<PAGE>

                                                                 Exhibit 4.01(a)


                WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION,

                                   as Issuer,

             EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO,

                                  as Guarantors

                                       and

                              THE BANK OF NEW YORK,

                                   as Trustee

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

                          6 7/8% Senior Notes due 2013

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

                                    INDENTURE
                           Dated as of August 6, 2003

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

<PAGE>


                                                                  EXECUTION COPY
                             CROSS-REFERENCE TABLE*

Trust Indenture
  Act Section                                                  Indenture Section

310(a)(1)..................................................    7.10
   (a)(2)..................................................    7.10
   (a)(3)..................................................    N.A.
   (a)(4)..................................................    N.A.
   (a)(5)..................................................    7.10
   (b).....................................................    7.8; 7.10; 11.2
   (c).....................................................    N.A.
311(a).....................................................    7.11
   (b).....................................................    1.3; 7.11
   (c).....................................................    N.A.
312(a).....................................................    2.5
   (b).....................................................    11.3
   (c).....................................................    11.3
313(a).....................................................    7.6
   (b)(1)..................................................    N.A.
   (b)(2)..................................................    7.6
   (c).....................................................    7.6;11.2
   (d).....................................................    7.6
314(a).....................................................    4.4; 4.5; 11.2
   (b).....................................................    N.A.
   (c)(1)..................................................    11.4
   (c)(2)..................................................    11.4
   (c)(3)..................................................    N.A.
   (d).....................................................    N.A.
   (e).....................................................    11.5
   (f).....................................................    N.A.
315(a).....................................................    7.1(2)
   (b).....................................................    7.5; 10.2
   (c).....................................................    7.1(1)
   (d).....................................................    7.1(3)
   (e).....................................................    6.11
316(a)(last sentence)......................................    2.9
   (a)(1)(A)...............................................    6.5
   (a)(1)(B)...............................................    6.4
   (a)(2)..................................................    N.A.
   (b).....................................................    6.7
317(a)(1)..................................................    6.8
   (a)(2)..................................................    6.9
   (b).....................................................    2.4
318(a).....................................................    11.1
   (c).....................................................    11.1

----------

N.A. means not applicable.

* This Cross-Reference Table is not part of this Indenture.

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE 1

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.1.    Definitions .................................................. 1
Section 1.2.    Other Definitions. .......................................... 21
Section 1.3.    Incorporation by Reference of Trust Indenture Act. .......... 21
Section 1.4.    Rules of Construction. ...................................... 22

                                    ARTICLE 2

                                    THE NOTES

Section 2.1.    Form and Dating.............................................. 23
Section 2.2.    Execution and Authentication. ............................... 23
Section 2.3.    Registrar and Paying Agent. ................................. 24
Section 2.4.    Paying Agent To Hold Money in Trust. ........................ 24
Section 2.5.    Noteholder Lists. ........................................... 25
Section 2.6.    Transfer and Exchange. ...................................... 25
Section 2.7.    Replacement Notes............................................ 26
Section 2.8.    Outstanding Notes. .......................................... 26
Section 2.9.    Treasury Notes. ............................................. 26
Section 2.10.   Temporary Notes. ............................................ 27
Section 2.11.   Cancellation. ............................................... 27
Section 2.12.   Defaulted Interest. ......................................... 27
Section 2.13.   Persons Deemed Owners. ...................................... 27
Section 2.14.   CUSIP Numbers. .............................................. 28
Section 2.15.   Book-Entry Provisions for Global Notes....................... 28
Section 2.16.   Registration of Transfers and Exchanges. .................... 29
Section 2.17.   Issuance of Additional Notes. ............................... 33

                                    ARTICLE 3

                                   REDEMPTION

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

                                       -i-

<PAGE>


                                                                            Page
                                                                            ----

Section 3.7.    Equity Clawback. ............................................ 35
Section 3.8.    Limitations. ................................................ 36

                                    ARTICLE 4

                                    COVENANTS

Section 4.1.    Payment of Principal and Interest. .......................... 36
Section 4.2.    Maintenance of Office or Agency for Notices and Demands ..... 36
Section 4.3.    Insurance Matters. .......................................... 37
Section 4.4.    SEC Reports ................................................. 37
Section 4.5.    Compliance Certificate. ..................................... 38
Section 4.6.    Corporate Existence.......................................... 38
Section 4.7.    Payment of Taxes and Other Claims. .......................... 38
Section 4.8.    Appointments To Fill Vacancies in Trustee's Office. ......... 38
Section 4.9.    Limitation on Indebtedness................................... 38
Section 4.10.   Limitation on Unrestricted Subsidiaries. .................... 40
Section 4.11.   Limitation on Restricted Payments. .......................... 42
Section 4.12.   Limitation on Restrictions on Distributions from
                Restricted Subsidiaries. .................................... 43
Section 4.13.   Limitation on Sales of Assets................................ 44
Section 4.14.   Limitation on Affiliate Transactions. ....................... 47
Section 4.15.   Change of Control. .......................................... 47
Section 4.16.   Limitation on Liens. ........................................ 48
Section 4.17.   Limitation on Sale/Leaseback Transactions. .................. 49
Section 4.18.   Subsidiary Guarantees. ...................................... 49
Section 4.19.   Further Instruments and Acts. ............................... 49
Section 4.20.   Suspension of Covenants. .................................... 49

                                    ARTICLE 5

                                SUCCESSOR COMPANY

Section 5.1.    Merger and Consolidation..................................... 50
Section 5.2.    Successor Corporation Substituted............................ 51

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.1.    Events of Default............................................ 51
Section 6.2.    Acceleration. ............................................... 53
Section 6.3.    Other Remedies. ............................................. 53
Section 6.4.    Waiver of Past Defaults. .................................... 54
Section 6.5.    Control by Majority. ........................................ 54
Section 6.6.    Limitation on Suits. ........................................ 54
Section 6.7.    Rights of Holders To Receive Payment......................... 55

                                      -ii-

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                                                                            Page
                                                                            ----

Section 6.8.    Collection Suit by Trustee. ................................. 55
Section 6.9.    Trustee May File Proofs of Claim. ........................... 55
Section 6.10.   Priorities................................................... 55
Section 6.11.   Undertaking for Costs........................................ 56
Section 6.12.   Waiver of Stay or Extension Laws. ........................... 56

                                    ARTICLE 7

                                     TRUSTEE

Section 7.1.    Duties of Trustee. .......................................... 56
Section 7.2.    Rights of Trustee. .......................................... 57
Section 7.3.    Individual Rights of Trustee. ............................... 58
Section 7.4.    Trustee's Disclaimer ........................................ 58
Section 7.5.    Notice of Defaults. ......................................... 58
Section 7.6.    Reports by Trustee to Holders................................ 58
Section 7.7.    Compensation and Indemnity. ................................. 59
Section 7.8.    Replacement of Trustee. ..................................... 60
Section 7.9.    Successor Trustee by Merger, etc............................. 61
Section 7.10.   Eligibility; Disqualification. .............................. 61
Section 7.11.   Preferential Collection of Claims Against Company. .......... 61

                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.    Option To Effect Legal Defeasance or Covenant Defeasance..... 61
Section 8.2.    Legal Defeasance and Discharge. ............................. 61
Section 8.3.    Covenant Defeasance. ........................................ 62
Section 8.4.    Conditions to Legal or Covenant Defeasance................... 62
Section 8.5.    Deposited Money and U.S. Government Obligations
                To Be Held in Trust; Other Miscellaneous Provisions.......... 64
Section 8.6.    Repayment to the Company. ................................... 65
Section 8.7.    Reinstatement................................................ 65
Section 8.8.    Termination of Obligations upon Cancellation of the Notes.... 65
Section 8.9.    Survival of Certain Obligations.............................. 66

                                    ARTICLE 9

                                   AMENDMENTS

Section 9.1.    Without Consent of Holders. ................................. 66
Section 9.2.    With Consent of Holders. .................................... 67
Section 9.3.    Compliance with Trust Indenture Act. ........................ 68
Section 9.4.    Revocation and Effect of Consents. .......................... 68
Section 9.5.    Notation on or Exchange of Notes. ........................... 69

                                      -iii-

<PAGE>

                                                                            Page
                                                                            ----

Section 9.6.    Trustee To Sign Amendments, etc. ............................ 69

                                   ARTICLE 10

                                   GUARANTEES

Section 10.1.   Guarantee. .................................................. 69
Section 10.2.   Execution and Delivery of Guarantee. ........................ 71
Section 10.3.   Limitation of Guarantee...................................... 71
Section 10.4.   Waiver of Subrogation........................................ 71
Section 10.5.   Release of Guarantee. ....................................... 72
Section 10.6.   Contribution from Other Guarantors. ......................... 72

                                   ARTICLE 11

                                  MISCELLANEOUS

Section 11.1.   Trust Indenture Act Controls. ............................... 73
Section 11.2.   Notices. .................................................... 73
Section 11.3.   Communication by Holders with Other Holders.................. 74
Section 11.4.   Certificate and Opinion as to Conditions Precedent........... 74
Section 11.5.   Statements Required in Certificate or Opinion. .............. 74
Section 11.6.   Rules by Trustee and Agents. ................................ 75
Section 11.7.   No Recourse Against Others................................... 75
Section 11.8.   Governing Law ............................................... 75
Section 11.9.   No Adverse Interpretation of Other Agreements. .............. 75
Section 11.10.  Successors. ................................................. 75
Section 11.11.  Severability. ............................................... 76
Section 11.12.  Counterpart Originals. ...................................... 76
Section 11.13.  Variable Provisions. ........................................ 76
Section 11.14.  Provisions of Indenture for the Sole Benefit of
                Parties and Noteholders...................................... 76
Section 11.15.  Table of Contents, Headings, etc. ........................... 76
Section 11.16.  No Personal Liability of Directors, Officers,
                Employees, Incorporator and Stockholders..................... 76

SIGNATURES .................................................................. 69

EXHIBIT A       FORM OF NOTE
EXHIBIT B       FORM OF EXCHANGE NOTE
EXHIBIT C       FORM OF LEGEND FOR GLOBAL NOTES
EXHIBIT D       FORM OF TRANSFER CERTIFICATE
EXHIBIT E       FORM OF TRANSFER CERTIFICATE FOR INSTITUTIONAL
                ACCREDITED INVESTORS
EXHIBIT F       FORM OF CERTIFICATE FOR REGULATION S TRANSFERS
EXHIBIT G       FORM OF GUARANTEE

                                      -iv-

<PAGE>



          INDENTURE, dated as of August 6, 2003 among Westinghouse Air Brake
Technologies Corporation, a Delaware corporation (the "Company"), the Guarantors
from time to time party hereto and The Bank of New York, a New York banking
corporation, as trustee, (the "Trustee").

          Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Company's 6 7/8% Senior
Notes due 2013 (the "Notes"):

                                    ARTICLE 1

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

          Section 1.1.   Definitions.

          "Accounts Receivable Entity" means a Person, including, without
limitation, a Subsidiary of the Company whose operations consist solely of
owning and/or selling accounts receivable of the Company and its Subsidiaries
and engaging in other activities in connection with transactions that are
Qualified Receivables Transactions.

          "Additional Assets" means

          (i)    any property or assets (other than Indebtedness and Capital
     Stock) in a Related Business;

          (ii)   the Capital Stock of a Person that becomes a Restricted
     Subsidiary as a result of the acquisition of such Capital Stock by the
     Company or another Restricted Subsidiary; or

          (iii)  Capital Stock constituting a minority interest in any Person
     that at such time is a Restricted Subsidiary;

provided, however, that any such Restricted Subsidiary described in clause (ii)
or (iii) above is primarily engaged in a Related Business.

          "Additional Notes" means, subject to the Company's compliance with
Section 4.9, 6 7/8% Senior Notes due 2013 issued from time to time after the
Issue Date under the terms of this Indenture (other than issuances pursuant to
Section 2.7, 2.10, 3.6, 4.13, 4.15 or 9.5 of this Indenture and other than
Exchange Notes issued pursuant to an exchange offer for other Notes outstanding
under this Indenture).

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

<PAGE>


          "Agent" means any Registrar or Paying Agent or authenticating agent or
co-registrar.

          "Asset Disposition" means any direct or indirect sale, lease, transfer
or other disposition (or series of related sales, leases, transfers or
dispositions) by the Company or any Restricted Subsidiary, other than permitted
Sale/Leaseback Transactions, including any disposition by means of a merger,
consolidation or similar transaction (each referred to for the purposes of this
definition as a "disposition"), of (i) any shares of Capital Stock of a
Restricted Subsidiary (other than directors' qualifying shares or shares
required by applicable law to be held by a Person other than the Company or a
Restricted Subsidiary), (ii) all or substantially all the assets of any division
or line of business of the Company or any Restricted Subsidiary, or (iii) any
other assets of the Company or any Restricted Subsidiary outside of the ordinary
course of business of the Company or such Restricted Subsidiary (other than, in
the case of (i), (ii) and (iii) above, (x) a disposition by a Restricted
Subsidiary to the Company or by the Company or a Subsidiary to a Wholly Owned
Subsidiary and (y) for purposes of Section 4.13 only, a disposition that
constitutes a Restricted Payment permitted by Section 4.11); provided, however,
that the following shall not be deemed an Asset Disposition: (A) a transaction
or series of related transactions consummated after the Issue Date for which the
Company or its Restricted Subsidiaries receives aggregate consideration of up to
$20 million during any consecutive 12-month period; provided that such sale or
disposition also complies with Section 4.13(a)(i); and (B) insurance proceeds
received in connection with any casualty in an amount not to exceed $3 million
in the aggregate in any fiscal year; provided that to the extent the Company
shall have reinvested such proceeds on the date of any required Asset Sale Offer
(or certified to the Trustee that it intends to reinvest within 365 days of such
Asset Sale Offer, or, in the case of the rebuilding of a facility with insurance
proceeds, as contemplated by clause (B) in this definition of Asset Disposition,
such longer time as may be required to construct such facility) any of such
proceeds in equipment, vehicles or other assets used in the Company's principal
lines of business, the resultant Asset Sale Offer shall be reduced by the amount
so reinvested or to be reinvested.

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

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

          "Bankruptcy Law" means Title 11, United States Code or any similar
Federal or state law for the relief of debtors.

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

                                       -2-

<PAGE>

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

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

          "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock.

          "Cash Equivalents" means, at any time,

          (i)    any evidence of Indebtedness with a maturity of 180 days or
     less from the date of acquisition issued or directly and fully guaranteed
     or insured by the United States of America or any agency or instrumentality
     thereof (provided that the full faith and credit of the United States of
     America is pledged in support thereof);

          (ii)   certificates of deposit or acceptances with a maturity of 180
     days or less from the date of acquisition of any financial institution that
     is a member of the Federal Reserve System having combined capital and
     surplus and undivided profits of not less than $300.0 million and whose
     short-term debt has a rating, at the time when any investment therein is
     made, of at least "A-1" (or subsequent equivalent rating) by S&P or at
     least "P-1" (or subsequent equivalent rating) by Moody's;

          (iii)  commercial paper with a maturity of 180 days or less from the
     date of acquisition issued by a corporation that is not an Affiliate of the
     Company organized under the laws of any state of the United States or the
     District of Columbia and rated at least "A-1" (or subsequent equivalent
     rating) by S&P or at least "P-1" (or subsequent equivalent rating) by
     Moody's; and

          (iv)   repurchase agreements and reverse repurchase agreements with
     terms of more than 30 days relating to obligations of the types described
     in clause (i) above entered into with a financial institution of the type
     described in clause (ii) above.

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

          (i)    any "person" (as such term is used in Sections 13(d) and 14(d)
     of the Exchange Act), other than (a) any Designated Person or (b)
     combination of Designated Persons, is or becomes the beneficial owner (as
     defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for
     purposes of this clause (i) such person shall be deemed to have "beneficial
     ownership" of all shares that any such person has the right to acquire,
     whether such right is exercisable immediately or only after the passage of
     time), directly

                                       -3-

<PAGE>

     or indirectly, of more than 50% of the total voting power of the Voting
     Stock of the Company;

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

          (iii)  the Company conveys, transfers or leases all or substantially
     all its assets to any person or group, in one transaction or a series of
     transactions other than any conveyance, transfer or lease between the
     Company and a Wholly Owned Subsidiary; or

          (iv)   the stockholders of the Company shall approve any plan or
     proposal for the liquidation or dissolution of the Company.

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

          "Common Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's common stock, whether now outstanding or
issued after the Issue Date, including, without limitation, all series and
classes of such common stock.

          "Company" means Westinghouse Air Brake Technologies Corporation, a
Delaware corporation, until a successor replaces it in accordance with Section
5.1, and thereafter means the successor.

          "Consolidated Assets" as of any date of determination means the total
amount of assets which would appear on a consolidated balance sheet of the
Company and its consolidated Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP.

          "Consolidated Coverage Ratio" as of any date of determination means
the ratio of (i) the aggregate amount of EBITDA for the four most recent fiscal
quarters for which the Company has filed financial statements with the SEC
pursuant to the requirements of the Exchange Act prior to the date of such
determination to (ii) Consolidated Interest Expense for such four fiscal
quarters; provided, however, that:

          (1)  if the Company or any Restricted Subsidiary has Incurred any
     Indebtedness since the beginning of such period that remains outstanding or
     if the transaction giving rise to the need to calculate the Consolidated
     Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and
     Consolidated Interest Expense for such period shall be calculated after
     giving effect on a pro forma basis to such Indebtedness as if such
     Indebtedness has been Incurred on the first day of such period and the
     discharge of any other Indebtedness repaid, repurchased, defeased or
     otherwise discharged with the proceeds of such new Indebtedness as if such
     discharge had occurred on the first day of such period, except that, in
     making such calculation, Indebtedness Incurred under a revolving credit or
     similar arrangement to finance seasonal fluctuations in working capital
     needs shall be computed on the average daily balance of such Indebtedness
     during such period unless such Indebtedness is projected in the reasonable
     judgment of senior management of the Company to remain outstanding for a
     period in excess of 12 months from the date of In-

                                       -4-

<PAGE>

     currence of such Indebtedness, in which case such Indebtedness will be
     assumed to have been Incurred on the first day of such coverage period;

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

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

          (4)  if since the beginning of such period any Person (that
     subsequently became a Restricted Subsidiary or was merged with or into the
     Company or any Restricted Subsidiary since the beginning of such period)
     shall have made any Asset Disposition, any Investment or acquisition of
     assets that would have required an adjustment pursuant to clause (2) or (3)
     above if made by the Company or a Restricted Subsidiary during such period,
     EBITDA and Consolidated Interest Expense for such period shall be
     calculated after giving pro forma effect thereto as if such Asset
     Disposition, Investment or acquisition occurred on the first day of such
     period. For purposes of this definition, whenever pro forma effect is to be
     given to an acquisition of assets, the amount of income or earnings
     relating thereto, and the amount of Consolidated Interest Expense
     associated with any Indebtedness Incurred in connection therewith, the pro
     forma calculations shall be determined in good faith by a responsible
     financial or accounting officer of the Company. If any Indebtedness bears a
     floating rate of interest and is being given pro forma effect, the interest
     of such Indebtedness shall be calculated as if the rate in effect on the
     date of determination had been the applicable rate for the entire period
     (taking into account any Interest Rate Protection Agreement applicable to
     such Indebtedness if such Interest Rate Protection Agreement has a
     remaining term in excess of 12 months).

                                       -5-

<PAGE>

          "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its consolidated Restricted Subsidiaries,
plus (x) to the extent not included in such total interest expense, and to the
extent incurred by the Company or its Restricted Subsidiaries:

          (i)    interest expense attributable to capital leases,

          (ii)   amortization of debt discount and debt issuance cost (excluding
     debt issuance cost relating to the Notes);

          (iii)  capitalized interest;

          (iv)   non-cash interest payments;

          (v)    commissions, discounts and other fees and charges owed with
     respect to letters of credit and bankers' acceptance financing;

          (vi)   net costs under Interest Rate Protection Agreements (including
     amortization of fees);

          (vii)  Preferred Stock dividends in respect of all Preferred Stock
     held by Persons other than the Company or a Wholly Owned Subsidiary;

          (viii) interest incurred in connection with Investments in
     discontinued operations; and

          (ix)   interest actually paid by the Company or any of its
     consolidated Restricted Subsidiaries under any Guarantee of Indebtedness of
     any Person

and minus (y) to the extent included in such total interest expense, any
amortization by the Company and its consolidated Restricted Subsidiaries of (i)
capitalized interest or (ii) commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers' acceptance financing.

          "Consolidated Net Income" means, for any period, the net income of the
Company and its consolidated Restricted Subsidiaries; provided, however, that
there shall not be included in such Consolidated Net Income:

          (i)    any net income of any Person if such Person is not a Restricted
     Subsidiary, except that subject to the limitations contained in clause
     (iii) below, the Company's equity in the net income of any such Person for
     such period shall be included in such Consolidated Net Income up to the
     aggregate amount of cash actually distributed by such Person during such
     period to the Company or a Restricted Subsidiary as a dividend or other
     distribution (subject, in the case of a dividend or other distribution paid
     to a Restricted Subsidiary, to the limitations contained in clause (ii)
     below);

          (ii)   the net income of any Restricted Subsidiary that is not a
     Guarantor to the extent that such Restricted Subsidiary is subject to
     restrictions, directly or indirectly, on

                                       -6-

<PAGE>

     the payment of dividends or the making of distributions, directly or
     indirectly, to the Company, except that the Company's equity in a net loss
     of any such Restricted Subsidiary for such period shall be included in
     determining such Consolidated Net Income;

          (iii)  any gain (but not loss) realized upon the sale or other
     disposition of any property, plant or equipment of the Company or its
     consolidated Restricted Subsidiaries (including pursuant to any
     sale-and-leaseback arrangement) which is not sold or otherwise disposed of
     in the ordinary course of business and any gain (but not loss) realized
     upon the sale or other disposition of any Capital Stock of any Person;

          (iv)   extraordinary gains or losses; and

          (v)    the cumulative effect of a change in accounting principles.

          "Continuing Directors" means, as of the date of determination, any
member of the Board of Directors of the Company who: (a) was a member of such
Board of Directors on the Issue Date, (b) was nominated for election or elected
to such Board of Directors with the approval of a majority of the Continuing
Directors who were members of such Board of Directors at the time of such
nomination or election, or (c) is a representative of a Designated Person.

          "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "Controlling" and "Controlled" shall have meanings correlative
thereto.

          "Credit Agreement" means the Credit Agreement dated as of January 31,
1995, as amended and restated as of November 19, 1999 (as amended on November
16, 2000, March 31, 2001, July 18, 2001, September 17, 2001, November 14, 2001,
November 13, 2002, May 17, 2003 and July 17, 2003), among the Company, the
guarantors from time to time party thereto, the financial institutions from time
to time party thereto and LaSalle Bank National Association, as bookrunner and
co-syndication agent, JPMorgan Chase Bank, as administrative agent, The Bank of
New York, as co-syndication agent, Mellon Bank N.A., as documentation agent and
Chase Manhattan Bank USA, N.A. (as successor in interest to Chase Manhattan Bank
Delaware), LaSalle Bank National Association and ABN AMRO Bank N.V. as issuing
banks, as the same may be amended or modified from time to time, and any
agreement or agreements evidencing any refunding, replacement, refinancing or
renewal, in whole or in part, of the Credit Agreement; provided that such
refunding, replacement, refinancing or renewal shall be effected in the
commercial bank lending market, and not in the capital markets.

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

          "Depository" means, with respect to the Notes issued in the form of
one or more Global Notes, The Depository Trust Company or another Person
designated as Depository by the Company, which must be a clearing agency
registered under the Exchange Act.

                                       -7-

<PAGE>

          "Designated Person" means Charlesbank Equity Fund II, Limited
Partnership, or any of its Controlled Affiliates, Vestar or Vestar Capital or
any of their respective Controlled Affiliates.

          "Disqualified Capital Stock" means, with respect to any Person, (a)
any Capital Stock which by its terms (or by the terms of any security into which
it is convertible or for which it is exchangeable) or upon the happening of any
event (i) matures or is mandatorily redeemable pursuant to a sinking fund
obligation or otherwise, (ii) is convertible or exchangeable for Indebtedness or
Disqualified Capital Stock or (iii) is redeemable at the option of the holder
thereof, in whole or in part, in each case on or prior to the first anniversary
of the Stated Maturity of the Notes or (b) any Capital Stock of a Subsidiary.

          "EBITDA" for any period means Consolidated Net Income plus the
following to the extent deducted in calculating such Consolidated Net Income:

          (a)  all income tax expense of the Company;

          (b)  Consolidated Interest Expense;

          (c)  depreciation expense;

          (d)  amortization expense; and

          (e)  other noncash charges (including any charges resulting from the
     writedown of inventory) deducted in determining Consolidated Net Income
     (and not already excluded from the definition of the term "Consolidated Net
     Income"),

in each case for such period.

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

          "Exchange Notes" means the 6 7/8% Senior Notes due 2013 to be issued
in exchange for the Notes pursuant to the Registration Rights Agreement.

          "Fair Market Value" means, with respect to any asset, the price which
could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of which is under
compulsion to complete the transaction. The Fair Market Value of any asset or
assets shall be determined by the Board of Directors of the Company, acting in
good faith, and shall be evidenced by a resolution of such Board of Directors
delivered to the Trustee.

          "Foreign Subsidiary" means a corporation that is not incorporated
under the laws of the United States or any political subdivision thereof and
whose business is primarily conducted outside of the United States.

          "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the date of this Indenture, including those
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public

                                       -8-

<PAGE>

Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as approved by
a significant segment of the accounting profession.

          "Global Notes" means one or more 144A Global Notes, Regulation S
Global Notes and IAI Global Notes.

          "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any Person and
any obligation, direct or indirect, contingent or otherwise, of such Person:

          (i)    to purchase or pay (or advance or supply funds for the purchase
     or payment of) such Indebtedness of such Person (whether arising by virtue
     of partnership arrangements, or by agreements to keep-well, to purchase
     assets, goods, securities or services, to take-or-pay, or to maintain
     financial statement conditions or otherwise) or

          (ii)   entered into for the purpose of assuring in any other manner
     the obligee of such Indebtedness of the payment thereof or to protect such
     obligee against loss in respect thereof (in whole or in part);

provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

          "Guarantor" means each Restricted Subsidiary as of the date hereof and
any subsidiary that becomes a guarantor of the Notes pursuant to this Indenture.

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

          "IAI Global Note" means a permanent global note in registered form
representing the aggregate principal amount of Notes sold to Institutional
Accredited Investors.

          "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Subsidiary at the time it becomes a Subsidiary. The term "Incurrence" when used
as a noun shall have a correlative meaning.

          "Indebtedness" of any Person means, without duplication,

          (i)    the principal of and premium (if any) in respect of

                 (A)  indebtedness of such Person for money borrowed and

                 (B)  indebtedness evidenced by notes, debentures, bonds or
          other similar instruments for the payment of which such Person is
          responsible or liable;

                                       -9-

<PAGE>

          (ii)   all Capital Lease Obligations of such Person and all
     Attributable Debt in respect of Sale/Leaseback Transactions entered into by
     such Person;

          (iii)  all obligations of such Person issued or assumed as
     the deferred purchase price of property, all conditional sale obligations
     of such Person and all obligations of such Person under any title retention
     agreement (but excluding trade accounts payable arising in the ordinary
     course of business);

          (iv)   all obligations of such Person for the reimbursement of any
     obligor on any letter of credit, banker's acceptance or similar credit
     transaction (other than obligations with respect to letters of credit
     securing obligations (other than obligations described in (i) through (iii)
     above) entered into in the ordinary course of business of such Person to
     the extent such letters of credit are not drawn upon or, if and to the
     extent drawn upon, such drawing is reimbursed no later than the third
     Business Day following receipt by such Person of a demand for reimbursement
     following payment on the letter of credit);

          (v)    the amount of all obligations of such Person with respect to
     the redemption, repayment or other repurchase of any Disqualified Capital
     Stock (but excluding, in each case, any accrued dividends);

          (vi)   all obligations of the type referred to in clauses (i) through
     (v) of other Persons and all dividends of other Persons for the payment of
     which, in either case, such Person is responsible or liable, directly or
     indirectly, as guarantor or otherwise; and

          (vii)  all obligations of the type referred to in clauses (i) through
     (vi) of other Persons secured by any Lien on any property or asset of such
     Person (whether or not such obligation is assumed by such Person), the
     amount of such obligation being deemed to be the lesser of the value of
     such property and assets or the amount of the obligation so secured.

          "Indenture" means this Indenture, as may be amended from time to time.

          "Initial Notes" means (i) the 6 7/8% Senior Notes due 2013 and (ii)
Additional Notes, if any, issued in the form of 6 7/8% Senior Notes due 2013 of
the Company, including those issued in a transaction exempt from the
registration requirements of the Securities Act.

          "Initial Purchasers" means 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.

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

          "interest" means any interest hereunder and any Liquidated Damages
under the Registration Rights Agreement.

                                      -10-

<PAGE>

          "Interest Payment Date" means each semiannual interest payment date on
January 31 and July 31 of each year, commencing January 31, 2004.

          "Interest Rate Protection Agreement" means any interest rate swap
agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect the Company or any Restricted Subsidiary against
fluctuations in interest rates.

          "Interest Record Date" for the interest payable on any Interest
Payment Date (except a date for payment of defaulted interest) means the January
15 or July 15 (whether or not a Business Day), as the case may be, immediately
preceding such Interest Payment Date.

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

          "Investment Grade" means Baa3 or higher by Moody's and BBB- or higher
by S&P.

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

          "Joint Venture" means a joint venture, partnership or other similar
arrangement, whether in corporate, partnership or other legal form; provided
that, as to any such arrangement in corporate form, such corporation shall not
as to any Person of which such corporation is a Subsidiary, be considered to be
a Joint Venture to which such Person is a party.

          "Legal Holiday" means Saturday, Sunday or a day on which banking
institutions in New York, New York or at a place of payment are authorized or
obligated by law, regulation or executive order to remain closed.

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

                                      -11-

<PAGE>

          "Maturity Date" means July 31, 2013.

          "Moody's" means Moody's Investors Service, Inc. or any successor to
its debt rating business.

          "Net Available Cash" from an Asset Disposition means cash payments and
Cash Equivalents received therefrom (including any cash payments and Cash
Equivalents received by way of deferred payment of principal pursuant to a note
or installment receivable or otherwise, but only as and when received, but
excluding any other consideration received in the form of assumption by the
acquiring person of Indebtedness or other obligations relating to such
properties or assets or received in any other noncash form) in each case net of
all legal, title and recording tax expenses, commissions and other fees and
expenses incurred, and all federal, state, provincial, foreign and local taxes
required to be accrued as a liability under GAAP, as a consequence of such Asset
Disposition, and in each case net of all payments made on any Indebtedness which
is secured by any assets subject to such Asset Disposition, in accordance with
the terms of any Lien upon or other security agreement of any kind with respect
to such assets, or which must by its terms, or in order to obtain a necessary
consent to such Asset Disposition, or by applicable law be repaid out of the
proceeds from such Asset Disposition, and net of all distributions and other
payments required to be made to minority interest holders in Subsidiaries or
joint ventures as a result of such Asset Disposition.

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

          "Notes" means, collectively, the Initial Notes and the Unrestricted
Notes treated as a single class of securities, as amended or supplemented from
time to time in accordance with the terms of this Indenture.

          "Officer" means the Chairman of the Board of Directors, the Chief
Executive Officer, the President, the Chief Financial Officer, the Treasurer,
Controller, Secretary or any Vice President of the Company or any other obligor
upon the securities.

          "Officers' Certificate" means a certificate signed by the Chairman of
the Board of Directors, the Vice Chairman, the President or any Vice President
and by the Chief Financial Officer, Treasurer or the Secretary of such Person
which shall comply with applicable provisions of Sections 11.4 and 11.5 hereof.

          "144A Global Note" means a permanent global note in registered form
representing the aggregate principal amount of Notes sold in reliance on Rule
144A.

          "Opinion of Counsel" means an opinion in writing signed by legal
counsel. Such counsel may be an employee of or counsel to the Company or any
Subsidiary of the Company.

          "Paying Agent" has the meaning set forth in Section 2.3.

                                      -12-

<PAGE>

          "Permitted Investments" means any of the following:

          (i)    any investment in direct obligations of the United States of
     America or any agency thereof or obligations guaranteed by the United
     States of America or any agency thereof;

          (ii)   investments in time deposit accounts, certificates of
deposit and money market deposits maturing within 180 days of the date of
acquisition thereof issued by a bank or trust company which is organized under
the laws of the United States of America, any state thereof or any foreign
country recognized by the United States, and, in the case of investments in
excess of $100,000 in any one bank or trust company, which bank or trust company
has capital, surplus and undivided profits aggregating in excess of $50.0
million (or the foreign currency equivalent thereof) and has outstanding debt
which is rated "A" (or such similar equivalent rating) or higher by at least one
nationally recognized statistical rating organization (as defined in Rule 436
under the Securities Act) or any money-market fund sponsored by a registered
broker dealer or mutual fund distributor;

          (iii)  repurchase obligations with a term of not more than 30 days for
     underlying securities of the types described in clause (i) above entered
     into with a bank meeting the qualifications described in clause (ii) above;

          (iv)   investments in commercial paper, maturing not more than 90 days
     after the date of acquisition, issued by a corporation (other than an
     Affiliate of the Company) organized and in existence under the laws of the
     United States of America or any foreign country recognized by the United
     States of America with a rating at the time as of which any investment
     therein is made of "P-1" (or higher) according to Moody's or "A-1" (or
     higher) according to S&P;

          (v)    investments in securities with maturities of six months or less
     from the date of acquisition issued or fully guaranteed by any state,
     commonwealth or territory of the United States of America, or by any
     political subdivision or taxing authority thereof, and rated at least "A"
     by S&P or "A" by Moody's; and

          (vi)   any investment in an Accounts Receivables Entity.

          "Permitted Liens" means, with respect to any Person,

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

          (b)    Liens securing Indebtedness described in Section 4.9(b)(1) and
     interest, fees, expenses and other obligations owing under the Credit
     Agreement and obligations owing under any related guarantee, security or
     similar agreement;

          (c)    Liens on property at the time such Person or any of its
     Subsidiaries acquires the property, including any acquisition by means of a
     merger or consolidation with

                                      -13-

<PAGE>

     or into such Person or a Subsidiary of such Person; provided, however, that
     the Liens may not extend to any other property owned by such Person or any
     of its Subsidiaries;

          (d)    Liens securing Purchase Money Indebtedness;

          (e)    additional Liens for any purpose of up to 15% of the Company's
     Consolidated Assets;

          (f)    pledges or deposits by such Person under workmen's compensation
     laws, unemployment insurance laws or similar legislation, or good faith
     deposits in connection with bids, tenders, contracts (other than for the
     payment of Indebtedness) or leases to which such Person is a party, or
     deposits to secure public or statutory obligations of such Person or
     deposits of cash or United States government bonds to secure surety or
     appeal bonds to which such Person is a party, or deposits as security for
     contested taxes or import duties or for the payment of rent, in each case
     Incurred in the ordinary course of business;

          (g)    Liens imposed by law, such as carriers', warehousemen's and
     mechanics' Liens, in each case for sums not yet due or being contested in
     good faith by appropriate proceedings or other Liens arising out of
     judgments or awards against such Person with respect to which such Person
     shall then be proceeding with an appeal or other proceedings for review;

          (h)    Liens for property taxes not yet subject to penalties for
     non-payment or which are being contested in good faith and by appropriate
     proceedings;

          (i)    Liens in favor of issuers of surety bonds, performance
     bonds or letters of credit issued pursuant to the request of and for the
     account of such Person in the ordinary course of its business; provided,
     however, that such letters of credit (and reimbursement obligations
     thereunder) do not constitute Indebtedness;

          (j)    survey exceptions, encumbrances, easements or reservations
     of, or rights of others for, licenses, rights of way, sewers, electric
     lines, telegraph and telephone lines and other similar purposes, or zoning
     or other restrictions as to the use of real properties or Liens incidental
     to the conduct of the business of such Person or to the ownership of its
     properties which were not Incurred in connection with Indebtedness and
     which do not in the aggregate materially adversely affect the value of said
     properties or materially impair their use in the operation of the business
     of such Person;

          (k)    Liens securing Indebtedness incurred to finance the
     construction, purchase or lease of, or repairs, improvements or additions
     to, property of such Person; provided, however, that the Lien may not
     extend to any other property owned by such Person or any of its Restricted
     Subsidiaries at the time the Lien is Incurred, and the Indebtedness secured
     by the Lien may not be Incurred more than 180 days after the later of the
     acquisition, completion of construction, repair, improvement, addition or
     commencement of full operation of the property subject to the Lien;

                                      -14-

<PAGE>

          (l)    Liens on property or shares of stock of another Person at
     the time such other Person becomes a Subsidiary of such Person; provided,
     however, that any such Lien may not extend to any other property owned by
     such Person or any of its Restricted Subsidiaries;

          (m)    Liens securing Indebtedness or other obligations of a
     Subsidiary of such Person owing to such Person or a Wholly Owned Subsidiary
     of such Person (other than an Unrestricted Subsidiary);

          (n)    Liens Incurred by another Person on assets that are the
     subject of a Capital Lease Obligation to which such Person or a Subsidiary
     of such Person is a party; provided, however, that any such Lien may not
     secure Indebtedness of such Person or any of its Restricted Subsidiaries
     (except by virtue of clause (vii) of the definition of "Indebtedness") and
     may not extend to any other property owned by such Person or any Subsidiary
     of such Person;

          (o)    Liens securing Interest Rate Protection Agreements so long
     as the related Indebtedness is, and is permitted to be under this
     Indenture, secured by a Lien on the same property securing the Interest
     Rate Protection Agreement;

          (p)    Liens to secure any Refinancing (or successive
     Refinancings) as a whole, or in part, of any Indebtedness secured by any
     Lien (other than that referred to in clauses (b), (e), (q) and (r));
     provided, however, that (x) such new Lien shall be limited to all or part
     of the same property that secured the original Lien (plus improvements on
     such property) and (y) the Indebtedness secured by such Lien at such time
     is not increased (other than by an amount necessary to pay fees and
     expenses, including premiums, related to the Refinancing of such
     Indebtedness);

          (q)    Liens Incurred in connection with any Sale/Leaseback
     Transaction permitted pursuant to Section 4.17 securing borrowings of up to
     $20 million;

          (r)    Liens with respect to any Indebtedness Incurred by any
     Restricted Subsidiary pursuant to Section 4.9(b)(12); provided that such
     Lien shall only be a "Permitted Lien" so long as such Indebtedness requires
     a restriction on distributions referred to under Section 4.9(b)(12); and

          (s)    Liens securing obligations under a Qualified Receivables
     Transaction; provided that such Liens do not extend to assets other than
     receivables assets (as defined in the definition of Qualified Receivables
     Transactions) or stock of the Accounts Receivable Entity.

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

          "Physical Notes" means one or more certificated Notes in registered
form.

                                      -15-

<PAGE>

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

          "Principal" of a Note means the principal of the Note plus the
premium, if any, payable on the Note which is due or overdue or is to become due
at the relevant time.

          "Private Exchange Securities" has the meaning provided in Section 1 of
the Registration Rights Agreement.

          "Private Placement Legend" means the legend initially set forth on the
Notes in the form set forth on Exhibit A hereto.

          "Purchase Agreement" means the Purchase Agreement dated as of July 23,
2003, by and among the Company, the Guarantors and the Initial Purchasers.

          "Purchase Money Indebtedness" means Indebtedness

          (i)    consisting of the deferred purchase price of property,
     conditional sale obligations, obligations under any title retention
     agreement and other purchase money obligations, including borrowings, in
     each case where the maturity of such Indebtedness does not exceed the
     anticipated useful life of the asset being financed, and

          (ii)   Incurred to finance the acquisition or construction by any
     Subsidiary of such asset, including additions and improvements; provided,
     however, that any Lien arising in connection with any such Indebtedness
     shall be limited to the specified asset being financed or, in the case of
     real property or fixtures, including additions and improvements, the real
     property on which such asset is attached; and provided further, however,
     that the principal amount of such Indebtedness does not exceed the lesser
     of 85% of the cost or 85% of the fair market value of the asset being
     financed (such fair market value as determined in good faith by the Board
     of Directors, as evidenced by a resolution).

          "Qualified Capital Stock" means any Capital Stock other than
Disqualified Capital Stock.

          "Qualified Institutional Buyer" or "QIB" means a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act.

          "Qualified Receivables Transactions" means any sale or sales by the
Company or any Restricted Subsidiary of accounts receivable and related assets
(the "receivables assets") intended to be a true sale transaction with customary
limited recourse based upon the collectibility of the receivables sold and the
corresponding pledge of such receivables assets (or an interest therein), in
each case without any guarantee by the Company or any Restricted Subsidiary
other than by an Accounts Receivable Entity; provided that such transaction is
on market terms at the time the Company, such Restricted Subsidiary or the
Accounts Receivable Entity entered into such transaction.

                                      -16-

<PAGE>

          "Rating Agencies" means (a) S&P, (b) Moody's; or (c) if S&P or Moody's
or both shall not make a rating of the Notes publicly available, a nationally
recognized securities rating agency or agencies, as the case may be, selected by
the Company, which shall be substituted for S&P or Moody's or both, as the case
may be.

          "Redemption Date," when used with respect to any Note to be redeemed,
means the date fixed for such redemption pursuant to this Indenture.

          "Redemption Price" means the amount payable for the redemption or
repurchase of any Note on the Redemption Date, and shall always include interest
accrued and unpaid to the Redemption Date, unless otherwise specifically
provided.

          "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
Indebtedness in exchange or replacement for, such Indebtedness. "Refinanced" and
"Refinancing" shall have correlative meanings.

          "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary Incurred in compliance
with this Indenture; provided, however, that

          (i)    such Refinancing Indebtedness has a Stated Maturity no earlier
     than the Stated Maturity of the Indebtedness being Refinanced;

          (ii)   such Refinancing Indebtedness has an Average Life at the time
     such Refinancing Indebtedness is Incurred that is equal to or greater than
     the Average Life of the Indebtedness being Refinanced;

          (iii)  such Refinancing Indebtedness has an aggregate principal
     amount (or if Incurred with original issue discount, an aggregate issue
     price) that is equal to or less than the aggregate principal amount (or if
     Incurred with original issue discount, the aggregate accreted value) then
     outstanding or committed (plus fees and expenses, including any premium and
     defeasance costs) under the Indebtedness being Refinanced; provided
     further, however, that Refinancing Indebtedness shall not include (x)
     Indebtedness of a Subsidiary that refinances Indebtedness of the Company or
     (y) Indebtedness of the Company or a Restricted Subsidiary that refinances
     Indebtedness of an Unrestricted Subsidiary; and

          (iv)   such Refinancing Indebtedness is subordinated in right of
     payment to the Notes at least to the extent that the Indebtedness to be
     Refinanced is subordinated in right of payment to the Notes.

          "Registrar" has the meaning set forth in Section 2.3.

          "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement dated as of August 6, 2003, by and among the Company and the
Initial Purchasers.

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

                                      -17-

<PAGE>

          "Related Business" means any business related, ancillary or
complementary to the businesses of the Company and the Restricted Subsidiaries
on the Issue Date.

          "Responsible Officer," when used with respect to the Trustee, shall
mean any officer in the corporate trust department of the Trustee or any officer
of the Trustee customarily performing functions similar to those performed by
any officer in the corporate trust department of the Trustee with respect to a
particular corporate matter or any other officer to whom any corporate trust
matter is referred because of his knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

          "Restricted Payment" with respect to any Person means

          (i)    the declaration or payment of any dividends or any other
     distributions of any sort in respect of its Capital Stock (including any
     payment in connection with any merger or consolidation involving such
     Person) or similar payment to the direct or indirect holders of its Capital
     Stock (other than dividends or distributions payable solely in its Capital
     Stock (other than Disqualified Capital Stock) or rights to acquire its
     Capital Stock (other than Disqualified Capital Stock) and dividends or
     distributions payable solely to the Company or a Restricted Subsidiary, and
     other than pro rata dividends or other distributions made by a Subsidiary
     to minority stockholders (or owners of an equivalent interest in the case
     of a Subsidiary that is an entity other than a corporation)),

          (ii)   the purchase, redemption or other acquisition or retirement for
     value of any Capital Stock of the Company or of any Restricted Subsidiary
     held by any Person or of any Capital Stock of a Restricted Subsidiary held
     by any Affiliate of the Company (other than a Wholly Owned Subsidiary),
     including the exercise of any option to exchange any Capital Stock (other
     than into Capital Stock of the Company that is not Disqualified Capital
     Stock), or

          (iii)  the making of any Investment in any Person (other than (x) a
     Permitted Investment or (y) any Investment made to acquire a Restricted
     Subsidiary).

          "Restricted Security" has the meaning set forth in Rule 144(a)(3)
under the Securities Act; provided, however, that the Trustee shall be entitled
to request and conclusively rely upon an Opinion of Counsel with respect to
whether any Note is a Restricted Security.

          "Restricted Subsidiary" means any Subsidiary of the Company that is
not an Unrestricted Subsidiary.

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

          "Rule 144A Global Note" means a permanent global security in
registered form representing the outstanding principal amount of Notes sold in
reliance on Rule 144A.

          "S&P" means Standard and Poor's Rating Group or any successor to its
debt rating business.

                                      -18-

<PAGE>

          "Sale/Leaseback Transaction" means an arrangement relating to property
now owned or hereafter acquired whereby the Company or a Restricted Subsidiary
transfers such property to a Person and leases it back from such Person, other
than leases for a term of not more than 12 months or between the Company and a
Wholly Owned Subsidiary or between Wholly Owned Subsidiaries.

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

          "SEC" means the Securities and Exchange Commission.

          "Senior Indebtedness" means

          (i)    Indebtedness of the Company, whether outstanding on the Issue
     Date or thereafter Incurred; and

          (ii)   accrued and unpaid interest (including interest accruing on or
     after the filing of any petition in bankruptcy or for reorganization
     relating to the Company to the extent post-filing interest is allowed in
     such proceeding) in respect of

                 (A)  Indebtedness of the Company for money borrowed and

                 (B)  Indebtedness evidenced by notes, debentures, bonds or
          other similar instruments for the payment of which the Company is
          responsible or liable unless, in the instrument creating or evidencing
          the same or pursuant to which the same is outstanding, it is provided
          that such obligations are subordinate in right of payment to the
          Notes;

provided, however, that Senior Indebtedness shall not include

          (1)    any obligation of the Company to any Subsidiary,

          (2)    any liability for federal, state, local or other taxes owed or
     owing by the Company,

          (3)    any accounts payable or other liability to trade creditors
     arising in the ordinary course of business (including guarantees thereof or
     instruments evidencing such liabilities),

          (4)    any Indebtedness of the Company (and any accrued and unpaid
     interest in respect thereof) which is expressly subordinate in right of
     payment to any other Indebtedness or other obligation of the Company or

          (5)    that portion of any Indebtedness which at the time of
     Incurrence is Incurred in violation of this Indenture.

          "Significant Subsidiary" with respect to any Person, means any
Restricted Subsidiary of such Person that satisfies the criteria of a
"significant subsidiary" set forth in Rule 1-02(w) of Regulation S-X under the
Exchange Act.

                                      -19-

<PAGE>

          "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

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

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

          "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended (15 U.S.C. Sections 77aaa-77bbbb), as in effect on the date on which
this Indenture is qualified under the TIA, except as provided in Section 9.3
hereof; provided, however, that in the event the Trust Indenture Act is amended
after such date, "Trust Indenture Act" and "TIA" mean, to the extent required by
such amendment, the Trust Indenture Act as so amended.

          "Trustee" means the party named as such in this Indenture until a
successor replaces it in accordance with the applicable provisions hereof, and
thereafter means such successor serving hereunder.

          "Unrestricted Notes" means one or more Notes that do not and are not
required to bear the Private Placement Legend in the form set forth in Exhibit A
hereto, including, without limitation, the Exchange Notes and any Notes
registered under the Securities Act pursuant to and in accordance with the
Registration Rights Agreement.

          "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that
at the time of determination shall be designated an Unrestricted Subsidiary by
the Board of Directors under Section 4.10 and (ii) any Subsidiary of an
Unrestricted Subsidiary.

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

          "Vestar" means Vestar WABCO Investors, L.P., a Delaware limited
partnership.

          "Vestar Capital" means Vestar Capital Partners, Inc., a Delaware
corporation.

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

                                      -20-

<PAGE>

          "Wholly Owned Subsidiary" means a Restricted Subsidiary all the
Capital Stock of which (other than directors' qualifying shares and shares held
by other Persons to the extent such shares are required by applicable law to be
held by a Person other than the Company or a Restricted Subsidiary) is owned by
the Company or one or more Wholly Owned Subsidiaries.

          Section 1.2.   Other Definitions.
                         -----------------

                                                       Defined in
                 Term                                   Section

     "Affiliate Transaction" ...........                4.14(a)
     "Asset Sale Offer" ................                4.13(a)
     "Asset Sale Offer Date" ...........                4.13(a)
     "Asset Sale Offer Trigger Date" ...                4.13(a)
     "Asset Sale Payment Date" .........                4.13(b)
     "Change of Control Offer" .........                4.15(a)
     "covenant defeasance" .............                8.1(c)
     "Coverage Ratio Exception" ........                4.9(a)
     "Custodian" .......................                  6.1
     "Designation" .....................                 4.10
     "Designation Amount" ..............                 4.10
     "Event of Default" ................                  6.1
     "legal defeasance" ................                8.1(b)
     "Paying Agent" ....................                  2.3
     "Permitted Indebtedness" ..........                4.9(b)
     "Reference Date" ..................                4.11(a)
     "Registrar" .......................                  2.3
     "Reversion Date" ..................                 4.19
     "Revocation" ......................                 4.10
     "Successor Company" ...............                  5.1
     "Suspended Covenants" .............                4.20(a)
     "Suspension Period" ..............                 4.20(a)
     "Unrestricted Subsidiary" ........                  4.10

          Section 1.3.   Incorporation by Reference of Trust Indenture Act.
                         -------------------------------------------------

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

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

          "Commission" means the SEC;

          "indenture securities" means the Notes;

          "indenture security holder" means a Noteholder;

                                      -21-

<PAGE>

          "indenture to be qualified" means this Indenture;

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

          "obligor" on the Notes means the Company, any other obligor upon the
Notes or any successor obligor upon the Notes.

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

          In addition, for purposes of Sections 311(b)(4) and 311(b)(6) of the
TIA, the following terms shall have the following meanings:

          "cash transaction" means any transaction in which full payment for
goods or securities sold is made within seven days after delivery of the goods
or securities in currency or in checks or other orders drawn upon banks or
bankers acceptances and payable upon demand.

          "self-liquidating paper" means any draft, bill of exchange, acceptance
or obligation which is made, drawn, negotiated or incurred by the Company for
the purpose of financing the purchase, processing, manufacture, shipment,
storage or sale of goods, wares or merchandise and which is secured by documents
evidencing title to, possession of or a lien upon, the goods, wares or
merchandise or the receivables or proceeds arising from the sale of the goods,
wares or merchandise previously constituting the security, provided the security
is received by the Trustee simultaneously with the creation of the creditor
relationship with the Company arising from the making, drawing, negotiating or
incurring of the draft, bill of exchange, acceptance or obligation.

          Section 1.4.   Rules of Construction.
                         ---------------------

          Unless the context otherwise requires:

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

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

          (3)  "or" is not exclusive;

          (4)  "including" means including without limitation;

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

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

          (7)  provisions apply to successive events and transactions.

                                      -22-

<PAGE>

                                    ARTICLE 2

                                    THE NOTES

          Section 2.1.   Form and Dating.
                         ---------------

          The Notes and the Trustee's certificate of authentication thereof
shall be substantially in the form of Exhibit A hereto, which is hereby
incorporated in and expressly made a part of this Indenture. The Exchange Notes
and the Trustee's certificate of authentication thereof shall be substantially
in the form of Exhibit B hereto, which is hereby incorporated in and expressly
made a part of this Indenture. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. The Company and the
Trustee shall approve the form of the Notes and any notation, legend or
endorsement on them. Each Note shall be dated the date of its authentication.

          Notes offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more Rule 144A Global Notes and Notes offered
and sold in reliance on Regulation S shall be issued initially in the form of
one or more Regulation S Global Notes, each substantially in the form set forth
in Exhibit A hereto, deposited with the Trustee, as custodian for the
Depository, duly executed by the Company and authenticated by the Trustee as
hereinafter provided and shall bear the legend set forth in Exhibit C hereto.
The aggregate principal amount of the Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depository, as hereinafter provided.

          Section 2.2.   Execution and Authentication.
                         ----------------------------

          Two Officers shall sign (each of whom shall, in each case, have been
duly authorized by all requisite corporate actions) the Notes for the Company by
manual or facsimile signature.

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

          A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture. The form of Trustee's certificate of
authentication to be borne by the Notes shall be substantially as set forth in
Exhibits A and B hereto.

          The Trustee shall authenticate (i) Initial Notes that are 6 7/8%
Senior Notes due 2013 for original issue on the Closing Date in an aggregate
principal amount not to exceed $150,000,000, or (ii) Unrestricted Notes from
time to time only in exchange for a like principal amount of Initial Notes, in
each case upon a written order of the Company in the form of an Officers'
Certificate. Each such written order shall specify the amount of Notes to be
authenticated and the date on which the Notes are to be authenticated, whether
the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes
are to be issued as Physical Notes or Global Notes and such other information as
the Trustee may reasonably request. Additional Notes may be issued in accordance
with Section 2.17 and Unrestricted Notes may be issued in exchange for Ad-

                                      -23-

<PAGE>

ditional Notes that are Restricted Notes. Any such order or orders shall specify
the amount of the Notes to be authenticated and the date on which the original
issue of Notes is to be authenticated and, in the case of an issuance of
Additional Notes pursuant to Section 2.17 after the Issue Date, whether such
Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall
certify that such issuance will not be prohibited by Section 4.9.

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

          The Notes shall be issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof.

          Section 2.3.   Registrar and Paying Agent.
                         --------------------------

          The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency including the office or agency maintained by the Company
pursuant to Section 4.2 where Notes may be presented for payment ("Paying
Agent"). The Registrar shall keep a register of the Notes and of their transfer
and exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent. The Company may change any Paying Agent, Registrar or co-registrar
without notice to any Noteholder. The Company shall notify the Trustee of the
name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

          The Company initially appoints the Trustee as Registrar and Paying
Agent in connection with the Notes.

          Section 2.4.   Paying Agent To Hold Money in Trust.
                         -----------------------------------

          The Company (or any other obligor upon the Notes) shall require each
Paying Agent other than the Trustee to agree in writing that the Paying Agent
will hold in trust for the benefit of Noteholders or the Trustee all money held
by the Paying Agent for the payment of principal or interest on the Notes, and
will notify the Trustee of any Default by the Company (or any other obligor upon
the Notes) in making any such payment. While any such Default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company (or any other obligor upon the Notes) at any time may require a
Paying Agent to pay all money held by it to the Trustee. Upon payment over to
the Trustee of all money that shall have been delivered by the Company to the
Paying Agent, the Paying Agent shall have no further liability for the money. If
the Company, a Subsidiary or any other obligor upon the Notes acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Noteholders all money held by it as Paying Agent.

                                      -24-

<PAGE>

          Section 2.5.   Noteholder Lists.
                         ----------------

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

          Section 2.6.   Transfer and Exchange.
                         ---------------------

          The Notes will be issued in fully registered form and will be
transferable only upon the surrender of the Notes being transferred for
registration of transfer. Where Notes are presented to the Registrar or a
co-registrar with a request to register, transfer or exchange them for an equal
principal amount of Notes of other denominations, the Registrar shall register
the transfer or make the exchange if its requirements for such transactions are
met; provided that any Note presented or surrendered for registration of
transfer or exchange shall be duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar and the Trustee
duly executed by the Holder thereof or his attorney duly authorized in writing.
To permit registrations of transfer and exchanges in compliance with this
Indenture, the Company shall issue and the Trustee shall authenticate Notes at
the Registrar's request.

          The Company shall not be required (i) to issue, to register the
transfer of or to exchange Notes during a period beginning at the opening of
business on a Business Day 15 days before the day of any selection of Notes for
redemption under Section 3.2 hereof and ending at the close of business on the
day of selection, (ii) to register the transfer of or exchange of a Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part or (iii) to register the transfer or exchange of
a Note between the record date and the next succeeding interest payment date.

          No service charge shall be made for any registration of transfer or
exchange (except as otherwise expressly permitted herein), but the Company may
require payment of a sum sufficient to cover any tax, assessment or other
governmental charge payable in connection therewith (other than such transfer
tax or similar governmental charge payable upon exchanges pursuant to Section
2.10, 3.6 or 9.5 hereof).

          Prior to the registration of any transfer by a Holder as provided
herein, the Issuer, the Trustee and any Agent of the Company shall treat the
Person in whose name the Note is registered on the register maintained by the
Trustee as the owner thereof for all purposes whether or not the Note shall be
overdue, and none of the Company, the Trustee nor any such Agent shall be
affected by notice to the contrary. Any consent, waiver or actions of a Holder
shall be binding upon any subsequent Holders of such Note or a Note received
upon transfer.

          Any Holder of a beneficial interest in a Global Note shall, by
acceptance of such beneficial interest in a Global Note, agree that transfers of
beneficial interests in such Global

                                      -25-

<PAGE>

Note may be effected only through a book-entry system maintained by the
Depository (or its agent), and that ownership of a beneficial interest in a
Global Note shall be required to be reflected in a book entry.

          Section 2.7.   Replacement Notes.
                         -----------------

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

          Every replacement Note is an additional obligation of the Company and
entitled to the benefit of this Indenture.

          Section 2.8.   Outstanding Notes.
                         -----------------

          The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those cancelled by it, those delivered to it for
cancellation and those described in this Section 2.8 as not outstanding.

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

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

          A Note does not cease to be outstanding because the Company or an
Affiliate holds the Note, except as otherwise provided in Section 2.9 hereof.

          Section 2.9.   Treasury Notes.
                         --------------

          In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or a Subsidiary thereof shall be considered as though not outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes which
a Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded.

                                      -26-

<PAGE>

          Section 2.10.  Temporary Notes.
                         ---------------

          Until definitive Notes are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Notes upon receipt of a written
order of the Company in the form of an Officers' Certificate. The Officers'
Certificate shall specify the amount of temporary Notes to be authenticated and
the date on which the temporary Notes are to be authenticated.

          Temporary Notes shall be substantially in the form of definitive Notes
but may have variations that the Company and the Trustee consider appropriate
for temporary Notes. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate upon receipt of a written order of the Company in
the form of an Officers' Certificate pursuant to Section 2.2 definitive Notes in
exchange for temporary Notes.

          Section 2.11.  Cancellation.
                         ------------

          The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for transfer, exchange or payment. The Trustee shall
cancel and dispose of all Notes surrendered for transfer, exchange, payment,
replacement or cancellation. Subject to Section 2.7, the Company may not issue
new Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation. All cancelled Notes held by the Trustee shall be
disposed of by the Trustee in its customary manner.

          Section 2.12.  Defaulted Interest.
                         ------------------

          If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Noteholders on a subsequent special record date, in each case at the rate
provided in the Notes. The Company shall, with the consent of the Trustee, fix
each such special record date and payment date. At least 15 days before the
special record date, the Company (or the Trustee, in the name of and at the
expense of the Company) shall mail to Note-holders a notice that states the
special record date, the related payment date and the amount of such interest to
be paid.

          Section 2.13.  Persons Deemed Owners.
                         ---------------------

          Prior to due presentment of a Note for registration of transfer and
subject to Section 2.12, the Company, the Trustee, any Paying Agent, any
co-registrar and any Registrar may deem and treat the person in whose name any
Note shall be registered upon the register of Notes kept by the Registrar as the
absolute owner of such Note (whether or not such Note shall be overdue and
notwithstanding any notation of the ownership or other writing thereon made by
anyone other than the Company, any co-registrar and any Registrar) for the
purpose of receiving payments of principal of or interest on such Note and for
all other purposes; and none of the Company, the Trustee, any Paying Agent, any
co-registrar or any Registrar shall be affected by any notice to the contrary.

                                      -27-

<PAGE>

          Section 2.14.  CUSIP Numbers.
                         -------------

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

          Section 2.15.  Book-Entry Provisions for Global Notes.
                         --------------------------------------

          (a)  The Global Notes initially shall (i) be registered in the name of
the Depository or the nominee of such Depository, (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear legends as set forth in
Exhibit C.

          Members of, or participants in, the Depository ("Participants") shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depository, or the Trustee as its custodian, or under the
Global Note, and the Depository may be treated by the Company, the Trustee and
any agent of the Company or the Trustee as the absolute owner of the Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depository or impair, as between the Depository and
Participants, the operation of customary practices governing the exercise of the
rights of a Holder of any Note.

          (b)  Transfers of Global Notes shall be limited to transfers in whole,
but not in part, to the Depository, its successors or their respective nominees.
Interests of beneficial owners in the Global Notes may be transferred or
exchanged for Physical Notes in accordance with the rules and procedures of the
Depository and the provisions of Section 2.16; provided, however, that Physical
Notes shall be transferred to all beneficial owners in exchange for their
beneficial interests in Global Notes if (i) the Depository notifies the Company
that it is unwilling or unable to continue as Depository for the Global Notes
and a successor Depository is not appointed by the Company within 90 days of
such notice, (ii) the Depository ceases to be registered as a clearing agency
under the Exchange Act and a successor depository is not appointed within 90
days, (iii) the Company, at its option, notifies the Trustee that it elects to
cause the issuance of Physical Notes, or (iv) an Event of Default has occurred
and is continuing and the Registrar has received a request from the Depository
to issue Physical Notes.

          (c)  In connection with the transfer of Global Notes as an entirety to
beneficial owners pursuant to paragraph (b) of this Section 2.15, the Global
Notes shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall upon written instructions from the
Company authenticate and deliver, to each beneficial owner identified by the
Depository in exchange for its beneficial interest in the Global Notes, an equal
aggregate principal amount of Physical Notes of authorized denominations.

                                      -28-

<PAGE>

          (d)  Any Physical Note constituting a Restricted Note delivered in
exchange for an interest in a Global Note pursuant to paragraph (c) of this
Section 2.15 shall, except as otherwise provided by Section 2.16, bear the
Private Placement Legend.

          (e)  The Holder of any Global Note may grant proxies and otherwise
authorize any Person, including Participants and Persons that may hold interests
through Participants, to take any action which a Holder is entitled to take
under this Indenture or the Notes.

          Section 2.16.  Registration of Transfers and Exchanges.
                         ---------------------------------------

          (a)  Transfer and Exchange of Physical Notes. When Physical Notes are
presented to the Registrar or co-Registrar with a written request:

          (i)  to register the transfer of the Physical Notes; or

          (ii) to exchange such Physical Notes for an equal principal amount
of Physical Notes of other authorized denominations,

the Registrar or co-Registrar shall register the transfer or make the exchange
as requested if the requirements under this Indenture as set forth in this
Section 2.16 for such transactions are met; provided, however, that the Physical
Notes presented or surrendered for registration of transfer or exchange:

          (I)  shall be duly endorsed or accompanied by a written instrument of
     transfer in form satisfactory to the Registrar or co-Registrar, duly
     executed by the Holder thereof or his attorney duly authorized in writing;
     and

          (II) in the case of Physical Notes the offer and sale of which have
     not been registered under the Securities Act, such Physical Notes shall be
     accompanied, in the discretion of the Company or the Trustee, by the
     following additional information and documents, as applicable:

               (A)  if such Physical Note is being delivered to the Registrar or
          co-Registrar by a Holder for registration in the name of such Holder,
          without transfer, a certification from such Holder to that effect
          (substantially in the form of Exhibit D hereto); or

               (B)  if such Physical Note is being transferred to a QIB in
          accordance with Rule 144A, a certification to that effect
          (substantially in the form of Exhibit D hereto); or

               (C)  if such Physical Note is being transferred to an
          Institutional Accredited Investor, delivery of a certification to that
          effect (substantially in the form of Exhibit D hereto) and a
          transferee letter of representation (substantially in the form of
          Exhibit E hereto) and, at the option of the Company or the Trustee, an
          Opinion of Counsel reasonably satisfactory to the Company or the
          Trustee, as the

                                      -29-

<PAGE>

          case may be, to the effect that such transfer is in compliance with
          the Securities Act; or

               (D)  if such Physical Note is being transferred in reliance on
          Regulation S, delivery of a certification to that effect
          (substantially in the form of Exhibit D hereto) and a transferor
          certificate for Regulation S transfer substantially in the form of
          Exhibit F hereto and, at the option of the Company or the Trustee, an
          Opinion of Counsel reasonably satisfactory to the Company or the
          Trustee, as the case may be, to the effect that such transfer is in
          compliance with the Securities Act; or

               (E)  if such Physical Note is being transferred in reliance on
          Rule 144 under the Securities Act, delivery of a certification to that
          effect (substantially in the form of Exhibit D hereto) and, at the
          option of the Company or the Trustee, an Opinion of Counsel reasonably
          satisfactory to the Company or the Trustee, as the case may be, to the
          effect that such transfer is in compliance with the Securities Act; or

               (F)  if such Physical Note is being transferred in reliance on
          another exemption from the registration requirements of the Securities
          Act, a certification to that effect (substantially in the form of
          Exhibit D hereto) and, at the option of the Company or the Trustee, an
          Opinion of Counsel reasonably acceptable to the Company or the
          Trustee, as the case may be, to the effect that such transfer is in
          compliance with the Securities Act.

          (b)  Restrictions on Transfer of a Physical Note for a Beneficial
Interest in a Global Note. A Physical Note the offer and sale of which has not
been registered under the Securities Act may not be exchanged for a beneficial
interest in a Global Note except upon satisfaction of the requirements set forth
below. Upon receipt by the Registrar or co-Registrar of a Physical Note, duly
endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Registrar or co-Registrar, together with:

          (A)  certification, substantially in the form of Exhibit D hereto,
     that such Physical Note is being transferred (I) to a QIB, (II) to an
     Institutional Accredited Investor or (III) in an offshore transaction in
     reliance on Regulation S and, with respect to (II) and (III), at the option
     of the Company or the Trustee, an Opinion of Counsel reasonably acceptable
     to the Company or the Trustee, as the case may be, to the effect that such
     transfer is in compliance with the Securities Act; and

          (B)  written instructions directing the Registrar or co-Registrar to
     make, or to direct the Depository to make, an endorsement on the applicable
     Global Note to reflect an increase in the aggregate amount of the Notes
     represented by the Global Note,

then the Registrar or co-Registrar shall cancel such Physical Note and cause, or
direct the Depository to cause, in accordance with the standing instructions and
procedures existing between the Depository and the Registrar or co-Registrar,
the principal amount of Notes represented by the applicable Global Note to be
increased accordingly. If no 144A Global Note, IAI Global

                                      -30-

<PAGE>

Note or Regulation S Global Note, as the case may be, is then outstanding, the
Company shall, unless either of the events in the proviso to Section 2.15(b)
have occurred and are continuing, issue and the Trustee shall, upon written
instructions from the Company in accordance with Section 2.2, authenticate such
a Global Note in the appropriate principal amount. Private Exchange Securities,
as such, may not be exchanged for a beneficial interest in a Global Note.

          (c)  Transfer and Exchange of Global Notes. The transfer and
exchange of Global Notes or beneficial interests therein shall be effected
through the Depository in accordance with this Indenture (including the
restrictions on transfer set forth herein) and the procedures of the Depository
therefor. Upon receipt by the Registrar or Co-Registrar of written instructions,
or such other instruction as is customary for the Depository, from the
Depository or its nominee, requesting the registration of transfer of an
interest in a 144A Global Note, an IAI Global Note or a Regulation S Global
Note, as the case may be, to another type of Global Note, together with the
applicable Global Notes (or, if the applicable type of Global Note required to
represent the interest as requested to be obtained is not then outstanding, only
the Global Note representing the interest being transferred), the Registrar or
Co-Registrar shall reflect on its books and records (and the applicable Global
Note) the applicable increase and decrease of the principal amount of Notes
represented by such types of Global Notes, giving effect to such transfer. If
the applicable type of Global Note required to represent the interest as
requested to be obtained is not outstanding at the time of such request, the
Company shall issue and the Trustee shall, upon written instructions from the
Company in accordance with Section 2.2, authenticate a new Global Note of such
type in principal amount equal to the principal amount of the interest requested
to be transferred.

          (d)  Transfer of a Beneficial Interest in a Global Note for a
     Physical Note.

          (i)   Any Person having a beneficial interest in a Global Note may
     upon written request exchange such beneficial interest for a Physical Note;
     provided, however, that prior to the Registration, a transferee that is a
     QIB, non-U.S. person or Institutional Accredited Investor may not exchange
     a beneficial interest in Global Note for a Physical Note. Upon receipt by
     the Registrar or co-Registrar of written instructions, or such other form
     of instructions as is customary for the Depository, from the Depository or
     its nominee on behalf of any Person having a beneficial interest in a
     Global Note and upon receipt by the Trustee of a written order or such
     other form of instructions as is customary for the Depository or the Person
     designated by the Depository as having such a beneficial interest
     containing registration instructions and, in the case of any such transfer
     or exchange of a beneficial interest in Notes the offer and sale of which
     have not been registered under the Securities Act, the following additional
     information and documents:

               (A)  if such beneficial interest is being transferred in reliance
          on Rule 144 under the Securities Act, delivery of a certification to
          that effect (substantially in the form of Exhibit D hereto) and, at
          the option of the Company or the Trustee, an Opinion of Counsel
          reasonably satisfactory to the Company or the Trustee, as the case may
          be, to the effect that such transfer is in compliance with the
          Securities Act; or

                                      -31-

<PAGE>

               (B)  if such beneficial interest is being transferred in
     reliance on another exemption from the registration requirements of the
     Securities Act, a certification to that effect (substantially in the form
     of Exhibit D hereto) and, at the option of the Company or the Trustee, an
     Opinion of Counsel reasonably satisfactory to the Company or the Trustee,
     as the case may be, to the effect that such transfer is in compliance with
     the Securities Act,

then the Registrar or co-Registrar will cause, in accordance with the standing
instructions and procedures existing between the Depository and the Registrar or
co-Registrar, the aggregate principal amount of the applicable Global Note to be
reduced and, following such reduction, the Company will execute and, upon
receipt of an authentication order in the form of an Officers' Certificate in
accordance with Section 2.2, the Trustee will authenticate and deliver to the
transferee a Physical Note in the appropriate principal amount.

          (ii) Notes issued in exchange for a beneficial interest in a Global
     Note pursuant to this Section 2.16(d) shall be registered in such names and
     in such authorized denominations as the Depository, pursuant to
     instructions from its direct or indirect participants or otherwise, shall
     instruct the Registrar or co-Registrar in writing. The Registrar or
     co-Registrar shall deliver such Physical Notes to the Persons in whose
     names such Physical Notes are so registered.

          (e)  Restrictions on Transfer and Exchange of Global Notes.
Notwithstanding any other provisions of this Indenture, a Global Note may not be
transferred as a whole except by the Depository to a nominee of the Depository
or by a nominee of the Depository to the Depository or another nominee of the
Depository or by the Depository or any such nominee to a successor Depository or
a nominee of such successor Depository.

          (f)  Private Placement Legend. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Registrar or
co-Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Registrar or co-Registrar shall deliver only Notes that
bear the Private Placement Legend unless, and the Trustee is hereby authorized
to deliver Notes without the Private Placement Legend if, (i) there is delivered
to the Trustee an Opinion of Counsel reasonably satisfactory to the Company and
the Trustee to the effect that neither such legend nor the related restrictions
on transfer are required in order to maintain compliance with the provisions of
the Securities Act; (ii) such Note has been sold pursuant to an effective
registration statement under the Securities Act (including pursuant to a
Registration); or (iii) the date of such transfer, exchange or replacement is
two years after the later of (x) the Issue Date and (y) the last date that the
Company or any affiliate (as defined in Rule 144 under the Securities Act) of
the Company was the owner of such Notes (or any predecessor thereto).

          (g)  Regulation S. During or prior to the end of the "40-day
restricted period" within the meaning of Rule 903(c) of Regulation S, beneficial
interests in the Regulation S Global Note may only be held through the Euroclear
System, as operated by Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream
Banking, S.A. ("Clearstream").

                                      -32-

<PAGE>

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

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

          The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.15 or this Section 2.16.
The Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

          Section 2.17. Issuance of Additional Notes.
                        ----------------------------

          The Company shall be entitled to issue Additional Notes under this
Indenture which shall have identical terms as the Notes issued on the Issue
Date, other than with respect to the date of issuance, issue price and amount of
interest payable on the first payment date applicable thereto (and, if such
Additional Notes shall be issued in the form of Unrestricted Notes or Exchange
Notes, other than with respect to transfer restrictions); provided that such
issuance is not prohibited by Section 4.04. The Initial Notes issued on the
Issue Date, any Additional Notes and all Exchange Notes issued in exchange
therefor shall be treated as a single class for all purposes under this
Indenture.

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

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

          (2)  the issue price, the issue date and the CUSIP number of such
     Additional Notes and the amount of interest payable on the first payment
     date applicable thereto; and

          (3)  whether such Additional Notes shall be Restricted Securities and
     issued in the form of Initial Notes or shall be registered securities
     issued in the form of Unrestricted Notes.

                                      -33-

<PAGE>

                                    ARTICLE 3

                                   REDEMPTION

          Section 3.1.  Notices to Trustee.
                        ------------------

          If the Company elects to redeem Notes pursuant to the redemption
provisions of Section 3.7 hereof, it shall notify the Trustee in writing of the
Redemption Date and the principal amount of Notes to be redeemed.

          The Company shall give each notice to the Trustee provided for in this
Section 3.1 at least 60 days before the Redemption Date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein. If fewer than all the Notes
are to be redeemed, the record date relating to such redemption shall be
selected by the Company and given to the Trustee, which record date shall be not
less than 15 days after the date of notice to the Trustee.

          Any such notice may be cancelled prior to notice being mailed to any
Holder pursuant to Section 3.3 hereof and shall thereafter be void and of no
effect.

          Section 3.2.  Selection of Notes To Be Redeemed.
                        ---------------------------------

          If fewer than all the Notes are to be redeemed, the Trustee shall
select the Notes to be redeemed pro rata or on as nearly a pro rata basis as
possible (subject to DTC procedures), if any, and that the Trustee in its sole
discretion considers fair and appropriate and in accordance with methods
generally used at the time of selection by fiduciaries in similar circumstances.
The Trustee shall make the selection from outstanding Notes not previously
called for redemption. The Trustee may select for redemption portions of the
principal of Notes that have denominations larger than $1,000. Notes and
portions of them the Trustee selects shall be in amounts of $1,000 or a whole
multiple of $1,000. Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption. The Trustee
shall notify the Company promptly of the Notes or portions of Notes to be
redeemed.

          Section 3.3.  Notice of Redemption.
                        --------------------

          At least 30 days but not more than 60 days before a Redemption Date,
the Company shall mail a notice of redemption by first-class mail to each Holder
of Notes to be redeemed at its registered address.

          The notice shall identify (including the CUSIP number, if any) the
Notes to be redeemed and shall state:

          (1)  the Redemption Date;

          (2)  the Redemption Price and accrued interest;

                                      -34-

<PAGE>

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

          (4)  that Notes called for redemption must be surrendered to the
     Paying Agent to collect the Redemption Price;

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

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

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

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section 3.3.

          Section 3.4.  Effect of Notice of Redemption.
                        ------------------------------

          Once notice of redemption is mailed, Notes called for redemption
become due and payable on the Redemption Date and at the Redemption Price stated
in the notice. Upon surrender to the Paying Agent, such Notes shall be paid at
the Redemption Price stated in the notice, plus accrued interest to the
Redemption Date. Failure to give notice or any defect in the notice to any
Holder shall not affect the validity of the notice to any other Holder.

          Section 3.5.  Deposit of Redemption Price.
                        ---------------------------

          Prior to the Redemption Date, the Company shall deposit with the
Paying Agent (or, if the Company or any of its Subsidiaries is the Paying Agent,
shall segregate and hold in trust) money sufficient to pay the Redemption Price
of and accrued interest on all Notes to be redeemed on that date, other than
Notes or portions of Notes called for redemption which have been delivered by
the Company to the Trustee for cancellation.

          Section 3.6.  Notes Redeemed in Part.
                        ----------------------

          Upon surrender and cancellation of a Note that is redeemed in part,
the Company shall execute and the Trustee shall authenticate for the Holder at
the expense of the Company a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

          Section 3.7.  Equity Clawback.
                        ---------------

          At any time, or from time to time, on or prior to July 31, 2006 the
Company may, at its option, use the net cash proceeds of one or more Equity
Offerings (as defined below) to redeem up to 35% of the principal amount of the
Notes issued under this Indenture at a redemption price of 106.875% of the
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of redemption; provided that:

                                      -35-

<PAGE>

          (1)  at least 65% of the principal amount of Notes issued under this
     Indenture remains outstanding immediately after any such redemption; and

          (2)  the Company makes such redemption not more than 90 days after the
     consummation of any such Equity Offering.

          "Equity Offering" means a public or private offering of Qualified
Capital Stock of the Company to any Person in which the gross cash proceeds to
the Company are at least $50 million.

          No Notes of a principal amount of $1,000 or less shall be redeemed in
part. If a partial redemption is made pursuant to the foregoing provision, the
Trustee will select the Notes only on a pro rata basis or on as nearly a pro
rata basis as is practicable (subject to DTC procedures).

          Any redemption pursuant to this Section 3.7 shall be made pursuant to
the provisions of Sections 3.1 through 3.6 hereof.

          Section 3.8.  Limitations.
                        -----------

          The provisions of this Article 3 and of the Notes shall not apply to
any private or open market purchase of Notes by the Company, whether or not any
Notes so purchased are retired or extinguished.

                                    ARTICLE 4

                                    COVENANTS

          Subject to the provisions of Article 8, so long as Notes are
outstanding hereunder, the Company covenants for the benefit of the Noteholders
that:

          Section 4.1.  Payment of Principal and Interest.
                        ---------------------------------

          The Company shall promptly pay the principal of, premium, if any, and
interest on the Notes on the dates and in the manner provided in the Notes and
the Registration Rights Agreement. Principal, premium, if any, and interest
shall be considered paid on the date due if on such date the Trustee or the
Paying Agent holds in accordance with this Indenture money sufficient to pay all
principal, premium, if any, and interest then due.

          The Company shall pay interest on overdue principal and premium, if
any, at the rate specified therefor in the Notes, and it shall pay interest on
overdue installments of interest at the same rate to the extent lawful as
provided in Section 2.12.

          Section 4.2.  Maintenance of Office or Agency for Notices and Demands.
                        -------------------------------------------------------

          The Company will maintain in The City of New York an office or agency
where the Notes may be presented for payment, an office or agency where the
Notes may be presented for registration of transfer and for exchange as provided
in this Indenture and an office or agency

                                      -36-

<PAGE>

where notices and demands to or upon the Company in respect of such Notes or of
this Indenture may be served. Until otherwise designated by the Company in a
written notice to the Trustee, such office or agency in The City of New York
shall be the principal corporate trust office of the Trustee at 101 Barclay
Street, New York, New York 10286. If at any time the Company shall fail to
maintain any such required office, such presentations and demands may also be
made and notices may also be served at the principal corporate trust office of
the Trustee which shall be, until further notice to the Company by the Trustee,
at 101 Barclay Street, New York, New York 10286.

          Section 4.3.  Insurance Matters.
                        -----------------

          The Company will at all times insure or act as self-insurer, and cause
its Subsidiaries to insure or act as self-insurers, to such extent as the
Company may determine is prudent and not inconsistent with industry practice.

          Section 4.4.  SEC Reports.
                        -----------

          Notwithstanding that the Company may not be required to remain subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the
Company shall file with the SEC and provide the Trustee and Holders of the
Notes:

          (1)  all quarterly and annual financial information that would be
     required to be contained in a filing with the SEC on Forms 10-Q and 10-K if
     the Company were required to file such Forms, including a "Management's
     discussion and analysis of financial condition and results of operations"
     that describes the financial condition and results of operations of the
     Company and its consolidated Subsidiaries (showing in reasonable detail,
     either on the face of the financial statements or in the footnotes thereto
     and in Management's Discussion and Analysis of Financial Condition and
     Results of Operations, the financial condition and results of operations of
     the Company and its Restricted Subsidiaries separate from the financial
     condition and results of operations of the Unrestricted Subsidiaries of the
     Company, if any) and, with respect to the annual information only, a report
     thereon by the Company's certified independent accountants; and

          (2)  all current reports that would be required to be filed with the
     SEC on Form 8-K if the Company were required to file such reports, in each
     case within the time periods specified in the SEC's rules and regulations.

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

          In addition, following the consummation of the exchange offer
contemplated by the Registration Rights Agreement, whether or not required by
the rules and regulations of the SEC, the Company shall file a copy of all such
information and reports with the SEC for public availability within the time
periods specified in the SEC's rules and regulations (unless the SEC

                                      -37-

<PAGE>

will not accept such a filing) and make such information available to securities
analysts and prospective investors upon request. In addition, the Company has
agreed that, for so long as any Notes remain outstanding, it will furnish to the
Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144(d)(4)
under the Securities Act.

          Section 4.5.  Compliance Certificate.
                        ----------------------

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

          Section 4.6.  Corporate Existence.
                        -------------------

          Subject to Article 5, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, material rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve any such material
right or franchise if the preservation thereof is no longer desirable in the
conduct of the business of the Company or the loss thereof is not materially
adverse to the Holders of the Notes.

          Section 4.7.  Payment of Taxes and Other Claims.
                        ---------------------------------

          The Company will pay or discharge or cause to be paid or discharged,
before any penalty accrues thereon, (1) all material taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all material lawful claims for labor, materials and supplies which, if unpaid,
might by law become a Lien upon the property of the Company or any Subsidiary;
provided, however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings.

          Section 4.8.  Appointments To Fill Vacancies in Trustee's Office.
                        --------------------------------------------------

          The Company, whenever necessary to avoid or fill a vacancy in the
office of the Trustee, will appoint, in the manner provided in Section 7.8, a
Trustee, so that there shall at all times be a Trustee hereunder.

          Section 4.9.  Limitation on Indebtedness.
                        --------------------------

          (a)  The Company shall not, and shall not permit any Restricted
Subsidiary to, Incur any Indebtedness (other than Permitted Indebtedness) except
that the Company and any Restricted Subsidiary that is a Guarantor may incur
Indebtedness if, after giving effect thereto

                                      -38-

<PAGE>

(i) the Consolidated Coverage Ratio at the date of such Incurrence exceeds 2.5
to 1.0 (this clause (i), the "Coverage Ratio Exception"); and (ii) no Default or
Event of Default shall have occurred and be continuing at the time or as a
consequence of the Incurrence of such Indebtedness.

          (b)  Notwithstanding the foregoing paragraph (a), the Company and the
Restricted Subsidiaries may Incur any or all of the following Indebtedness
(collectively, "Permitted Indebtedness"):

          (1)  Indebtedness Incurred pursuant to the Credit Agreement so long as
     the aggregate principal amount of such Indebtedness outstanding at any time
     shall not exceed $370 million;

          (2)  Subordinated Indebtedness owed to and held by a Wholly Owned
     Subsidiary; provided, however, that any subsequent issuance or transfer of
     any Capital Stock or any other event which results in any such Wholly Owned
     Subsidiary ceasing to be a Wholly Owned Subsidiary or any subsequent
     transfer of such Subordinated Indebtedness (other than to another Wholly
     Owned Subsidiary) shall be deemed, in each case, to constitute the
     Incurrence of such Subordinated Indebtedness by the Company;

          (3)  Indebtedness pursuant to the Notes issued on the Issue Date and
     Exchange Notes in respect thereof (other than any Additional Notes);

          (4)  Indebtedness of such Person outstanding on the Issue Date (other
     than Indebtedness described in Section 4.9(b)(1));

          (5)  Refinancing Indebtedness in respect of Indebtedness Incurred
     pursuant to Section 4.9(a) or Section 4.9(b)(3) or (b)(4) or this Section
     4.9(b)(5);

          (6)  Indebtedness in an aggregate principal amount which, together
     with all other Indebtedness of the Company and its Restricted Subsidiaries
     then outstanding under this Section 4.9(b)(6) does not exceed $30 million;

          (7)  Indebtedness arising out of Capital Lease Obligations, Purchase
     Money Indebtedness and Sale/Leaseback Transactions permitted pursuant to
     Section 4.17 in an aggregate principal amount outstanding at any one time
     not exceeding $20.0 million;

          (8)  Indebtedness or Capital Stock issued to and held by the Company
     or a Wholly Owned Subsidiary; provided, however, that any subsequent
     issuance or transfer of any Capital Stock or any other event which results
     in any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary
     or any subsequent transfer of such Indebtedness or Capital Stock(other than
     to the Company or a Wholly Owned Subsidiary) shall be deemed, in each case,
     to constitute the issuance of such Indebtedness or Capital Stock by the
     issuer thereof;

          (9)  Indebtedness or Capital Stock of a Subsidiary Incurred and
     outstanding on or prior to the date on which such Subsidiary was acquired
     by the Company (other than Indebtedness or Capital Stock Incurred in
     connection with, or to provide all or any por-

                                      -39-

<PAGE>

     tion of the funds or credit support utilized to consummate, the transaction
     or series of related transactions pursuant to which such Subsidiary became
     a Subsidiary or was acquired by the Company) and Refinancing Indebtedness
     Incurred in respect thereof; provided, however, that such Refinancing
     Indebtedness shall only be permitted under this Section 4.9(b)(9) to the
     extent Incurred by the Subsidiary that originally Incurred such
     Indebtedness;

          (10) Indebtedness Incurred by any Restricted Subsidiary that is a
     Foreign Subsidiary; provided, however, that any such Indebtedness Incurred
     by such Restricted Subsidiary shall not exceed 20% of the Consolidated
     Assets of such Restricted Subsidiary;

          (11) Indebtedness Incurred by any Restricted Subsidiary that is a
     Foreign Subsidiary for the purpose of acquiring a Restricted Subsidiary
     that is a Foreign Subsidiary; provided, the principal amount of such
     Indebtedness may not exceed the purchase price for such Subsidiary;
     provided further, that after giving effect to the Incurrence of such
     Indebtedness, the Company would be able to Incur an additional $1.00 of
     Indebtedness pursuant to Section 4.9(a), and any refinancings thereof by
     such Restricted Subsidiary provided that the principal amount thereof is
     not increased; and

          (12) Indebtedness and other obligations pursuant to Qualified
     Receivables Transactions in an amount outstanding at any time not to exceed
     $150.0 million; provided that such amount (together with the amount of
     Indebtedness then outstanding and incurred pursuant to Section 4.9(b)(1)
     above) shall not exceed $420.0 million in the aggregate at any time
     outstanding.

          (c)  The Company shall not, and shall not permit any Guarantor to,
directly or indirectly, incur any Indebtedness which by its terms (or by the
terms of any agreement governing such Indebtedness) is expressly subordinated in
right of payment to any other Indebtedness of the Company or such Guarantor, as
the case may be, unless such Indebtedness is also by its terms (or by the terms
of any agreement governing such Indebtedness) made expressly subordinate to the
Notes or the applicable Guarantee, as the case may be, to the same extent and in
the same manner as such Indebtedness is subordinated to other Indebtedness of
the Company or such Guarantor, as the case may be.

          Section 4.10. Limitation on Unrestricted Subsidiaries.
                        ---------------------------------------

          (a)  The Company may, on or after the Issue Date, designate any
Subsidiary of the Company (other than a Subsidiary of the Company which owns
Capital Stock of a Restricted Subsidiary or is a Guarantor) as an "Unrestricted
Subsidiary" under this Indenture (a "Designation") only if:

          (1)  no Default or Event of Default shall have occurred and be
     continuing at the time of or after giving effect to such Designation;

          (2)  the Company would be permitted under this Indenture to make an
     Investment at the time of Designation (assuming the effectiveness of such
     Designation) in an amount (the "Designation Amount") equal to the sum of
     (A) the Fair Market Value of the

                                      -40-

<PAGE>

     Capital Stock of such Subsidiary owned by the Company and/or any of the
     Restricted Subsidiaries on such date and (B) the aggregate amount of
     Indebtedness of such Subsidiary owed to the Company and the Restricted
     Subsidiaries on such date; and

          (3)  the Company would be permitted to incur $1.00 of additional
     Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.9 at
     the time of Designation (assuming the effectiveness of such Designation).

          In the event of any such Designation, the Company shall be deemed to
have made an Investment constituting a Restricted Payment in the Designation
Amount pursuant to Section 4.11 for all purposes of this Indenture.

          (b)  The Company shall not, and shall not permit any Restricted
     Subsidiary to, at any time:

          (x)  provide direct or indirect credit support for or a guarantee of
     any Indebtedness of any Unrestricted Subsidiary (including any undertaking
     agreement or instrument evidencing such Indebtedness);

          (y)  be directly or indirectly liable for any Indebtedness of any
     Unrestricted Subsidiary; or

          (z)  be directly or indirectly liable for any Indebtedness which
     provides that the holder thereof may (upon notice, lapse of time or both)
     declare a default thereon or cause the payment thereof to be accelerated or
     payable prior to its final scheduled maturity upon the occurrence of a
     default with respect to any Indebtedness of any Unrestricted Subsidiary
     (including any right to take enforcement action against such Unrestricted
     Subsidiary), except, in the case of clause (x) or (y), to the extent
     permitted under Section 4.11.

          (c)  The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary ("Revocation"), whereupon such Subsidiary shall then
constitute a Restricted Subsidiary, if

          (1)  no Default or Event of Default shall have occurred and be
     continuing at the time and after giving effect to such Revocation; and

          (2)  all Liens and Indebtedness of such Unrestricted Subsidiaries
     outstanding immediately following such Revocation would, if incurred at
     such time, have been permitted to be incurred for all purposes of this
     Indenture.

          All Designations and Revocations must be evidenced by an officers'
certificate of the Company delivered to the trustee certifying compliance with
the foregoing provisions.

                                      -41-

<PAGE>

          Section 4.11. Limitation on Restricted Payments.
                        ---------------------------------

          (a)  The Company shall not, and shall not permit any Restricted
Subsidiary, directly or indirectly, to make a Restricted Payment if at the time
the Company or such Restricted Subsidiary makes such Restricted Payment:

          (1)  a Default or Event of Default shall have occurred and be
     continuing (or would result therefrom); or

          (2)  the Company is not able to Incur an additional $1.00 of
     Indebtedness pursuant to Section 4.9(a); or

          (3)  the aggregate amount of such Restricted Payment (including such
     proposed Restricted Payment) made subsequent to the Issue Date would exceed
     the sum of

               (A)  50% of the Consolidated Net Income of the Company earned
          during the period subsequent to June 30, 2003 and ending prior to the
          date of such Restricted Payment (such date, the "Reference Date") (or,
          in case such Consolidated Net Income shall be a deficit, minus 100% of
          such deficit);

               (B)  100% the aggregate Net Cash Proceeds received by the Company
          from the issuance or sale subsequent to June 30, 2003 and on or prior
          to the Reference Date of Qualified Capital Stock of the Company or
          warrants, options or other rights to acquire Qualified Capital Stock
          of the Company (but excluding any debt security that is convertible
          into, or exchangeable for, Qualified Capital Stock); and

               (C)  $10.0 million.

          (b)  The provisions of the foregoing Section 4.11(a) shall not
prohibit:

          (i)   dividends paid within 60 days after the date of declaration
     thereof if at such date of declaration such dividend would have complied
     with this Section 4.11; provided, however, that at the time of payment of
     such dividend, no other Default shall have occurred and be continuing (or
     result therefrom); provided further, however, that such dividend shall be
     included in the calculation of the amount of Restricted Payments;

          (ii)  the Company and its Restricted Subsidiaries from making loans or
     advancements to, or investments in, any Joint Venture in an aggregate
     amount not exceeding $25.0 million plus the lesser of (i) any amounts
     received as repayment of any such loan, advancement or investment and (ii)
     the initial amount thereof;

          (iii) any purchase or redemption of Capital Stock of the Company made
     by exchange for, or out of the proceeds of the substantially concurrent
     sale of, Capital Stock of the Company (other than Disqualified Capital
     Stock and other than Capital Stock issued or sold to a Subsidiary of the
     Company); provided, however, that (A) such purchase or redemption shall be
     excluded in the calculation of the amount of Restricted Payments,

                                      -42-

<PAGE>

     and (B) any Net Cash Proceeds from such sale shall be excluded from the
     calculation of amounts under Section 4.11(a)(3)(B) above; and

          (iv)  loans and advances to employees of the Company or any of its
     Restricted Subsidiaries for travel, entertainment and relocation expenses
     in the ordinary course of business in an aggregate amount outstanding at
     any one time not to exceed $5.0 million.

          For purposes of performing the calculation specified in Section
4.11(a)(3) above, amounts paid in respect of Section 4.11(b)(i) shall be counted
as Restricted Payments and amounts paid in respect of Sections 4.11(b)(ii) and
(b)(iii) shall not be counted as Restricted Payments. Any sale or transfer of
property by an Unrestricted Subsidiary to the Company or a Restricted Subsidiary
with the intention of taking back a lease of that property will be considered a
loan to that Unrestricted Subsidiary for this purpose.

          Section 4.12. Limitation on Restrictions on Distributions from
                        ------------------------------------------------
                        Restricted Subsidiaries.
                        -----------------------

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

          (i)   to pay dividends or make any other distributions on its Capital
     Stock or pay any Indebtedness owed to the Company or any Restricted
     Subsidiary,

          (ii)  to make any loans or advances to the Company or any Restricted
     Subsidiary,

          (iii) to transfer any of its property or assets to the Company or any
     Restricted Subsidiary, or

          (iv)  to make payments in respect of any Indebtedness owed to the
     Company or any Restricted Subsidiary, except:

               (1)  any such encumbrance or restriction pursuant to: (x) an
          agreement in effect at or entered into on the Issue Date, (y) the
          Credit Agreement and any guarantees thereunder or (z) agreements
          governing Qualified Receivables Transactions, provided that such
          restrictions only apply to receivables assets (as defined in the
          definition of Qualified Receivables Transactions) or stock of the
          Accounts Receivable Entity;

               (2)  any such encumbrance or restriction with respect to a
          Restricted Subsidiary pursuant to an agreement relating to any
          Indebtedness Incurred by such Restricted Subsidiary on or prior to the
          date on which such Restricted Subsidiary was acquired by the Company
          (other than Indebtedness Incurred as consideration in, or to provide
          all or any portion of the funds or credit support utilized to
          consummate, the transaction or series of related transactions pursuant
          to which

                                      -43-

<PAGE>

          such Restricted Subsidiary became a Restricted Subsidiary or was
          acquired by the Company) and outstanding on such date;

               (3)  any such encumbrance or restriction pursuant to an agreement
          effecting a Refinancing of Indebtedness Incurred pursuant to an
          agreement referred to in clause (1)(x) or (2) of this Section 4.12 or
          contained in any amendment to an agreement referred to in clause
          (1)(x) or (2) of this Section 4.12; provided, however, that the
          encumbrances and restrictions with respect to such Restricted
          Subsidiary contained in any such refinancing agreement or amendment
          are no less favorable to the Holders of the Notes than any such
          encumbrances and restrictions with respect to such Restricted
          Subsidiary contained in such agreements;

               (4)  any such encumbrance or restriction consisting of customary
          non-assignment provisions in leases governing leasehold interests to
          the extent such provisions restrict the transfer of the lease or the
          property leased thereunder;

               (5)  in the case of clause (iii) above, encumbrances and
          restrictions contained in security agreements or mortgages securing
          Indebtedness of a Restricted Subsidiary to the extent such
          restrictions restrict the transfer of the property subject to such
          security agreements or mortgages;

               (6)  any such encumbrance or restriction with respect to a
          Restricted Subsidiary imposed pursuant to an agreement entered into
          for the sale or disposition of all or substantially all the Capital
          Stock or assets of such Restricted Subsidiary pending the closing of
          such sale or disposition;

               (7)  any such encumbrance or restriction with respect to any
          Restricted Subsidiary that is a Foreign Subsidiary pursuant to an
          agreement relating to Indebtedness permitted to be Incurred pursuant
          to Section 4.9(b)(9); and

               (8)  restrictions imposed by applicable law.

          Section 4.13. Limitation on Sales of Assets.
                        -----------------------------

          (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, make any Asset Disposition unless:

          (i)   the Company or such Restricted Subsidiary, as the case may be,
     receives consideration at the time of such sale or other disposition at
     least equal to the Fair Market Value thereof;

          (ii)  at least 75% of the consideration received by the Company or
     such Restricted Subsidiary, as the case may be, consists of cash or Cash
     Equivalents; provided, however, that the amount of any Senior Indebtedness
     of the Company or such Restricted Subsidiary that is assumed by the
     transferee in any such transaction shall be deemed to be cash for purposes
     of this Section 4.13(a);

                                      -44-

<PAGE>

          (iii) upon the consummation of an Asset Disposition, the Company shall
     apply, or cause such Restricted Subsidiary to apply, an amount equal to
     100% of the Net Available Cash from such Asset Disposition within 365 days
     from the later of such Asset Disposition or the receipt of such Net
     Available Cash to (A) repay, prepay or purchase Senior Indebtedness
     (including, without limitation, obligations under the Credit Agreement
     (including cash collateralization of any such obligations)) or (B) acquire
     Additional Assets; and

          (iv)  on the 366th day after any Asset Disposition or such earlier
     date, if any, as the Board of Directors of the Company determines not to
     apply the Net Available Cash relating to such Asset Disposition as set
     forth above in clause (iii)(A) or (B) and the aggregate amount of such Net
     Available Cash equals at least $5.0 million (the "Asset Sale Offer Trigger
     Date"), the aggregate amount of such Net Available Cash (such amount, the
     "Asset Sale Offer Amount") to make an offer to purchase (the "Asset Sale
     Offer") on a date (the "Asset Sale Offer Date") that is not less than 30
     nor more than 60 days following the applicable Asset Sale Offer Trigger
     Date, from all Holders on a pro rata basis, that amount of Notes equal to
     the Asset Sale Offer Amount at a price equal to 100% of the principal
     amount of such Notes to be purchased, plus accrued and unpaid interest, if
     any, thereon to the date of purchase.

          (b)  In the event of the transfer of substantially all (but not all)
the property and assets of the Company as an entirety to a Person in a
transaction permitted under Section 5.1 hereof, the Successor Company (as
defined therein) shall be deemed to have sold the properties and assets of the
Company not so transferred for purposes of this Section 4.13, and shall comply
with the provisions of this Section 4.13 with respect to such deemed sale as if
it were an Asset Disposition and the Successor Company shall be deemed to have
received Net Available Cash in an amount equal to the fair market value (as
determined in good faith by the Board of Directors) of the properties and assets
not so transferred or sold.

          (c)  The Company shall commence an Asset Sale Offer by mailing a
notice to the Trustee and each Holder stating:

          (i)   that the Asset Sale Offer is being made pursuant to this Section
     4.13 and that all Notes validly tendered will be accepted for payment on a
     pro rata basis;

          (ii)  the purchase price and the date of purchase (which shall be a
     Business Day no earlier than 30 days nor later than 60 days from the date
     such notice is mailed) (the "Asset Sale Payment Date");

          (iii) that any Note not tendered will continue to accrue interest as
     provided in this Indenture;

          (iv)  that unless the Company defaults in the payment of the Asset
     Sale Offer Amount, any Note accepted for payment pursuant to the Asset Sale
     Offer shall cease to accrue interest after the Asset Sale Payment Date;

                                      -45-

<PAGE>

          (v)   that Holders electing to have a Note purchased pursuant to the
     Asset Sale Offer will be required to surrender the Note, together with the
     form entitled "Option of the Holder to Elect Purchase" on the reverse side
     of the Note completed, to the Paying Agent at the address specified in the
     notice prior to the close of business on the Business Day immediately
     preceding the Asset Sale Payment Date;

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

          (vii) that Holders whose Notes are being purchased only in part will
     be issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered; provided, however, that each Note purchased and each
     new Note issued shall be an original principal amount of $1,000 or integral
     multiples thereof.

          On or prior to the date notice is mailed to the Trustee and each
Holder, the Company shall furnish the Trustee with an Officers' Certificate
stating the amount of the Asset Sale Offer Amount.

          (d)   On the Asset Sale Payment Date, the Company shall:

          (i)   accept for payment on a pro rata basis Notes or portions thereof
     tendered pursuant to the Asset Sale Offer;

          (ii)  deposit with the Paying Agent money sufficient to pay the
     purchase price of all Securities or portions thereof so accepted; and

          (iii) deliver, or cause to be delivered, to the Trustee, Notes or
     portions thereof so accepted together with an Officers' Certificate
     specifying the Notes or portions thereof accepted for payment by the
     Company.

          The Paying Agent shall promptly mail to the Holders of Notes so
accepted payment in an amount equal to the purchase price, and the Trustee shall
promptly authenticate and mail to such Holders a new Note equal in principal
amount to any unpurchased portion of the Note surrendered; provided, however,
that each Note purchased and each new Note issued shall be in an original
principal amount of $1,000 or integral multiples thereof.

          The Company will publicly announce the results of the Asset Sale Offer
as soon as practicable after the Asset Sale Payment Date. For purposes of this
Section 4.13, the Trustee shall act as the Paying Agent.

          (e)   The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other applicable laws
or regulations thereunder in connection with the repurchase of Notes pursuant to
this Section 4.13. To the extent that the

                                      -46-

<PAGE>

provisions of any applicable laws or regulations conflict with the provisions of
this Section 4.13, the Company shall comply with the applicable laws and
regulations and shall not be deemed to have breached its obligations under the
indenture by virtue of any conflict.

          Section 4.14.  Limitation on Affiliate Transactions.
                         ------------------------------------

          (a)   The Company shall not, and shall not permit any Restricted
Subsidiary to, enter into or permit to exist any transaction or series of
transactions (including the purchase, sale, lease or exchange of any property,
employee compensation arrangements or the rendering of any service) with any
Affiliate of the Company (an "Affiliate Transaction") unless the terms thereof
are no less favorable to the Company or such Restricted Subsidiary than those
which could be obtained at the time of such transaction in arm's-length dealings
with a Person who is not such an Affiliate.

          In addition, the Company shall not, and shall not permit any
Restricted Subsidiary to, enter into any Affiliate Transaction unless:

          (i)   with respect to such Affiliate Transaction involving the
     aggregate value, remuneration or other consideration of more than $1.0
     million but less than or equal to $5.0 million, the Company has obtained
     approval of a majority of the Board of Directors of the Company (including
     a majority of the disinterested directors); and

          (ii)  with respect to such Affiliate Transaction involving the
     aggregate value, remuneration or other consideration of more than $5.0
     million, the Company has delivered to the Trustee an opinion of a
     nationally recognized investment banking firm to the effect that such
     Affiliate Transaction is fair to the Company or such Restricted Subsidiary,
     as the case may be, from a financial point of view.

          (b)   The provisions of the foregoing Section 4.14(a) shall not
prohibit:

          (i)   any Restricted Payment permitted to be paid pursuant to Section
     4.11;

          (ii)  employment, consulting and compensation arrangements and
     agreements of the Company or any Restricted Subsidiary consistent with past
     practice or approved by the Board of Directors;

          (iii) the grant of stock options or similar rights to employees and
     directors of the Company pursuant to plans approved by the Board of
     Directors; or

          (iv)  any Affiliate Transaction between the Company and a Restricted
     Subsidiary or between Restricted Subsidiaries.

          Section 4.15.  Change of Control.
                         -----------------

          (a)   Upon the occurrence of a Change of Control, each Holder shall
have the right to require that the Company repurchase such Holder's Notes (a
"Change of Control Offer") at a purchase price in cash equal to 101% of the
principal amount thereof plus accrued and un-

                                      -47-

<PAGE>

paid interest, if any, to the date of purchase (subject to the right of holders
of record on the relevant record date to receive interest on the relevant
interest payment date), in accordance with Section 4.15(b).

          (b)   Within 30 days following any Change of Control, the Company
shall mail a notice to each Holder with a copy to the Trustee stating:

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

          (2)   the circumstances and relevant facts regarding such Change of
     Control (including information with respect to pro forma historical income,
     cash flow and capitalization after giving effect to such Change of
     Control);

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

          (4)   the instructions determined by the Company, consistent with this
     Section 4.15, that a Holder must follow in order to have its Notes
     purchased.

          (c)   Holders electing to have a Note purchased will be required to
surrender the Note with an appropriate form duly completed, to the Company at
the address specified in the notice at least 10 Business Days prior to the
purchase ate. Holders will be entitled to withdraw their election if the Trustee
or the Company receives not later than three Business Days prior to the purchase
date, a telegram, telex, facsimile transmission or letter setting forth the name
of the Holder, the principal amount of the Note which was delivered for purchase
by the Holder and a statement that such Holder is withdrawing his election to
have such Note purchased.

          (d)   On the purchase date, all Notes purchased by the Company under
this Section 4.15 shall be delivered by the Trustee for cancellation, and the
Company shall pay the purchase price plus accrued and unpaid interest, if any,
to the Holders entitled hereto.

          (e)   The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other applicable laws
or regulations in connection with the purchase of Notes pursuant to this Section
4.15. To the extent that the provisions of any applicable laws or regulations
conflict with the provisions of this Section 4.15, the Company shall comply with
the applicable laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.15 by virtue thereof.

          Section 4.16.  Limitation on Liens.
                         -------------------

          The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, Incur or permit to exist any Lien of any nature
whatsoever on any of its properties

                                      -48-

<PAGE>

(including Capital Stock of a Restricted Subsidiary), whether owned at the Issue
Date or thereafter acquired, other than Permitted Liens, without effectively
providing that the Notes shall be secured equally and ratably with (or prior to,
in the case of any Subordinated Indebtedness so secured) the obligations so
secured for so long as such obligations are so secured.

          Section 4.17.  Limitation on Sale/Leaseback Transactions.
                         -----------------------------------------

          The Company shall not, and shall not permit any Restricted Subsidiary
to, enter into any Sale/Leaseback Transaction with respect to any property
unless (i) the Company or such Restricted Subsidiary would be entitled to create
a Lien on such property without equally and ratably securing the Notes pursuant
to Section 4.16 or (ii) the net proceeds of such sale are at least equal to the
fair value (as determined by the Board of Directors) of such property and the
Company or such Restricted Subsidiary shall apply or cause to be applied an
amount in cash equal to the net proceeds of such sale to the retirement, within
30 days of the effective date of such Sale/Leaseback Transaction, of Senior
Indebtedness of the Company (including the Notes) or Indebtedness or Preferred
Stock of a Restricted Subsidiary.

          Section 4.18.  Subsidiary Guarantees.
                         ---------------------

          The Notes shall be guaranteed by each existing or future Restricted
Subsidiary of the Company that is a guarantor of or otherwise an obligor with
respect to Senior Indebtedness of the Company. If the Company or any of its
Restricted Subsidiaries shall organize, acquire or otherwise invest in another
domestic Restricted Subsidiary, then such transferee or acquired or other
Restricted Subsidiary shall (1) by a supplemental indenture executed and
delivered to the Trustee, in form satisfactory to the Trustee, unconditionally
guarantee on a senior basis pursuant to Article 10 all of the Company's
obligations under the Notes, Additional Notes, if any, and this Indenture; and
(2) deliver to the Trustee and Officers' Certificate and an Opinion of Counsel
each stating that such supplemental indenture complies with this Indenture.
Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of
this Indenture.

          Section 4.19.  Further Instruments and Acts.
                         ----------------------------

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

          Section 4.20.  Suspension of Covenants.
                         -----------------------

          (a)   During any period in which the Notes are rated Investment Grade
by both Rating Agencies and no Default or Event of Default has occurred and is
continuing under the Indenture (the "Suspension Period"), Sections 4.9, 4.10,
4.11, 4.12, 4.13 and 4.14 will not apply (collectively, the "Suspended
Covenants"). Upon the suspension of the Suspended Covenants, the amount of Net
Cash Proceeds for purposes of Section 4.13 shall be set at zero.

          (b)   In the event that the Company and its Restricted Subsidiaries
are not subject to the Suspended Covenants for any period of time as a result of
Section 4.19(a) and either Rating Agency subsequently withdraws its rating or
downgrades its rating of the Notes below

                                      -49-

<PAGE>

Investment  Grade,  or a Default or Event of Default  occurs and is  continuing,
then the Company  and its  Restricted  Subsidiaries  shall  thereafter  again be
subject to the Suspended  Covenants  (such date, the "Reversion  Date").  On the
Reversion Date, all Indebtedness  incurred during the Suspension Period prior to
such Reversion  Date shall be deemed to have been  outstanding on the Issue Date
and classified as permitted under Section 4.9(b)(4). For purposes of calculating
the amount available to be made as Restricted Payments under Section 4.11(a)(3),
calculations  under such Section  4.11(a)(3)  will be made with reference to the
Issue Date as set forth in that Section.  Accordingly,  (x) Restricted  Payments
made during the Suspension  Period not otherwise  permitted  pursuant to Section
4.11(b) will reduce the amount available to be made as Restricted Payments under
Section  4.11(a)  and (y) the items  specified  in  Sections  4.11(a)(3)(A)  and
(a)(3)(B) will increase the amount  available to be made as Restricted  Payments
under Section 4.11(a)(3).

          The results of actions taken by the Company and the Restricted
Subsidiaries during the period in which the Notes are rated Investment Grade,
and did not otherwise violate this Indenture at the time such actions were
taken, shall be permitted to remain in place after any date on which the Notes
are no longer rated Investment Grade without causing a Default or Event of
Default.

                                    ARTICLE 5

                                SUCCESSOR COMPANY

          Section 5.1.   Merger and Consolidation.

          Neither the Company nor any Guarantor shall consolidate with or merge
with or into, or convey, transfer or lease all or substantially all its assets
to, any Person, unless:

          (i)   the resulting, surviving or transferee Person (the "Successor
     Company") shall be a Person organized and existing under the laws of the
     United States of America, any state thereof or the District of Columbia and
     the Successor Company (if not the Company or such Guarantor) shall
     expressly assume, by an indenture supplemental to this Indenture, executed
     and delivered to the Trustee, in form reasonably satisfactory to the
     Trustee, all the obligations of the Company under the Notes and this
     Indenture or the Guarantor under the Guarantee and this Indenture, as
     applicable;

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

          (iii) immediately after giving effect to such transaction, the Company
     would be able to Incur at least an additional $1.00 of Indebtedness
     pursuant to the Coverage Ratio Exception.

                                      -50-

<PAGE>

          The Company shall deliver to the Trustee prior to the consummation of
the proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

          Section 5.2.   Successor Corporation Substituted.
                         ---------------------------------

          The Successor Company shall be the successor to the Company or
Guarantor, as the case may be, and shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture, but the
predecessor Company in the case of a conveyance, transfer or lease shall not be
released from the obligation to pay the principal of and interest on the Notes.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

          Section 6.1.   Events of Default.
                         -----------------

          An "Event of Default" is defined herein as:

          (i)    a default in the payment of interest on the Notes when due,
     continued for 30 days;

          (ii)   a default in the payment of principal of any Note when due at
     its Stated Maturity, upon redemption, upon required repurchase, upon
     declaration or otherwise;

          (iii)  the failure by the Company to comply for 30 days after notice
     with its obligations under Section 4.4, 4.9, 4.10. 4.11, 4.12, 4.13, 4.14,
     4.16 or 4.17 and its other agreements contained in this Indenture (except
     in the case of a default with respect to Sections 4.15 and 5.1 which will
     constitute Events of Default with notice but without passage of time);

          (iv)   Indebtedness of the Company or any Restricted Subsidiary is
     accelerated by the holders thereof because of a default and the total
     amount of such Indebtedness accelerated exceeds $10.0 million, or its
     foreign currency equivalent, with respect to any individual Indebtedness
     or, together with all Indebtedness unpaid when due after giving effect to
     any applicable grace period provided in such Indebtedness or accelerated,
     aggregates $15.0 million, or its foreign currency equivalent (at least $7.5
     million of which is Indebtedness that has been accelerated);

          (v)    the Company or any Restricted Subsidiary pursuant to or within
     the meaning of any Bankruptcy Law:

                (A)  commences a voluntary case;

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

                                      -51-

<PAGE>

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

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

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

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

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

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

                (C)  orders the winding up or liquidation of the Company or any
          Restricted Subsidiary;

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

          (vii)  any judgment or decree for the payment of money in excess of
     $10.0 million (or its foreign currency equivalent) (to the extent not
     covered by insurance) with respect to any individual judgment or decree or
     aggregating $15.0 million (or its foreign currency equivalent) is rendered
     against the Company or any Restricted Subsidiary and is not discharged,
     paid or stayed for a period of 60 days after such judgment or judgments
     become final and non-appealable; or

          (viii) the Guarantee of any Significant Subsidiary ceases to be in
     full force and effect (except as contemplated by the terms of the Guarantee
     of the Obligations of the Issuer under this Indenture and this Indenture)
     or is declared null and void in a judicial proceeding or any Guarantor
     denies or disaffirms its obligations under this Indenture or its Guarantee
     of the Obligations of the Issuer under this Indenture.

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

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

          A Default under clause (iii) of this Section 6.1 is not an Event of
Default until the Trustee or the Holders of at least 25% in principal amount of
the Notes notify the Company of the Default, which notice shall specify that it
is a "Notice of Default".

                                      -52-

<PAGE>

          Section 6.2.   Acceleration.
                         ------------

          If any Event of Default (other than an Event of Default specified in
Section 6.1(v) or (vi) with respect to the Company) occurs and is continuing,
the Trustee by notice to the Company or the Holders of at least 25% in principal
amount of the Notes by written notice to the Company (and the Trustee, if such
notice is given by such Holders), may declare the principal of and accrued and
unpaid interest, if any, on all the Notes to be due and payable immediately,
which notice shall specify the Events of Default and that it is a "Notice of
Acceleration". Upon such a declaration, such principal and interest shall be due
and payable immediately.

          If an Event of Default specified in Section 6.1(v) or (vi) with
respect to the Company occurs and is continuing, the principal of and accrued
and unpaid interest, if any, on all the Notes shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Noteholders.

          The Holders of a majority in principal amount of the Notes by notice
to the Company and the Trustee may, on behalf of all of the Holders of all of
the Notes, rescind and cancel an acceleration and its consequences:

          (1)  if the rescission would not conflict with any judgment or decrees

          (2)  if all existing Events of Default have been cured or waived
except non-payment of principal or interest that has become due solely because
of acceleration;

          (3)  to the extent that the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal, which has
become due otherwise than by such declaration of acceleration, has been paid;

          (4)  if the Company has paid the Trustee its reasonable compensation
and reimbursed the Trustee for its expenses, disbursement and advances; and

          (5)  in the event of the cure or waiver of an Event of Default of the
type described in clause (v) of the description above of Events of Default, the
Trustee shall have received an Officers' Certificate and an opinion of counsel
that such Event of Default has been cured or waived. No such rescission shall
affect any subsequent Default or impair any right consequent thereto.

          Section 6.3.   Other Remedies.
                         --------------

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

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or

                                      -53-

<PAGE>

any Noteholder in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies shall be cumulative.

          Section 6.4.   Waiver of Past Defaults.
                         -----------------------

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

          Section 6.5.   Control by Majority.
                         -------------------

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

          Section 6.6.   Limitation on Suits.
                         -------------------

          A Noteholder may not pursue any remedy with respect to this Indenture
or the Notes unless:

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

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

          (3)  such Holder or Holders offer to the Trustee reasonable security
     or indemnity satisfactory to it against any loss, liability or expense;

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

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

          A Noteholder may not use this Indenture to prejudice the rights of
another Note-holder or to obtain a preference or priority over another
Noteholder.

                                      -54-

<PAGE>

          Section 6.7.   Rights of Holders To Receive Payment.
                         ------------------------------------

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

          Section 6.8.   Collection Suit by Trustee.
                         --------------------------

          If an Event of Default in payment of interest or principal specified
in Section 6.1(i) or (ii) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal and interest remaining unpaid (together with
interest on such unpaid interest to the extent lawful) and the amounts provided
for in Section 7.7.

          Section 6.9.   Trustee May File Proofs of Claim.
                         --------------------------------

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

          Section 6.10.  Priorities.
                         ----------

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

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

          SECOND: to Noteholders for amounts due and unpaid on the Notes for
     principal and interest, ratably, without preference or priority of any
     kind, according to the amounts due and payable on the Notes for principal
     and interest, respectively; and

          THIRD: to the Company.

          The Trustee may fix a record date and payment date for any payment to
Noteholders pursuant to this Section 6.10. At least 15 days before such record
date, the Trustee shall mail to each Noteholder and the Company a notice that
states the record date, the payment date and amount to be paid.

                                      -55-

<PAGE>

          Section 6.11.  Undertaking for Costs.
                         ---------------------

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

          Section 6.12.  Waiver of Stay or Extension Laws.
                         --------------------------------

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

                                    ARTICLE 7

                                     TRUSTEE

          Section 7.1.   Duties of Trustee.
                         -----------------

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

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

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

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

                                      -56-

<PAGE>

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

          (a)  This paragraph does not limit the effect of paragraph (2) of this
     Section 7.1.

          (b)  The Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it is proved that the Trustee
     was negligent in ascertaining the pertinent facts.

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

          (4)  Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(1), (2), (3) and (5) of this Section 7.1.

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

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

          Section 7.2.   Rights of Trustee.
                         -----------------

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

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

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

          (4)  The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers conferred upon it by this Indenture.

                                      -57-

<PAGE>

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

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

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

          Section 7.3.   Individual Rights of Trustee.
                         ----------------------------

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any Paying
Agent may do the same with like rights. However, the Trustee is subject to
Sections 7.10 and 7.11.

          Section 7.4.   Trustee's Disclaimer.
                         --------------------

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

          Section 7.5.   Notice of Defaults.
                         ------------------

          If a Default occurs and is continuing, the Trustee shall mail to
Noteholders a notice of the Default, if known to the Trustee, within 90 days
after it occurs. In the absence of notice to the contrary, the Trustee shall be
entitled to assume that such obligations are outstanding. Except in the case of
a Default in payment on any Note (including the failure to make a mandatory
redemption pursuant hereto), the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is not opposed to the interests of Noteholders.

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

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

                                      -58-

<PAGE>

          Commencing if and when this Indenture is qualified under the TIA, a
copy of each report at the time of its mailing to Noteholders shall be filed
with the SEC and each stock exchange on which the Notes are listed. The Company
or any other obligor upon the Notes shall promptly notify the Trustee when the
Notes are listed on any stock exchange or delisted therefrom.

          Section 7.7.   Compensation and Indemnity.
                         --------------------------

          The Company and the Guarantors, jointly and severally, shall pay to
the Trustee from time to time such compensation as shall be agreed in writing
from time to time by the Company and the Trustee for its acceptance of this
Indenture and services hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
and the Guarantors, jointly and severally, shall reimburse the Trustee upon
request for all reasonable disbursements, advances and expenses incurred by it.
Such expenses shall include the reasonable compensation, disbursements and
expenses of the Trustee's agents and counsel. The obligations of the Company and
the Guarantors under this Section 7.7 to compensate and indemnify the Trustee
and its agents and to reimburse the Trustee for its reasonable expenses shall
survive the termination of the Company's obligations hereunder and the
satisfaction and discharge of this Indenture.

          The Company and the Guarantors, jointly and severally, shall indemnify
the Trustee, its employees, officers, directors and agents, and any predecessor
trustee against any and all losses, liabilities, damages, claims, or expenses,
including taxes (other than taxes based on the income of the Trustee), incurred
by it arising out of or in connection with the acceptance or administration of
its duties under this Indenture, except as set forth in the next paragraph. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity of which a Responsible Officer has received written notice. The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld.

          The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through its own negligence or willful
misconduct.

          To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture and the resignation or removal of the Trustee.
Compensation, reimbursement and indemnification to the Trustee under this
Section 7.7 is not subordinated to Senior Indebtedness.

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

                                      -59-

<PAGE>

          Section 7.8.   Replacement of Trustee.
                         ----------------------

          A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.8.

          The Trustee may resign and be discharged from the trust hereby created
by so notifying the Company. The Holders of a majority in principal amount of
the then outstanding Notes may remove the Trustee by so notifying the Trustee
and the Company. The Company may remove the Trustee if:

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

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

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

          (4)  the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company and any other obligor upon the
Notes shall promptly appoint a successor Trustee.

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

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

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Noteholders. The retiring Trustee shall, upon payment of its
charges hereunder, promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the Lien provided for in Section 7.7.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the
Company's obligations under Section 7.7 thereof shall continue for the benefit
of the retiring Trustee.

                                      -60-

<PAGE>

          Section 7.9.   Successor Trustee by Merger, etc.
                         --------------------------------

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

          Section 7.10.  Eligibility; Disqualification.
                         -----------------------------

          There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America or of any state thereof authorized under such laws to exercise corporate
trustee power, shall be subject to supervision or examination by Federal or
state authority and shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition. No obligor upon the Notes or any Affiliate of such obligor shall
serve as trustee upon the Notes.

          This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1). The Trustee is subject to TIA Section
310(b) regarding disqualification of a trustee upon acquiring any conflicting
interest.

          Section 7.11.  Preferential Collection of Claims Against Company.
                         -------------------------------------------------

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

                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

          Section 8.1.   Option To Effect Legal Defeasance or Covenant
                         Defeasance.
                         ---------------------------------------------

          The Company may, at the option of its Board of Directors evidenced by
a board resolution, at any time, elect to have either Section 8.2 or 8.3 be
applied to all outstanding Notes upon compliance with the conditions set forth
below in this Article 8.

          Section 8.2.   Legal Defeasance and Discharge.
                         ------------------------------

          Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.4, be deemed to have been discharged
from its obligations with respect to all outstanding Notes on the date the
conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For
this purpose, Legal Defeasance means that the Company shall be deemed to have
paid and discharged the entire Indebtedness represented by the outstanding
Notes, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 8.5 and the other Sections of this Indenture referred to in
clauses (a) through (d) below, and to have satisfied all of its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of

                                      -61-

<PAGE>

the Company, shall execute proper instruments acknowledging the same), except
for the following provisions which shall survive until otherwise terminated or
discharged hereunder:

          (i)   rights of registration of transfer and exchange and the
     Company's right of redemption;

          (ii)  substitution of apparently mutilated, defaced, destroyed, lost
     or stolen Notes;

          (iii) rights of Holders of the Notes to receive payments of principal
     and interest on the Notes;

          (iv)  the rights, obligations and immunities of the Trustee under this
     Indenture; and

          (v)   rights of the holders of the Notes as beneficiaries of this
     Indenture with respect to the property so deposited with the Trustee
     payable to all or any of them.

          Subject to compliance with this Article 8, the Company may exercise
its option under this Section 8.2, notwithstanding the prior exercise of its
option under Section 8.3.

          Section 8.3.   Covenant Defeasance.
                         -------------------

          Upon the Company's exercise under Section 8.1 of the option applicable
to this Section 8.3, the Company and the Guarantors, if any, shall, subject to
the satisfaction of the conditions set forth in Section 8.4, be released from
their respective obligations under the covenants contained in Sections 4.4, 4.7,
4.9 through 4.18, inclusive, and Sections 5.1 and 10.1 with respect to the
outstanding Notes on and after the date the conditions set forth below are
satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter
be deemed not "outstanding" for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document, and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.1, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected
thereby. In addition, upon the Company's exercise under Section 8.1 of the
option applicable to this Section 8.3, subject to the satisfaction of the
conditions set forth in Section 8.4, Sections 6.1(iii), 6.1(iv), 6.1(vii), and
6.1(viii) shall not constitute Events of Default.

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

          The following are the conditions precedent to the application of
either Section 8.2 or 8.3 to the outstanding Notes:

                                      -62-

<PAGE>

          In order to exercise either Legal Defeasance or Covenant Defeasance:

          (1)  the Company must irrevocably deposit with the Trustee (or another
     trustee satisfying the requirements of Section 7.10 who has agreed to
     comply with the provisions of this Article 8 applicable to it), in trust,
     for the benefit of the Holders cash in U.S. dollars, U.S. Government
     Obligations, or a combination thereof, in such amounts as will be
     sufficient, in the opinion of a nationally recognized firm of independent
     public accountants selected by the Company, to pay the principal of,
     premium, if any, and interest on the Notes on the stated date for payment
     thereof or on the applicable redemption date, as the case may be;

          (2)  in the case of Legal Defeasance, the Company shall have delivered
     to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
     confirming that:

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

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

     in either case to the effect that, and based thereon such Opinion of
     Counsel shall confirm that, the Holders will not recognize income, gain or
     loss for federal income tax purposes as a result of such Legal Defeasance
     and will be subject to federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such Legal
     Defeasance had not occurred;

          (3)  in the case of Covenant Defeasance, the Company shall have
     delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
     Trustee confirming that the Holders will not recognize income, gain or loss
     for federal income tax purposes as a result of such Covenant Defeasance and
     will be subject to federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such Covenant
     Defeasance had not occurred;

          (4)  no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit or insofar as Events of Default from
     bankruptcy or insolvency events are concerned, at any time in the period
     ending on the 91st day after the date of deposit (other than a Default or
     Event of Default resulting from the borrowing of funds to be applied to
     such deposit and the grant of any Lien securing such borrowings);

          (5)  such Legal Defeasance or Covenant Defeasance shall not result in
     a breach or violation of, or constitute a default under this Indenture
     (other than a Default or an Event of Default resulting from the borrowing
     of funds to be applied to such deposit and the grant of any Lien securing
     such borrowings) or any other material agreement or instrument to which the
     Company or any of its Subsidiaries is a party or by which the Company or
     any of its Subsidiaries is bound;

                                      -63-

<PAGE>

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

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

          (8)  the Company shall have delivered to the Trustee an Opinion of
     Counsel to the effect that, assuming no intervening bankruptcy of the
     Company between the date of deposit and the 91st day following the date of
     deposit and that no Holder is an insider of the Company, after the 91st day
     following the date of deposit, the trust funds will not be subject to the
     effect of any applicable bankruptcy, insolvency, reorganization or similar
     laws affecting creditors' rights generally.

          Notwithstanding the foregoing, the Opinion of Counsel required by
clause (2) above with respect to a Legal Defeasance need not be delivered if all
Notes not theretofore delivered to the Trustee for cancellation (i) have become
due and payable or (ii) will become due and payable on the Maturity Date within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

          Section 8.5.   Deposited Money and U.S. Government Obligations To Be
                         Held in Trust; Other Miscellaneous Provisions.
                         -----------------------------------------------------

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

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

          Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or U.S. Government Obligations held by it as provided
in Section 8.4 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.4(a)), are in

                                      -64-

<PAGE>

excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

          Section 8.6.   Repayment to the Company.
                         ------------------------

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

          Section 8.7.   Reinstatement.
                         -------------

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

          Section 8.8.   Termination of Obligations upon Cancellation of the
                         Notes.
                         ---------------------------------------------------

          This Indenture will be discharged and will cease to be of further
effect (except as set forth below and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture when:

          (1)  either:

               (a)  all the Notes theretofore authenticated and delivered

          (except  lost,  stolen or destroyed  Notes which have been replaced or
          paid and Notes for whose payment money has theretofore  been deposited
          in trust or segregated and held in trust by the Company and thereafter
          repaid  to the  Company  or  discharged  from  such  trust)  have been
          delivered to the Trustee for cancellation;

                                      -65-

<PAGE>

               (b)  all Notes not theretofore delivered to the Trustee for
          cancellation (1) have become due and payable or (2) will become due
          and payable within one year, or are to be called for redemption within
          one year, under arrangements satisfactory to the Trustee for the
          giving of notice of redemption by the Trustee in the name, and at the
          expense, of the Company, and the Company has irrevocably deposited or
          caused to be deposited with the Trustee funds in an amount sufficient
          to pay and discharge the entire Indebtedness on the Notes not
          theretofore delivered to the Trustee for cancellation, for principal
          of, premium, if any, and interest on the Notes to the date of deposit
          together with irrevocable instructions thereof at maturity or
          redemption, as the case may be;

          (2)  the Company has paid all other sums payable under this Indenture
     by the Company; and

          (3)  the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel stating that all conditions precedent under this
     Indenture relating to the satisfaction and discharge of this Indenture have
     been complied with.

          Section 8.9.   Survival of Certain Obligations.
                         -------------------------------

          Nothwithstanding the satisfaction and discharge of this Indenture the
respective obligations of the Company and the Trustee under Sections 2.2, 2.3,
2.4, 2.5, 2.6, 2.8, 2.14, 3.7, 4.1, 4.2, 6.7, 7.7, 7.8, 8.5, 8.6 and 8.7 and
shall survive until the Notes are no longer outstanding, and thereafter the
obligations of the Company and the Trustee under Sections. 7.7, 8.5 and 8.6
shall survive. Nothing contained in this Article 8 shall abrogate any of the
obligations or duties of the Trustee under this Indenture.

                                    ARTICLE 9

                                   AMENDMENTS

          Section 9.1.   Without Consent of Holders.
                         --------------------------

          The Company and the Trustee may amend or enter into an indenture or
indentures supplemental hereto without the consent of any Noteholder:

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

          (2)  to comply with Section 5.2;

          (3)  to comply with any requirements of the SEC in connection with the
     qualification of this Indenture under the TIA as then in effect;

          (4)  to provide for uncertificated Notes in addition to certificated
     Notes;

                                      -66-

<PAGE>

          (5)  to secure the Notes and to make intercreditor arrangements with
     respect to any such Note, unless the incurrence of such obligations or the
     security thereof is prohibited by this Indenture;

          (6)  to evidence or to provide for a replacement Trustee under Section
     7.8; or

          (7)  to add to the covenants and agreements of the Company, or any
     obligor with respect to the Notes, for the benefit of the Holders of the
     Notes or to surrender any right or power herein conferred on the Company;
     or

          (8)  to make any change that does not adversely affect the rights of
     any Holder of the Notes.

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

          Section 9.2.   With Consent of Holders.
                         -----------------------

          The Company and the Trustee may amend or enter into an indenture or
indentures supplemental hereto with the written consent of the Holders of at
least a majority in aggregate principal amount of the then outstanding Notes.
The Holders of a majority in principal amount of the Notes then outstanding may,
or the Trustee with the written consent of the Holders of at least a majority in
principal amount of the then outstanding Notes may, waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes.

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

          It shall not be necessary for the consent of the Holders under this
Section 9.2 to approve the particular form of any proposed amendment,
supplemental indenture or waiver, but it shall be sufficient if such consent
approves the substance thereof.

          After an amendment, supplemental indenture or waiver under Section 9.1
or this Section 9.2 becomes effective, the Company shall mail to the Holders of
each Note affected thereby a copy of such amendment, supplemental indenture or
waiver and a notice briefly de-

                                      -67-

<PAGE>

scribing the amendment, supplemental indenture or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amendment, supplemental indenture
or waiver.

          Notwithstanding the first paragraph of this Section 9.2, without the
consent of each Noteholder affected, an amendment, supplemental indenture or
waiver under this Section 9.2 shall not:

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

          (2)  reduce the stated rate of or extend the stated time for payment
     of interest, including default interest, on any Note;

          (3)  reduce the principal of, any installment of interest on or any
     premium with respect to any Note, change the Stated Maturity of any Note or
     change the periods during which any Note may be redeemed in accordance with
     Section 3.7;

          (4)  make any Note payable in currency other than that stated in the
     Note;

          (5)  impair the right of any Holder of the Notes to receive payment of
     principal of and interest on Notes on or after the due dates therefor or to
     institute suit for the enforcement of any payment on or with respect to
     such Holder's Notes;

          (6)  after the Company's obligation to purchase notes arises
     hereunder, amend, change or modify in any material respect in a manner
     adverse to the Holders of the obligation of the Company to make and
     consummate a Change of Control Offer in the event of a Change of Control or
     make and consummate an Asset Sale Offer with respect to any Asset
     Disposition that has been consummated or, after such Change of Control has
     occurred or such Asset Disposition has been consummated, modify any of the
     provisions or definitions with respect thereto;

          (7)  reduce the percentage in principal amount of outstanding Notes
     the consent of the Holders of which is necessary to amend this Indenture,
     to waive compliance with certain provisions of this Indenture or to waive
     certain defaults; or

          (8)  release any Guarantor from any of its obligations under the
     Guarantee or this Indenture, except as permitted hereunder.

          Section 9.3.   Compliance with Trust Indenture Act.
                         -----------------------------------

          Every amendment to or waiver of this Indenture or the Notes shall be
set forth in a supplemental indenture that complies with the TIA as then in
effect.

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

          Until an amendment, supplemental indenture or waiver becomes
effective, a consent to it by a Holder of a Note is a continuing consent by the
Holder and every subsequent

                                      -68-

<PAGE>

Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder or subsequent Holder may revoke the consent as to
his Note or portion of a Note if the Trustee receives written notice of
revocation before the date the amendment, supplemental indenture or waiver
becomes effective. An amendment, supplemental indenture or waiver becomes
effective in accordance with its terms and thereafter binds every Noteholder.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplemental indenture or waiver. If a record date is fixed, those persons who
were Holders at such record date (or their duly designated proxies), and only
those persons, shall be entitled to consent to such amendment, supplemental
indenture or waiver or to revoke any consent previously given, whether or not
such persons continue to be Holders after such record date. No such consent
shall be valid or effective for more than 120 days after such record date.

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

          The Trustee may place an appropriate notation about an amendment,
supplemental indenture or waiver on any Note thereafter authenticated. The
Company in exchange for all Notes may issue and the Trustee shall authenticate
new Notes that reflect the amendment, supplemental indenture or waiver.

          Section 9.6.   Trustee To Sign Amendments, etc.
                         -------------------------------

          The Trustee shall sign any amendment, waiver or supplemental indenture
authorized pursuant to this Article 9 if the amendment does not adversely affect
the rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign it. In signing or refusing to sign such
amendment, waiver or supplemental indenture, the Trustee shall be provided with
and, subject to Section 7.1, shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that such
amendment, waiver or supplemental indenture is authorized or permitted by this
Indenture, that it is not inconsistent herewith, and that it will be valid and
binding upon the Company in accordance with its terms.

                                   ARTICLE 10

                                   GUARANTEES

          Section 10.1.  Guarantee.
                         ---------

          Subject to the provisions of this Article 10, each Guarantor in
respect of the Notes hereby jointly and severally unconditionally guarantees, on
a senior unsecured basis, to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee and its successors, irrespective of (i) the
validity and enforceability of this Indenture, the Notes or the obligations of
the Company or any other Guarantors to the Holders of the Notes or the Trustee
hereunder or thereunder or (ii) the absence of any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or default of a Guarantor, that: (a) the principal of, premium, if
any, interest, if any, with respect to the Notes shall be duly

                                      -69-

<PAGE>

and punctually paid in full when due, whether at maturity, by acceleration or
otherwise, and interest on the overdue principal and (to the extent permitted by
law) interest, if any, with respect to the Notes and all other obligations of
the Company or any Guarantor to the Holders of the Notes or the Trustee
hereunder or thereunder and all other obligations under this Indenture with
respect to the Notes or the Notes shall be promptly paid in full or performed,
all in accordance with the terms of this Indenture and thereof and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, the same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so Guaranteed, or failing performance of any other obligation of the Company to
the Holders of the Notes, for whatever reason, each Guarantor shall be obligated
to pay, or to perform or cause the performance of, the same immediately. An
Event of Default under this Indenture or the Notes shall constitute an event of
default under the Guarantee, and shall entitle the Holders of Notes or the
Trustee to accelerate the obligations of the Guarantors of such Notes hereunder
in the same manner and to the same extent as the obligations of the Company.

          Each Guarantor, by execution of the Guarantee, waives the benefit of
diligence, presentment, demand for payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that such Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes, this Indenture and such
Guarantee. The Guarantee is a guarantee of payment and not of collection. If any
Holder or the Trustee is required by any court or otherwise to return to the
Company or to any Guarantor, or any custodian, trustee, liquidator or other
similar official acting in relation to the Company or such Guarantor, any amount
paid by the Company or such Guarantor to the Trustee or such Holder of the
Notes, the Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect. Each Guarantor further agrees that, as between it, on
the one hand, and the Holders of the Notes and the Trustee, on the other hand,
(a) subject to this Article 10, the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 of this Indenture for the
purposes of the Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby and (b) in the event of any acceleration of such obligations
as provided in Article 6 of this Indenture, such obligations (whether or not due
and payable) shall forthwith become due and payable by the Guarantors for the
purpose of such Guarantee.

          The Guarantee shall remain in full force and effect and continue to be
effective should any petition be filed by or against the Company for liquidation
or reorganization, should the Company become insolvent or make an assignment for
the benefit of creditors or should a receiver or trustee be appointed for all or
any significant part of the Company's assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be,
if at any time payment and performance of the Notes are pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored or returned
by any obligee on the Notes, whether as a "voidable preference," "fraudulent
transfer" or otherwise, all as though such payment or performance had not been
made. In the event that any payment, or any part thereof, is rescinded, reduced,
restored or returned, the Notes shall, to the fullest extent permitted by law,

                                      -70-

<PAGE>

be reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.

          No shareholder, officer, director, employee or incorporator, past,
present or future, or any Guarantor, as such, shall have any personal liability
under this Guarantee by reason of his, her or its status as such shareholder,
officer, director, employee or incorporator.

          Section 10.2.  Execution and Delivery of Guarantee.
                         -----------------------------------

          To further evidence the Guarantee set forth in Section 10.1 of this
Indenture, each Guarantor hereby agrees that a notation of such Guarantee,
substantially in the form included in Exhibit G to this Indenture, shall be
endorsed on each Note authenticated and delivered by the Trustee after this
Article 10 with respect to such Guarantor becomes effective in accordance with
Section 10.4 of this Indenture and such Guarantee shall be executed by either
manual or facsimile signature of an officer of each Guarantor. The validity and
enforceability of any Guarantee shall not be affected by the fact that it is not
affixed to any particular Note.

          Each of the Guarantors hereby agrees that its Guarantee set forth in
Section 10.1 of this Indenture shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Guarantee.

          If an officer of a Guarantor whose signature is on this Indenture or a
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which such Guarantee is endorsed or at any time thereafter, such
Guarantor's Guarantee of such Note shall be valid nevertheless.

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

          Section 10.3.  Limitation of Guarantee.
                         -----------------------

          The obligations of each Guarantor are limited to the maximum amount as
shall, after giving effect to all other contingent and fixed liabilities of such
Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Guarantee or pursuant to its contribution obligations under
this Indenture, result in the obligations of such Guarantor under the Guarantee
not constituting a fraudulent conveyance or fraudulent transfer under federal or
state law. Each Guarantor that makes a payment or distribution under a Guarantee
shall be entitled to a contribution from each other Guarantor in a pro rata
amount based on the net assets of each Guarantor, determined in accordance with
GAAP.

          Section 10.4.  Waiver of Subrogation.
                         ---------------------

          Each Guarantor, by execution of its Guarantee, waives to the extent
permitted by law any claim or other rights which it may now or hereafter acquire
against the Company that arise from the existence, payment, performance or
enforcement of such Guarantor's obligations

                                      -71-

<PAGE>

under such Guarantee and this Indenture, including, without limitation, any
right of subrogation, reimbursement, exoneration, indemnification, and any right
to participate in any claim or remedy of any Holder of the Notes against the
Company, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including, without limitation, the right to
take or receive from the Company, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment on account of such claim
or other rights. If any amount shall be paid to any Guarantor in violation of
the preceding sentence and the Notes shall not have been paid in full, such
amount shall have been deemed to have been paid to such Guarantor for the
benefit of, and held in trust for the benefit of, the Holders of the Notes, and
shall forthwith be paid to the Trustee for the benefit of such Holders to be
credited and applied upon the Notes, whether matured or unmatured, in accordance
with the terms of this Indenture. Each Guarantor, by execution of its Guarantee,
shall acknowledge that it shall receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the waiver set
forth in this Section 10.4 is knowingly made in contemplation of such benefits.

          Section 10.5.  Release of Guarantee.
                         --------------------

          If all or substantially all of the assets of any Guarantor or all of
the Capital Stock of any Guarantor is sold (including by consolidation, merger,
issuance or otherwise) or disposed of (including by liquidation, dissolution or
otherwise) by the Company or any of its Subsidiaries, or, unless the Company
elects otherwise, if any Guarantor is designated an Unrestricted Subsidiary in
accordance with Section 4.10, then such Guarantor (in the event of a sale or
other disposition of all of the Capital Stock of such Guarantor or a designation
as an Unrestricted Subsidiary) or the Person acquiring such assets (in the event
of a sale or other disposition of all or substantially all of the assets of such
Guarantor) shall be deemed automatically and unconditionally released and
discharged from any of its obligations under this Indenture without any further
action on the part of the Trustee or any Holder of the Notes; provided, in each
case that such Guarantor is no longer a Guarantor of, or otherwise an obligor
with respect to, Senior Indebtedness of the Company. In addition, if a
Restricted Subsidiary is no longer a Guarantor of, or otherwise an obligor with
respect to, Senior Indebtedness of the Company, such Guarantor shall be deemed
automatically and unconditionally released and discharged from any of its
obligations under this Indenture without any further action on the part of the
Trustee or any Holder of the Notes as long as no Default or Event of Default has
occurred and is continuing, or would occur as a consequence thereof.

          Section 10.6.  Contribution from Other Guarantors.
                         ----------------------------------
          Each Guarantor that makes a payment or distribution under its
Guarantee shall be entitled to a contribution from each other Guarantor in a pro
rata amount based on the net assets of each Guarantor, determined in accordance
with GAAP, so long as the exercise of such right does not impair the rights of
Holders of Notes under any Guarantee.

                                      -72-

<PAGE>

                                   ARTICLE 11

                                  MISCELLANEOUS

          Section 11.1.  Trust Indenture Act Controls.
                         ----------------------------

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

          Section 11.2.  Notices.
                         -------

          Any notice or communication by the Company or the Trustee to the
others is duly given if in writing and delivered in person or mailed by
first-class mail postage prepaid (registered or certified, return receipt
requested), telecopier or overnight air courier guaranteeing next day delivery,
to the other's address:

          If to the Company or a Guarantor:

               Westinghouse Air Brake Technologies Corporation
               1001 Air Brake Avenue
               Wilmerding, Pennsylvania 15148
               Attention: Alvaro Garcia-Tunon
               Telephone No.:  (412) 825-1315
               Telecopier No.: (412) 825-1156

          With a copy to:

               Reed Smith LLP
               435 Sixth Avenue
               Pittsburgh, Pennsylvania 15219
               Attention: David L. DeNinno, Esq.

               Telephone No.:  (412) 288-3214
               Telecopier No.: (412) 288-3218

          If to the Trustee:

               The Bank of New York
               101 Barclay  Street - 8W
               New York,  New York 10286
               Attention: Corporate Trust Administration

               Telephone No.:  (212) 815-2498
               Telecopier No.: (212) 815-5707

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

                                      -73-

<PAGE>

          All notices and communications (other than those sent to Noteholders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopies; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

          Any notice or communication to a Noteholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Noteholder or any defect in it
shall not affect its sufficiency with respect to other Noteholders.

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

          If the Company (or any other obligor upon the Notes) mails a notice or
communication to Noteholders, it shall mail a copy to the Trustee at the same
time.

          Section 11.3.  Communication by Holders with Other Holders.
                         -------------------------------------------

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

          Section 11.4.  Certificate and Opinion as to Conditions Precedent.
                         --------------------------------------------------
          Upon any request or application by the Company (or any other obligor
upon the Notes) to the Trustee to take any action under this Indenture, the
Company (or such other obligor) shall furnish to the Trustee:

          (1)  an Officers' Certificate (which shall include the statements set
     forth in Section 11.5) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been complied with; and

          (2)  An Opinion of Counsel (which shall include the statements set
     forth in Section 11.5) stating that, in the opinion of such counsel, all
     such conditions precedent and covenants have been complied with.

          Section 11.5.  Statements Required in Certificate or Opinion.
                         ---------------------------------------------

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

                                      -74-

<PAGE>

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

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

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

          Section 11.6.  Rules by Trustee and Agents.
                         ---------------------------

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

          Section 11.7.  No Recourse Against Others.
                         --------------------------

          No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, or in any security, or because of any indebtedness
evidenced thereby, shall be had against any stockholder, officer or director, as
such, of the Company or any successor, under any rule of law, statute or
institutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Notes by the Holders thereof and as part
of the consideration for the issue of the Notes.

          Section 11.8.  Governing Law.
                         -------------

          THIS INDENTURE, EACH NOTE AND EACH GUARANTEE SHALL BE DEEMED TO BE A
CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.

          Section 11.9.  No Adverse Interpretation of Other Agreements.
                         ---------------------------------------------

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

          Section 11.10. Successors.
                         ----------

          All agreements of the Company in this Indenture and the Notes shall
bind its successors and assigns, whether so expressed or not. All agreements of
the Trustee in this Indenture shall bind its successors and assigns, whether so
expressed or not.

                                      -75-

<PAGE>

          Section 11.11. Severability.
                         ------------

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

          Section 11.12. Counterpart Originals.
                         ---------------------

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

          Section 11.13. Variable Provisions.
                         -------------------

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

          Section 11.14. Provisions of Indenture for the Sole Benefit of Parties
                         -------------------------------------------------------
                         and Noteholders.
                         ---------------

          Nothing in this Indenture or in the Notes, expressed or implied, shall
give or be construed to give to any Person, firm or corporation, other than the
parties hereto and their successors and the Holders of the Notes, any legal or
equitable right, remedy or claim under this Indenture or under any covenant or
provision herein contained, all such covenants and provisions being for the sole
benefit of the parties hereto and their successors and of the Holders of the
Notes.

          Section 11.15. Table of Contents, Headings, etc.
                         --------------------------------

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

          Section 11.16. No Personal Liability of Directors, Officers,
                         ---------------------------------------------
                         Employees, Incorporator and Stockholders
                         ----------------------------------------

          No director, officer, employee, incorporator or stockholder of the
Company or any of its Subsidiaries, as such, shall have any liability for any
obligations of the Company or any of its Subsidiaries under the Notes or this
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

                            [Signature pages follow]

                                      -76-

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of August 6, 2003.

                                        WESTINGHOUSE AIR BRAKE
                                        TECHNOLOGIES CORPORATION, as Issuer


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


                                        THE BANK OF NEW YORK, as Trustee


                                        By: /s/ Joseph A. Lloret
                                            ------------------------------------
                                            Name:  Joseph A. Lloret
                                            Title: Assistant Treasurer

                                        The Guarantors:

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


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

                                       S-1

<PAGE>

                                                                       EXHIBIT A

                                 [FORM OF NOTE]

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF
THIS SECURITY, BY ITS ACCEPTANCE HEREOF AGREES ON ITS OWN BEHALF AND ON BEHALF
OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS
THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO
THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON
IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.

                                       A-1

<PAGE>

                                 [FORM OF NOTE]

                                                                    $
                                                              CUSIP No.
                                                                        --------

                           6 7/8% Senior Note Due 2013

          WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, a Delaware
corporation, promises to pay to CEDE & CO., or registered assigns, the principal
sum of        Dollars on July 31, 2013.

          Interest Payment Dates: January 31 and July 31, commencing January 31,
2004.

          Record Dates: January 15 and July 15.

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

Dated: August 6, 2003
                                        WESTINGHOUSE AIR BRAKE
                                        TECHNOLOGIES CORPORATION


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


                                        By:
                                            ------------------------------------
                                            Name:  George A.Socher
                                            Title: Vice President

TRUSTEE'S CERTIFICATE OF
 AUTHENTICATION

THE  BANK OF NEW  YORK
  as Trustee, certifies
  that this is one of the
  Notes referred to
  in the Indenture.

Dated: August 6, 2003


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

                                      A-2

<PAGE>

                         [FORM OF REVERSE SIDE OF NOTE]

                              6 7/8% Note Due 2013

1.   Interest
     --------

          WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, a Delaware
corporation (such corporation, and its successors and assigns under the
Indenture hereinafter referred to, being herein called the "Company"), promises
to pay interest on the principal amount of this Note at the rate per annum shown
above. The Company will pay interest semian-nually on January 31 and July 31 of
each year, commencing January 31, 2004. Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from August 6, 2003. Interest will be computed on the basis of a 360-day
year of twelve-30-day months. The Company shall pay interest on overdue
principal at the rate borne by the Notes plus 1% per annum, and it shall pay
interest on overdue installments of interest at the same rate to the extent
lawful.

2.   Method of Payment
     -----------------

          The Company will pay interest on the Notes (except defaulted interest)
to the persons who are registered holders of Notes at the close of business on
the January 15 or July 15 next preceding the interest payment date even if Notes
are canceled after the record date and on or before the interest payment date.
Holders must surrender Notes to a Paying Agent to collect principal payments.
The Company will pay principal and interest in money of the United States that
at the time of payment is legal tender for payment of public and private debts.
However, the Company may pay principal and interest by check payable in such
money. It may mail an interest check to a Holder's registered address.

3.   Paying Agent and Registrar
     --------------------------

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

4.   Indenture
     ----------

          The Company issued the Notes under an Indenture dated as of August 6,
2003 (the "Indenture"), among the Company, the guarantors from time to time
party thereto and the Trustee. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-7bbbb) as in effect on the date
of the Indenture (the "Act"). Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture. The Notes are
subject to all such terms, and Noteholders are referred to the Indenture and the
Act for a statement of those terms.

                                      A-3

<PAGE>

          The Notes are general unsecured obligations of the Company unlimited
in principal amount. The Indenture imposes certain limitations on the Incurrence
of Indebtedness by the Company and its Restricted Subsidiaries, the payment of
dividends and other distributions and acquisitions or retirements of the
Company's Capital Stock, the sale or transfer of assets and Subsidiary stock,
the Incurrence of Liens by the Company and its Restricted Subsidiaries,
Sale/Leaseback transactions and transactions with Affiliates. In addition, the
Indenture limits the ability of the Company and its Restricted Subsidiaries to
restrict distributions and dividends from Restricted Subsidiaries and provides
that during any period in which the Notes are rated Investment Grade and no
Default or Event of Default has occurred and is continuing under the Indenture,
certain covenants will not apply. The Company may issue Additional Notes under
the Indenture.

5.   Equity Clawback
     ---------------

          Except as set forth in this paragraph 5, the Company may not redeem
any of the Notes. At any time on or before July 31, 2006, the Company may, at
its option, redeem up to 35% of the aggregate principal amount of Notes using
the proceeds from certain public equity offerings, in whole or in part, at a
Redemption Price equal to 106.875% of the principal amount thereof, plus all
accrued and unpaid interest thereon to the Redemption Date (subject to the right
of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date; provided that (i) at least 65% of the principal
amount of Notes issued under the Indenture remains outstanding immediately after
any such redemption; and the Company makes such redemption not more than 90 days
after the consummation of any such equity offering.

6.   Notice of Redemption
     --------------------

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

7.   Put Provisions
     --------------

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

8.   Offer to Purchase
     -----------------

          If the Company consummates any Asset Disposition, the Company may be
required, subject to the terms and conditions of the Indenture, to utilize a
certain portion of the proceeds received from such Asset Disposition to offer to
repurchase Notes at a repurchase price

                                      A-4

<PAGE>

equal to 100% of the principal amount of the Notes to be repurchased plus
accrued interest to the date of repurchase.

9.   Denominations; Transfer; Exchange
     ---------------------------------

          The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. A Holder may transfer or exchange Notes
in accordance with the Indenture. No service charge shall be made for any such
registration of transfer or exchange, but the Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not exchange or register the transfer of any
Note or portion of a Note selected for redemption. Also, it need not exchange or
register the transfer of any Notes for a period of 15 days before a selection of
Notes to be redeemed or during the period between a record date and the next
succeeding interest payment date.

10.  Persons Deemed Owners
     ---------------------

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

11.  Unclaimed Money
     ---------------

          If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years after the date on which such payment became due,
the Trustee and the Paying Agents will pay the money back to the Company at its
request. After that, all liability of the Trustee and such Paying Agents with
respect to such money shall cease, and Holders entitled to the money must look
only to the Company for payment.

12.  Defeasance
     ----------

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

13.  Amendment, Waiver
     -----------------

          Subject to certain exceptions set forth in the Indenture, the
Indenture or the Notes may be amended with the written consent of the Holders of
at least a majority in aggregate principal amount of the then outstanding Notes.
The Holders of a majority in principal amount of the Notes then outstanding may,
or the Trustee with the written consent of the Holders of at least a majority in
principal amount of the then outstanding Notes, may waive compliance in a
particular instance by the Company with any provision of the Indenture or the
Notes. Subject to certain exceptions set forth in the Indenture, without the
consent of any Noteholder, the Company and the Trustee may amend the Indenture
or the Notes to cure any ambiguity, defect or inconsistency, to comply with
Section 5.2 of the Indenture, to comply with any requirements of the SEC in
connection with qualifying the Indenture under the TIA as then in effect, to
provide for uncer-

                                      A-5

<PAGE>

tificated Notes in addition to certificated Notes, to secure the Notes or to
make intercreditor arrangements with respect to any such Note, unless the
incurrence of such obligations or the security thereof is prohibited by
Indenture, to make any change that does not adversely affect the rights of any
Holder of the Notes, to evidence or to provide for a replacement Trustee under
Section 7.8 of the Indenture, or to add to the covenants and agreements of the
Company or any obligor with respect to any such Notes for the benefit of the
Holders of the Notes or to surrender any right or power conferred on the Company
under the Indenture.

14.  Defaults and Remedies
     ---------------------

          Under the Indenture, Events of Default include (i) a default in the
payment of interest on the Notes when due, continued for 30 days; (ii) a default
in the payment of principal of any Note when due at its Stated Maturity, upon
redemption, upon required repurchase, upon declaration or otherwise; (iii) the
failure by the Company to comply for 30 days after notice with its obligations
under Section 4.4, 4.9, 4.10. 4.11, 4.12, 4.13, 4.14, 4.16 or 4.17 of the
Indenture and its other agreements contained in the Indenture (except in the
case of a default with respect to Sections 4.15 and 5.1 of the Indenture which
will constitute Events of Default with notice but without passage of time); (iv)
Indebtedness of the Company or any Restricted Subsidiary is accelerated by the
holders thereof because of a default and the total amount of such Indebtedness
accelerated exceeds $10.0 million, or its foreign currency equivalent, with
respect to any individual Indebtedness or, together with all Indebtedness unpaid
when due after giving effect to any applicable grace period provided in such
Indebtedness or accelerated, aggregates $15.0 million, or its foreign currency
equivalent (at least $7.5 million of which is Indebtedness that has been
accelerated); (v) the Company or any Restricted Subsidiary pursuant to or within
the meaning of any Bankruptcy Law: (A) commences a voluntary case; (B) consents
to the entry of an order for relief against it in an involuntary case; (C)
consents to the appointment of a Custodian of it or for any substantial part of
its property; or (D) makes a general assignment for the benefit of its
creditors; (E) or takes any comparable action under any foreign laws relating to
insolvency; (vi) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that: (A) is for relief against the Company or any
Restricted Subsidiary in an involuntary case; (B) appoints a Custodian of the
Company or any Restricted Subsidiary or for any substantial part of its
property; or (C) orders the winding up or liquidation of the Company or any
Restricted Subsidiary; or any similar relief is granted under any foreign laws
and the order or decree remains unstayed and in effect for 60 days; or (vii) any
judgment or decree for the payment of money in excess of $10.0 million (or its
foreign currency equivalent) (to the extent not covered by insurance) with
respect to any individual judgment or decree or aggregating $15.0 million (or
its foreign currency equivalent) is rendered against the Company or any
Restricted Subsidiary and is not discharged, paid or stayed for a period of 60
days after such judgment or judgments become final and non-appealable; or (viii)
the Guarantee of any Significant Subsidiary ceases to be in full force and
effect (except as contemplated by the terms of the Guarantee and the Indenture)
or is declared null and void in a judicial proceeding or any Guarantor denies or
disaffirms its obligations under the Indenture or its Guarantee.

          Noteholders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal

                                      A-6

<PAGE>

amount of the Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Noteholders notice of any continuing
Default (except a Default in payment of principal or interest) if it determines
that withholding notice is not opposed to their interest.

15.  Trustee Dealings with the Company
     ---------------------------------

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

16.  No Recourse Against Others
     --------------------------

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

17.  Authentication
     --------------

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

18.  Abbreviations
     -------------

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

19.  CUSIP Numbers
     -------------

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

          The Company will furnish to any Noteholder upon written request and
without charge to the Noteholder a copy of the indenture which has in it the
text of this Note in larger type. Requests may be made to: Westinghouse Air
Brake Technologies Corporation, 1000 Air Brake Avenue, Wilmerding, Pennsylvania
15148, Attention of Chief Financial Officer.

                                       A-7

<PAGE>

20.  Registration Rights
     -------------------

          Pursuant to the Registration Rights Agreement, the Company will be
obligated upon the occurrence of certain events to consummate an exchange offer
pursuant to which the Holder of this Note shall have the right to exchange this
Note for a 6 7/8% Senior Note due 2013, of the Company (an "Unrestricted Note")
which has been registered under the Securities Act, in like principal amount and
having terms identical in all material respects to this Note. The Holders shall
be entitled to receive certain liquidated damages in the event such exchange
offer is not consummated and upon certain other conditions, all pursuant to and
in accordance with the terms of the Registration Rights Agreement.

21.  Governing Law
     -------------

          The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York without regard to the
application of principles of conflicts of laws. Each of the parties hereto and
thereto agrees to submit to the jurisdiction of the courts of the State of New
York in any action or proceeding arising out of or relating to the Indenture and
this Note.

                                       A-8

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

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

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

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

Date:_______________                    Your Signature:_________________________

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

                                       A-9

<PAGE>

                      OPTION OF HOLDER TO ELECT REPURCHASE

          If you want to elect to have this Note repurchased by the Company
pursuant to Section 4.13 or Section 4.15 of the Indenture, check the appropriate
box:

                                Section 4.13 [ ]
                                Section 4.15 [ ]

          If you want to elect to have only part of this Note repurchased by the
Company pursuant to Section 4.13 or Section 4.15 of the Indenture, state the
amount: $_____________

Dated:______________                    Signed:_________________________________
                                               (Signed exactly as name appears
                                               on the other side of this Note)

                                      A-10

<PAGE>

                                                                       EXHIBIT B
                                                                       ---------

                             [FORM OF EXCHANGE NOTE]

                                                                   $
                                                               CUSIP No.________

                           6 7/8% Senior Note Due 2013

          WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, a Delaware
corporation, promises to pay to CEDE & CO., or registered assigns, the principal
sum of Dollars on July 31, 2013.

          Interest Payment Dates: January 31 and July 31, commencing January 31,
2004.

          Record Dates: January 15 and July 15.

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

Dated:

                                        WESTINGHOUSE AIR BRAKE
                                        TECHNOLOGIES CORPORATION


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


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


TRUSTEE'S CERTIFICATE OF
 AUTHENTICATION

THE BANK OF NEW YORK
  as Trustee, certifies
  that this is one of the
  Notes referred to
  in the Indenture.

Dated:

                                       B-1

<PAGE>


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


                                       B-2

<PAGE>

                         [FORM OF REVERSE SIDE OF NOTE]

                           6 7/8% Senior Note Due 2013

1.   Interest
     --------

          WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, a Delaware
corporation (such corporation, and its successors and assigns under the
Indenture hereinafter referred to, being herein called the "Company"), promises
to pay interest on the principal amount of this Note at the rate per annum shown
above. The Company will pay interest semiannually on January 31 and July 31 of
each year, commencing January 31, 2004. Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from August 6, 2003. Interest will be computed on the basis of a 360-day
year of twelve-30-day months. The Company shall pay interest on overdue
principal at the rate borne by the Notes plus 1% per annum, and it shall pay
interest on overdue installments of interest at the same rate to the extent
lawful.

2.   Method of Payment
     -----------------

          The Company will pay interest on the Notes (except defaulted interest)
to the persons who are registered holders of Notes at the close of business on
the January 15 or July 15 next preceding the interest payment date even if Notes
are canceled after the record date and on or before the interest payment date.
Holders must surrender Notes to a Paying Agent to collect principal payments.
The Company will pay principal and interest in money of the United States that
at the time of payment is legal tender for payment of public and private debts.
However, the Company may pay principal and interest by check payable in such
money. It may mail an interest check to a Holder's registered address.

3.   Paying Agent and Registrar
     --------------------------

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

4.   Indenture
     ---------

          The Company issued the Notes under an Indenture dated as of August 6,
2003 (the "Indenture"), among the Company, the guarantors from time to time
party thereto and the Trustee. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-7bbbb) as in effect on the date
of the Indenture (the "Act"). Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture. The Notes are
subject to all such terms, and Noteholders are referred to the Indenture and the
Act for a statement of those terms.

                                       B-3

<PAGE>

          The Notes are general unsecured obligations of the Company unlimited
in principal amount. The Indenture imposes certain limitations on the Incurrence
of Indebtedness by the Company its Restricted Subsidiaries, the payment of
dividends and other distributions and acquisitions or retirements of the
Company's Capital Stock, the sale or transfer of assets and Subsidiary stock,
the Incurrence of Liens by the Company and its Restricted Subsidiaries,
Sale/Leaseback transactions and transactions with Affiliates. In addition, the
Indenture limits the ability of the Company and its Restricted Subsidiaries to
restrict distributions and dividends from Restricted Subsidiaries and provides
that during any period in which the Notes are rated Investment Grade and no
Default or Event of Default has occurred and is continuing under the Indenture,
certain covenants will not apply. The Company may issue Additional Notes under
the Indenture.

5.   Equity Clawback
     ---------------

          Except as set forth in this paragraph 5, the Company may not redeem
any of the Notes. At any time on or before July 31, 2006, the Company may, at
its option, redeem up to 35% of the aggregate principal amount of Notes using
the proceeds from certain public equity offerings, in whole or in part, at a
Redemption Price equal to 106.875% of the principal amount thereof, plus all
accrued and unpaid interest thereon to the Redemption Date (subject to the right
of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date; provided that (i) at least 65% of the principal
amount of Notes issued under the Indenture remains outstanding immediately after
any such redemption; and the Company makes such redemption not more than 90 days
after the consummation of any such equity offering.

6.   Notice of Redemption
     --------------------

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

7.   Put Provisions
     --------------

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

8.   Offer to Purchase
     -----------------

          If the Company consummates any Asset Disposition, the Company may be
required, subject to the terms and conditions of the Indenture, to utilize a
certain portion of the proceeds received from such Asset Disposition to offer to
repurchase Notes at a repurchase price

                                       B-4

<PAGE>

equal to 100% of the principal amount of the Notes to be repurchased plus
accrued interest to the date of repurchase.

9.   Denominations; Transfer; Exchange
     ---------------------------------

          The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. A Holder may transfer or exchange Notes
in accordance with the Indenture. No service charge shall be made for any such
registration of transfer or exchange, but the Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not exchange or register the transfer of any
Note or portion of a Note selected for redemption. Also, it need not exchange or
register the transfer of any Notes for a period of 15 days before a selection of
Notes to be redeemed or during the period between a record date and the next
succeeding interest payment date.

10.  Persons Deemed Owners
     ---------------------

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

11.  Unclaimed Money
     ---------------

          If money for the payment of principal, premium, if any, or interest
remains unclaimed for two years after the date on which such payment became due,
the Trustee and the Paying Agents will pay the money back to the Company at its
request. After that, all liability of the Trustee and such Paying Agents with
respect to such money shall cease, and Holders entitled to the money must look
only to the Company for payment.

12.  Defeasance
     ----------

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

13.  Amendment, Waiver
     -----------------

          Subject to certain exceptions set forth in the Indenture, the
Indenture or the Notes may be amended with the written consent of the Holders of
at least a majority in aggregate principal amount of the then outstanding Notes.
The Holders of a majority in principal amount of the Notes then outstanding may,
or the Trustee with the written consent of the Holders of at least a majority in
principal amount of the then outstanding Notes, may waive compliance in a
particular instance by the Company with any provision of the Indenture or the
Notes. Subject to certain exceptions set forth in the Indenture, without the
consent of any Noteholder, the Company and the Trustee may amend the Indenture
or the Notes to cure any ambiguity, defect or inconsistency, to comply with
Section 5.2 of the Indenture, to comply with any requirements of the SEC in
connection with qualifying the Indenture under the TIA as then in effect, to
provide for uncer-

                                       B-5

<PAGE>

tificated Notes in addition to certificated Notes, to secure the Notes or to
make intercreditor arrangements with respect to any such Note, unless the
incurrence of such obligations or the security thereof is prohibited by
Indenture, to make any change that does not adversely affect the rights of any
Holder of the Notes, to evidence or to provide for a replacement Trustee under
Section 7.8 of the Indenture, or to add to the covenants and agreements of the
Company or any obligor with respect to any such Notes for the benefit of the
Holders of the Notes or to surrender any right or power conferred on the Company
under the Indenture.

14.  Defaults and Remedies
     ---------------------

          Under the Indenture, Events of Default include (i) a default in the
payment of interest on the Notes when due, continued for 30 days; (ii) a default
in the payment of principal of any Note when due at its Stated Maturity, upon
redemption, upon required repurchase, upon declaration or otherwise; (iii) the
failure by the Company to comply for 30 days after notice with its obligations
under Section 4.4, 4.9, 4.10. 4.11, 4.12, 4.13, 4.14, 4.16 or 4.17 of the
Indenture and its other agreements contained in the Indenture (except in the
case of a default with respect to Sections 4.15 and 5.1 of the Indenture which
will constitute Events of Default with notice but without passage of time); (iv)
Indebtedness of the Company or any Restricted Subsidiary is accelerated by the
holders thereof because of a default and the total amount of such Indebtedness
accelerated exceeds $10.0 million, or its foreign currency equivalent, with
respect to any individual Indebtedness or, together with all Indebtedness unpaid
when due after giving effect to any applicable grace period provided in such
Indebtedness or accelerated, aggregates $15.0 million, or its foreign currency
equivalent (at least $7.5 million of which is Indebtedness that has been
accelerated); (v) the Company or any Restricted Subsidiary pursuant to or within
the meaning of any Bankruptcy Law: (A) commences a voluntary case; (B) consents
to the entry of an order for relief against it in an involuntary case; (C)
consents to the appointment of a Custodian of it or for any substantial part of
its property; or (D) makes a general assignment for the benefit of its
creditors; (E) or takes any comparable action under any foreign laws relating to
insolvency; (vi) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that: (A) is for relief against the Company or any
Restricted Subsidiary in an involuntary case; (B) appoints a Custodian of the
Company or any Restricted Subsidiary or for any substantial part of its
property; or (C) orders the winding up or liquidation of the Company or any
Restricted Subsidiary; or any similar relief is granted under any foreign laws
and the order or decree remains unstayed and in effect for 60 days; or (vii) any
judgment or decree for the payment of money in excess of $10.0 million (or its
foreign currency equivalent) (to the extent not covered by insurance) with
respect to any individual judgment or decree or aggregating $15.0 million (or
its foreign currency equivalent) is rendered against the Company or any
Restricted Subsidiary and is not discharged, paid or stayed for a period of 60
days after such judgment or judgments become final and non-appealable; or (viii)
the Guarantee of any Significant Subsidiary ceases to be in full force and
effect (except as contemplated by the terms of the Guarantee and the Indenture)
or is declared null and void in a judicial proceeding or any Guarantor denies or
disaffirms its obligations under the Indenture or its Guarantee.

          Noteholders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal

                                       B-6

<PAGE>

amount of the Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Noteholders notice of any continuing
Default (except a Default in payment of principal or interest) if it determines
that withholding notice is not opposed to their interest.

15.  Trustee Dealings with the Company
     ---------------------------------

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

16.  No Recourse Against Others
     --------------------------

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

17.  Authentication
     --------------

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

18.  Abbreviations
     -------------

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

19.  CUSIP Numbers
     -------------

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

          The Company will furnish to any Noteholder upon written request and
without charge to the Noteholder a copy of the indenture which has in it the
text of this Note in larger type. Requests may be made to: Westinghouse Air
Brake Technologies Corporation, 1000 Air Brake Avenue, Wilmerding, Pennsylvania
15148, Attention of Chief Financial Officer.

                                       B-7

<PAGE>

20.  Governing Law
     --------------

          The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York without regard to the
application of principles of conflicts of laws. Each of the parties hereto and
thereto agrees to submit to the jurisdiction of the courts of the State of New
York in any action or proceeding arising out of or relating to the Indenture and
this Note.

                                       B-8

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

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

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

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

Date:_______________                    Your Signature:_________________________

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

                                       B-9

<PAGE>

                      OPTION OF HOLDER TO ELECT REPURCHASE

          If you want to elect to have this Note repurchased by the Company
pursuant to Section 4.13 or Section 4.15 of the Indenture, check the appropriate
box:

                                        Section 4.13[ ]
                                        Section 4.15[ ]

          If you want to elect to have only part of this Note repurchased by the
Company pursuant to Section 4.13 or Section 4.15 of the Indenture, state the
amount: $_____________

Dated:______________                    Signed:_________________________________
                                               (Signed exactly as name appears
                                               on the other side of this Note)

                                      B-10

<PAGE>

                                                                       EXHIBIT C
                                                                       ---------

                         FORM OF LEGEND FOR GLOBAL NOTES

          Any Global Note authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a Restricted Note) in substantially the following form:

          THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE
FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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

          TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.16 OF THE INDENTURE.

                                       C-1

<PAGE>

                                                                       EXHIBIT D
                                                                       ---------

                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                      OR REGISTRATION OF TRANSFER OF NOTES

     Re:  6 7/8% Senior Notes due 2013 (the "Notes")
          of Westinghouse Air Brake Technologies Corporation

          This Certificate relates to $_______ principal amount of Notes held in
the form of* [ ] a beneficial interest in a Global Note or* [ ] Physical Notes
by ______ (the "Transferor").

The Transferor:*

     [ ]  has requested by written order that the Registrar deliver in exchange
for its beneficial interest in the Global Note held by the Depositary a Physical
Note or Physical Notes in definitive, registered form of authorized
denominations and an aggregate number equal to its beneficial interest in such
Global Note (or the portion thereof indicated above); or

     [ ]  has requested that the Registrar by written order to exchange or
register the transfer of a Physical Note or Physical Notes.

     In connection with such request and in respect of each such Note, the
Transferor does hereby certify that the Transferor is familiar with the
Indenture relating to the above captioned Notes and the restrictions on
transfers thereof as provided in Section 2.16 of such Indenture, and that the
transfer of the Notes does not require Registration under the Securities Act of
1933, as amended (the "Act"), because:*

     [ ]  Such Note is being acquired for the Transferor's own account, without
transfer (in satisfaction of Section 2.16 of the Indenture); or

     [ ]  such Note is being transferred to a "qualified institutional buyer" (
as defined in Rule 144A under the Act), in reliance on Rule 144A; or

     [ ]  such Note is being transferred to an institutional "accredited
investor" (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Act)
which delivers a certificate to the Trustee in the form of Exhibit E to the
Indenture; or

     [ ]  such Note is being transferred in reliance on Rule 144 under the Act;
or

                                       D-1

<PAGE>

     [ ]  such Note is being transferred in reliance on and in compliance with
an exemption from the Registration requirements of the Act other than Rule 144A
or Rule 144 under the Act to a person other than an institutional "accredited
investor." An Opinion of Counsel to the effect that such transfer does not
require Registration under the Securities Act accompanies this certification.

                                        ----------------------------------------
                                        [INSERT NAME OF TRANSFEROR]


                                        By:
                                             -----------------------------------
                                             [Authorized Signatory]

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

*Check applicable box.

                                       D-2

<PAGE>

                                                                       EXHIBIT E
                                                                       ---------

                   Form of Transferee Letter of Representation

WESTINGHOUSE AIR BRAKE TECHOLOGIES CORPORATION
c/o THE BANK OF NEW YORK
101 Barclay Street
New York, New York 10286

Ladies and Gentlemen:

          This certificate is delivered to request a transfer of $________
principal amount of the 6 7/8% Senior Notes due 2013 (the "Notes") of
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION (the "Company"). Upon transfer,
the Notes would be registered in the name of the new beneficial owner as
follows:

          Name:______________________________
          Address:___________________________
          Taxpayer ID Number:________________

          The undersigned represents and warrants to you that:

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

          2.   We understand that the Notes have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing Notes to offer, sell or otherwise transfer
such Notes prior to the date which is two years after the later of the date of
original issue and the last date on which the Company or any affiliate of the
Company was the owner of such Notes (or any predecessor thereto) (the "Resale
Restriction Termination Date") only (a) to the Company, (b) pursuant to a
registration statement which has been declared effective under the Securities
Act, (c) in a transaction complying with the requirements of Rule 144A under the
Securities Act, to a person we reasonably believe is a qualified institutional
buyer under Rule 144A (a "QIB") that purchases for its own account or for the
account of a QIB and to whom notice is given that the transfer is being made in
reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the
United States within the meaning of Regulation S under the Securities Act, (e)
to an institutional "accredited investor" within the meaning

                                       E-1

<PAGE>

the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is
purchasing for its own account or for the account of such an institutional
"accredited investor," in each case in a minimum principal amount of Notes of
$250,000, or (f) pursuant to any other available exemption from the registration
requirements of the Securities Act, subject in each of the foregoing cases to
any requirement of law that the disposition of our property or the property of
such investor account or accounts be at all times within our or their control
and in compliance with any applicable state securities laws. The foregoing
restrictions on resale will not apply subsequent to the Resale Restriction
Termination Date. If any resale or other transfer of the Notes is proposed to be
made pursuant to clause (e) above prior to the Resale Restriction Termination
Date, the transferor shall deliver a letter from the transferee substantially in
the form of this letter to the Company and the Trustee, which shall provide,
among other things, that the transferee is an institutional "accredited
investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act and that it is acquiring such Notes for investment purposes and
not for distribution in violation of the Securities Act. Each purchaser
acknowledges that the Company and the Trustee reserve the right prior to any
offer, sale or other transfer prior to the Resale Restriction Termination Date
of the Notes pursuant to clause (d), (e) or (f) above to require the delivery of
an opinion of counsel, certificates and/or other information satisfactory to the
Company and the Trustee.

Dated:                                  TRANSFEREE:
       -------------                                ----------------------------
                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                       E-2

<PAGE>

                                                                       EXHIBIT F
                                                                       ---------

                            Form of Certificate To Be
                            Delivered in Connection
                          with Regulation S Transfers

                                                            ______________, ____

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
c/o THE BANK OF NEW YORK
101 Barclay Street
New York, New York 10286

     Re:  WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
          (the "Company") 6 7/8% Senior Notes due 2013 (the "Notes")

Ladies and Gentlemen:

          In connection with our proposed sale of $150,000,000 aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

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

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

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

          (4)  the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act; and

          (5)  we have advised the transferee of the transfer restrictions
     applicable to the Notes.

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

                                       F-1

<PAGE>

legal proceedings or official inquiry with respect to the matters covered
hereby. Defined terms used herein without definition have the respective
meanings provided in Regulation S.

                                        Very truly yours,

                                        [Name of Transferor]


                                        By:
                                             -----------------------------------
                                             [Authorized Signatory]


                                       F-2

<PAGE>

                                                                       EXHIBIT G
                                                                       ---------

                               [FORM OF GUARANTEE]

          Each of the undersigned (the "Guarantors") hereby jointly and
severally unconditionally guarantees, to the extent set forth in the Indenture
dated as of August 6, 2003, by and between Westinghouse Air Brake Technologies
Corporation, as issuer, the Guarantors and The Bank of New York, as Trustee,
(the "Indenture"), and subject to the provisions of the Indenture, (a) the due
and punctual payment of the principal of, and premium, if any, and interest on
the of Notes, when and as the same shall become due and payable, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest
on overdue principal of, and premium and, to the extent permitted by law,
interest, and the due and punctual performance of all other obligations of the
Company to the Holders of the of Notes or the Trustee, all in accordance with
the terms set forth in Article Ten of the Indenture and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that the same shall be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.

          The obligations of the Guarantors to the Holders of the Notes of and
to the Trustee pursuant to this Guarantee and the Indenture are expressly set
forth in Article 10 of the Indenture and reference is hereby made to the
Indenture for the precise terms and limitations of this Guarantee. The validity
and enforceability of any Guarantee shall not be affected by the fact that it is
not affixed to any particular Note.

          This Guarantee has been executed and issued pursuant to the
requirements of the Indenture.

                         [Signatures on Following Pages]

                                       G-1

<PAGE>

          IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee
to be signed by a duly authorized officer.

                                        The Guarantors:

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

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


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