
Transfer Restricted Securities.

          (k)  Severability. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

                  [Remainder of page intentionally left blank.]

                                      -17-

<PAGE>

          Please confirm that the foregoing correctly sets forth the agreement
among the Company, the Guarantors and the Initial Purchasers.

                                        Very truly yours,

                                        The Issuer:


                                        WESTINGHOUSE AIR BRAKE TECHNOLOGIES
                                        CORPORATION


                                        By: /s/ Alvaro Garcia-Tunon
                                            ------------------------------------
                                            Name: Alvaro Garcia-Tunon
                                            Title: Senior Vice President


                                        The Guarantors:

                                        MOTIVEPOWER, INC.
                                        RAILROAD FRICTION PRODUCTS
                                         CORPORATION
                                        RFPC HOLDING CORPORATION
                                        WABTEC CORPORATION
                                        WABTEC DISTRIBUTION COMPANY
                                        WABTEC HOLDING CORP.
                                        WABTEC TRANSPORTATION
                                         TECHNOLOGIES, INC.
                                        YOUNG TOUCHSTONE COMPANY


                                        By: /s/ Alvaro Garcia-Tunon
                                            ------------------------------------
                                            Name:  Alvaro Garcia-Tunon
                                            Title:  Vice President


                                      -18-

<PAGE>

Agreed and accepted by:

J.P. MORGAN SECURITIES INC.

For itself and on behalf of the other
Initial Purchasers


By: /s/ Benjamin Ben-Attar
    ------------------------------------
    Name: Benjamin Ben-Attar
    Title: Vice President


                                      -19-

<PAGE>

                                                                  EXECUTION COPY

                                                                      SCHEDULE I

Guarantors
----------

MotivePower, Inc.

Railroad Friction Products Corporation

RFPC Holding Corporation

Wabtec Corporation

Wabtec Distribution Company

Wabtec Holding Corp.

Wabtec Transportation Technologies, Inc.

Young Touchstone Company

<PAGE>

                                                                         ANNEX A

          Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
The Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Securities where such Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities. The Issuers have agreed
that, for a period of 180 days after the Expiration Date (as defined herein),
they will make this Prospectus available to any broker-dealer for use in
connection with any such resale. See "Plan of Distribution."

<PAGE>

                                                                         ANNEX B

          Each broker-dealer that receives Exchange Securities for its own
account in exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."

<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

          Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
This Prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Securities where such Securities were acquired as a
result of market-making activities or other trading activities. The Issuers have
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until _______________,
____, all dealers effecting transactions in the Exchange Securities may be
required to deliver a prospectus.

          The Issuers will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Registered Exchange Offer may be sold from
time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or at negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer or the
purchasers of any such Exchange Securities. Any broker-dealer that resells
Exchange Securities that were received by it for its own account pursuant to the
Registered Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an "underwriter"
within the meaning of the Securities Act and any profit on any such resale of
Exchange Securities and any commission or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities Act.
The Letter of Transmittal states that, by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.

          For a period of 180 days after the Expiration Date the Issuers will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Issuers have agreed to pay all expenses
incident to the Registered Exchange Offer (including the expenses of one counsel
for the Holders of the Securities) other than commissions or concessions of any
broker-dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

<PAGE>

                                                                         ANNEX D

[ ]  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
     COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
     THERETO.

     Name:
     Address:

          If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Securities. If the undersigned is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.


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