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                                                               Execution Version

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Exhibit 4.27

                           PEABODY ENERGY CORPORATION

                          6 7/8% SENIOR NOTES DUE 2013

                                    INDENTURE

                           Dated as of March 21, 2003

                          US BANK NATIONAL ASSOCIATION
                                     Trustee

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                  INDENTURE dated as of March 21, 2003 between Peabody Energy
Corporation, a Delaware corporation (the "COMPANY") and US Bank National
Association, as Trustee (the "TRUSTEE").

                  The Company and the Trustee agree as follows for the benefit
of each other and for the equal and ratable benefit of the Holders of the 6 7/8%
Senior Notes due 2013 (the "NOTES").

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.          DEFINITIONS.

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

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

                  "Additional Assets" means (i) any property or assets (other
than Capital Stock, Indebtedness or rights to receive payments over a period
greater than 180 days, other than with respect to coal supply contract
restructurings) that is usable by the Company or a Restricted Subsidiary in a
Permitted Business or (ii) the Capital Stock of a Person that is at the time, or
becomes, a Restricted Subsidiary as a result of the acquisition of such Capital
Stock by the Company or another Restricted Subsidiary.

                  "Additional Notes" means an unlimited amount of Notes (other
than Initial Notes or Exchange Notes) issued under this Indenture in accordance
with Sections 2.02 and 4.09 hereof.

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

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otherwise; provided that beneficial ownership of 10% or more of the Voting Stock
of a Person shall be deemed to be control.

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

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

                  "Asset Sale" means (i) the sale, lease, conveyance or other
disposition of any assets or rights (including, without limitation, by way of a
sale and leaseback) other than sales of inventory in the ordinary course of
business consistent with past practices (provided that the sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company and its Restricted Subsidiaries taken as a whole will be governed by the
provisions of Section 4.15 and/or Section 5.01 hereof and not by the provisions
of Section 4.10 hereof, and (ii) the issue or sale by the Company or any of its
Restricted Subsidiaries of Equity Interests of any of the Company's Restricted
Subsidiaries, in the case of either clause (i) or (ii), whether in a single
transaction or a series of related transactions (a) that have a fair market
value in excess of $5.0 million or (b) for Net Proceeds in excess of $5.0
million. Notwithstanding the foregoing, the following items shall not be deemed
to be Asset Sales: (i) a transfer of assets by the Company to a Restricted
Subsidiary or by a Restricted Subsidiary to the Company or to another Restricted
Subsidiary, (ii) an issuance of Equity Interests by a Restricted Subsidiary to
the Company or to another Restricted Subsidiary, (iii) a Restricted Payment that
is permitted by, or an Investment that is not prohibited by, Section 4.07
hereof, (iv) a disposition of Cash Equivalents or obsolete, worn out or no
longer useful equipment, (v) foreclosures on assets, (vi) the sale or discount,
in each case without recourse, of accounts receivable arising in the ordinary
course of business, but only in connection with the compromise or collection
thereof and (vii) the factoring of accounts receivable arising in the ordinary
course of business pursuant to arrangements customary in the industry.

                  "Bankruptcy Law" means Title 11, U.S. 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 authorized committee of the Board of Directors.

                  "Black Beauty" means, collectively, Black Beauty Coal Company
and its Subsidiaries, and Black Beauty Equipment Company and its Subsidiaries.

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

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

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

                  "Cash Equivalents" means (a) securities with maturities of one
year or less from the date of acquisition issued or fully guaranteed or insured
by the U.S. Government or any agency thereof, (b) certificates of deposit and
time deposits with maturities of one year or less from the date of acquisition
and overnight bank deposits of any lender under the Credit Agreement or of any
commercial bank having capital and surplus in excess of $500.0 million, (c)
repurchase obligations of any lender under the Credit Agreement or of any
commercial bank satisfying the requirements of clause (b) of this definition,
having a term of not more than 90 days with respect to securities issued or
fully guaranteed or insured by the United States Government, (d) commercial
paper of a domestic issuer rated at least A-2 by S&P or P-2 by Moody's, or
carrying an equivalent rating by a nationally recognized rating agency if both
of S&P and Moody's cease publishing ratings of investments, (e) securities with
maturities of one year or less from the date of acquisition issued or fully
guaranteed by any state, commonwealth or territory of the United States, by any
political subdivision or taxing authority of any such state, commonwealth or
territory or by any foreign government, the securities of which state,
commonwealth, territory, political subdivision, taxing authority or foreign
government (as the case may be) are rated at least A by S&P or A by Moody's, (f)
securities with maturities of one year or less from the date of acquisition
backed by standby letters of credit issued by any lender under the Credit
Agreement or any commercial bank satisfying the requirements of clause (b) of
this definition or (g) shares of money market mutual or similar funds, at least
95% of the assets of which invest exclusively in assets satisfying the
requirements of clauses (a) through (f) of this definition.

                  "Change of Control" means the occurrence of any of the
following: (i) the sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the assets of the Company and its
Restricted Subsidiaries taken as a whole to any "PERSON" (as such term is used
in Section 13(d)(3) of the Exchange Act) other than a Principal or a Related
Party of a Principal (as defined below), (ii) the adoption of a plan relating to
the liquidation or dissolution of the Company, (iii) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any "PERSON" (as defined above), other than the
Principals and their Related Parties, becomes the "BENEFICIAL OWNER" (as such
term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly
or indirectly, of more than 50% of the Voting Stock of the

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Company (measured by voting power rather than number of shares) or (iv) the
first day on which a majority of the members of the Board of Directors of the
Company are not Continuing Directors.

                  "Change of Control Triggering Event" means the occurrence of
both a Change of Control and a Rating Decline with respect to the Notes.

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

                  "Company" means Peabody Energy Corporation, and any and all
successors thereto.

                  "Consolidated Cash Flow" means, with respect to any Person for
any period, the Consolidated Net Income of such Person for such period plus (i)
provision for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was
included in computing such Consolidated Net Income, plus (ii) consolidated
interest expense of such Person and its Restricted Subsidiaries for such period,
whether paid or accrued and whether or not capitalized (including, without
limitation, amortization of debt issuance costs, deferred financing fees and
original issue discount, noncash interest payments, the interest component of
any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, commissions, discounts and other fees
and charges incurred in respect of letter of credit or bankers' acceptance
financings, and net payments (if any) pursuant to Hedging Obligations), to the
extent that any such expense was deducted in computing such Consolidated Net
Income, plus (iii) an amount equal to any extraordinary loss plus any net loss
realized in connection with an Asset Sale (to the extent such losses were
deducted in computing such Consolidated Net Income), plus (iv) depreciation,
depletion, amortization (including amortization of goodwill and other
intangibles) and other noncash expenses (including, without limitation,
writedowns and impairment of property, plant and equipment and intangibles and
other long- lived assets) (excluding any such noncash expense to the extent that
it represents an accrual of or reserve for cash expenses in any future period or
amortization of a prepaid cash expense that was paid in a prior period) of such
Person and its Restricted Subsidiaries for such period to the extent that such
depreciation, depletion, amortization and other noncash expenses were deducted
in computing such Consolidated Net Income, minus (v) noncash items increasing
such Consolidated Net Income for such period (other than accruals in accordance
with GAAP). Notwithstanding the foregoing, the provision for taxes on the income
or profits of, and the depreciation, depletion and amortization and other
noncash expenses of, a Restricted Subsidiary that is not a Subsidiary Guarantor
shall be added to Consolidated Net Income to compute Consolidated Cash Flow only
to the extent that a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary
without prior governmental approval (that has not been obtained), and without
direct or indirect restriction pursuant to the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to that Restricted Subsidiary or its
stockholders.

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                  "Consolidated Net Income" means, with respect to any Person
for any period, the aggregate of the Net Income of such Person and its
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that (i) the Net Income of any Unrestricted Subsidiary, any
Person that is not a Subsidiary or any Person accounted for by the equity method
of accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Restricted Subsidiary
thereof, (ii) the Net Income of any Restricted Subsidiary that is not a
Subsidiary Guarantor shall be excluded to the extent that the declaration or
payment of dividends or similar distributions by that Restricted Subsidiary of
that Net Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary or its stockholders, (iii) the Net Income of any Person
acquired in a transaction accounted for in a manner similar to a pooling of
interests transaction for any period prior to the date of such acquisition shall
be excluded, provided, however, that such Net Income shall not be excluded for
purposes of calculating the Fixed Charge Coverage Ratio, and (iv) the cumulative
effect of a change in accounting principles shall be excluded.

                  "Continuing Directors" means, as of any date of determination,
any member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the date hereof or (ii) 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 at the time of such
nomination or election.

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

                  "Credit Agreement" means that certain Credit Agreement, dated
as of March 21, 2003 by and among the Company, as borrower, Wachovia Securities,
Inc., Fleet Securities, Inc. and Lehman Brothers Inc. as Arrangers, Wachovia
Bank, National Association and Lehman Commercial Paper Inc., as the Syndication
Agents, Fleet National Bank, as the Administrative Agent, Morgan Stanley Senior
Funding, Inc. and US Bank National Association, as Documentation Agents, and the
other lenders party thereto, including any related notes, guarantees, collateral
documents, letters of credit, instruments and agreements executed in connection
therewith (and any appendices, annexes, exhibits or schedules to any of the
foregoing), and in each case as amended, restated, amended and restated,
modified, supplemented, renewed, refunded, replaced, restructured, repaid or
refinanced from time to time (whether with the original agents, arrangers and
lenders or other agents, arrangers and lenders or otherwise, whether provided
under the original credit agreement or other Credit Facilities or otherwise,
whether for a greater or lesser principal amount, whether with greater or lesser
interest and fees and whether including more or less collateral or guarantors).
Indebtedness under the Credit Agreement outstanding on the date on which notes
are first issued and authenticated under the indenture shall be deemed to have
been incurred on such date in

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reliance on, and to be permitted by, the exception provided by clause (i) of the
definition of Permitted Indebtedness.

                  "Credit Facilities" means, with respect to the Company or any
of its Restricted Subsidiaries, one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities with banks or
other institutional lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from such lenders against such
receivables) or letters of credit, in each case, as amended, restated, amended
and restated, modified, supplemented, renewed, refunded, replaced, refinanced,
repaid or restructured in whole or in part from time to time.

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

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

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

                  "Depositary" means, with respect to the Notes issuable or
issued in whole or in part in global form, the Person specified in Section 2.03
hereof as the Depositary with respect to the Notes, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

                  "Designated Noncash Consideration" means the fair market value
of noncash consideration received by the Company or one of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as
Designated Noncash Consideration pursuant to an Officer's Certificate, setting
forth the basis of such valuation, executed by the principal executive officer
and the principal financial officer of the Company, less the amount of cash or
Cash Equivalents received in connection with a sale of such Designated Noncash
Consideration.

                  "Disqualified Stock" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the Holder
thereof, in whole or in part, on or prior to the date on which the Notes mature;
provided, however, that any Capital Stock that would constitute Disqualified
Stock solely because the Holders thereof have the right to require the Company
to repurchase such Capital Stock upon the occurrence of a Change of Control
Triggering Event or an Asset Sale shall not constitute Disqualified Stock if the
terms of such Capital Stock provide that the Company may not repurchase or
redeem any

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such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.07 hereof.

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

                  "Domestic Subsidiary" means a Subsidiary that is (i) formed
under the laws of the United States of America or a state or territory thereof
or (ii) as of the date of determination, treated as a domestic entity or a
partnership or a division of a domestic entity for United States federal income
tax purposes.

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

                  "Equity Offering" means any public or private sale of equity
securities (excluding Disqualified Stock) of the Company, other than any private
sales to an Affiliate of the Company.

                  "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system.

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

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

                  "Exchange Offer" means the registration by the Company under
the Securities Act of the Exchange Notes pursuant to a Registration Statement
pursuant to which the Company offers the holders of all outstanding Transfer
Restricted Securities the opportunity to exchange all such outstanding Transfer
Restricted Securities held by such holders for Exchange Notes in an aggregate
principal amount equal to the aggregate principal amount of the Transfer
Restricted Securities validly tendered in such exchange offer by such holders.

                  "Exchange Offer Registration Statement" means the Registration
Statement relating to the Exchange Offer, including the related Prospectus.

                  "Existing Indebtedness" means up to $1,253.0 million in
aggregate principal amount of Indebtedness of the Company and its Restricted
Subsidiaries (other than Indebtedness under the Credit Agreement, the Notes, the
May 1998 Senior Notes, the Senior Subordinated Notes, the Subsidiary Guarantees,
the May 1998 Senior Note Guarantees and the Subordinated Subsidiary Guarantees)
in existence on the date hereof, until such amounts are repaid.

                  "Fixed Charge Coverage Ratio" means with respect to any
specified Person for any period, the ratio of the Consolidated Cash Flow of such
Person and its

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

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

                  (1)      acquisitions that have been made by the specified
Person or any of its Restricted Subsidiaries, including through mergers,
consolidations or otherwise (including acquisitions of assets used in a
Permitted Business) and including any related financing transactions, during the
four-quarter reference period or subsequent to such reference period and on or
prior to the Calculation Date will be given pro forma effect as if they had
occurred on the first day of the four-quarter reference period, including any
pro forma expense and cost reductions and other operating improvements that have
occurred or are reasonably expected to occur, in the reasonable judgment of the
chief financial officer of the Company (regardless of whether those cost savings
or operating improvements could then be reflected in pro forma financial
statements in accordance with Regulation S-X promulgated under the Securities
Act or any other regulation or policy of the SEC related thereto);

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

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

                  "Fixed Charges" means, with respect to any Person for any
period, the sum, without duplication, of (i) the consolidated interest expense
of such Person and its Restricted Subsidiaries for such period, whether paid or
accrued (including, without limitation, amortization of original issue discount,
noncash interest payments, the interest component of any deferred payment
obligations, the interest component of all payments associated with Capital
Lease Obligations, commissions, discounts and other fees and charges incurred in
respect of letters of credit or bankers' acceptance financings, and net payments
(if any) pursuant to Hedging Obligations, but excluding amortization of debt

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issuance costs) and (ii) the consolidated interest of such Person and its
Restricted Subsidiaries that was capitalized during such period, and (iii) any
interest expense on the portion of Indebtedness of another Person that is
Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a
Lien on assets of such Person or one of its Restricted Subsidiaries (whether or
not such Guarantee or Lien is called upon) and (iv) the product of (a) all
dividend payments, whether or not in cash, on any series of preferred stock of
such Person or any of its Restricted Subsidiaries, other than dividend payments
on Equity Interests payable solely in Equity Interests of the Company (other
than Disqualified Stock) or to the Company or a Restricted Subsidiary of the
Company, times (b) a fraction, the numerator of which is one and the denominator
of which is one minus the effective combined federal, state and local tax rate
of such Person for such period, expressed as a decimal, in each case, for the
Company and its Restricted Subsidiaries on a consolidated basis and in
accordance with GAAP.

                  "Foreign Subsidiaries" means Subsidiaries of the Company that
are not Domestic Subsidiaries.

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

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

                  "Global Notes" means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f) hereof.

                  "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America, and the payment for
which the United States pledges its full faith and credit.

                  "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, by way of a
pledge of assets or through letters of credit or reimbursement agreements in
respect thereof), of all or any part of any Indebtedness.

                  "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) currency exchange, interest rate or
commodity swap agreements, currency exchange, interest rate or commodity cap
agreements and currency exchange, interest rate or commodity collar agreements
and (ii) other agreements or arrangements designed to protect such Person
against fluctuations in currency exchange, interest rates

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or commodity prices, in each case for the purpose of risk management and not for
speculation.

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

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

                  "Indebtedness" means, with respect to any Person, any
indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof) or banker's
acceptances or representing Capital Lease Obligations or the balance deferred
and unpaid of the purchase price of any property or representing any Hedging
Obligations, if and to the extent any of the foregoing (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance sheet
of such Person prepared in accordance with GAAP, as well as all Indebtedness of
others secured by a Lien on any asset of such Person (whether or not such
Indebtedness is assumed by such Person) and, to the extent not otherwise
included, the Guarantee by such Person of any indebtedness of any other Person,
but excluding from the definition of "Indebtedness," any of the foregoing that
constitutes (1) an accrued expense, (2) trade payables and (3) Obligations in
respect of reclamation, workers' compensation, including black lung, pensions
and retiree health care, in each case to the extent not overdue for more than 90
days. The amount of any Indebtedness outstanding as of any date shall be (i) the
accreted value thereof, in the case of any Indebtedness issued with original
issue discount, and (ii) the principal amount thereof, together with any
interest thereon that is more than 30 days past due, in the case of any other
Indebtedness.

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

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

                  "Initial Notes" means $650.0 million in aggregate principal
amount of Notes issued under this Indenture on the date hereof.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act, who are not also QIBs.

                  "Investment Grade Rating" means a rating equal to or higher
than Baa3 (or the equivalent) by Moody's or BBB- (or the equivalent) by S&P.

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                  "Investments" means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the form
of direct or indirect loans (including guarantees of any portion of Indebtedness
or other obligations), advances or capital contributions (excluding commission,
travel and similar advances to officers and employees made in the ordinary
course of business), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities, together with all items that
are or would be classified as investments on a balance sheet prepared in
accordance with GAAP. If the Company or any Restricted Subsidiary of the Company
sells or otherwise disposes of any Equity Interests of any direct or indirect
Restricted Subsidiary of the Company such that, after giving effect to any such
sale or disposition, such Person is no longer a Restricted Subsidiary of the
Company, the Company shall be deemed to have made an Investment on the date of
any such sale or disposition equal to the fair market value of the Equity
Interests of such Restricted Subsidiary not sold or disposed of in an amount
determined as provided in Section 4.07 hereof.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in the City of New York, the city in which the Corporate
Trust Office of the Trustee is located or at a place of payment with respect to
the Notes are authorized by law, regulation or executive order to remain closed.
If a payment date is a Legal Holiday at a place of payment, payment may be made
at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue on such payment for the intervening period.

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

                  "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law (including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction), but excluding any of the foregoing arising as a result of a sale,
contribution, disposition or any other transfer of accounts, chattel paper,
payment intangibles, promissory notes and/or related assets otherwise permitted
under the terms hereof.

                  "Liquidated Damages" means all liquidated damages then owing
pursuant to Section 5 of the Registration Rights Agreement.

                  "Marketable Securities" means, with respect to any Asset Sale,
any readily marketable equity securities that are (i) traded on the New York
Stock Exchange, the American Stock Exchange or the Nasdaq National Market; and
(ii) issued by a corporation having a total equity market capitalization of not
less than $250.0 million; provided that the excess of (A) the aggregate amount
of securities of any one such corporation held by the Company and any Restricted
Subsidiary over (B) ten times the

                                       11

<PAGE>

average daily trading volume of such securities during the 20 immediately
preceding trading days shall be deemed not to be Marketable Securities; as
determined on the date of the contract relating to such Asset Sale.

                  "May 1998 Senior Note Guarantee" means the Guarantees of the
May 1998 Senior Notes by each of the subsidiary guarantors pursuant to the May
1998 Senior Note Indenture and any additional Guarantee of the May 1998 Senior
Notes to be executed by any Subsidiary of the Company pursuant to that
indenture.

                  "May 1998 Senior Note Indenture" means the indenture among the
Company, the subsidiary guarantors party thereto, US Bank National Association,
as successor to State Street Bank and Trust Company, as Trustee, dated as of May
18, 1998, governing the May 1998 Senior Notes.

                  "May 1998 Senior Notes" means the Company's Series A and
Series B 8 7/8% Senior Notes due 2008.

                  "Moody's" means Moody's Investors Service, Inc., or any
successor to the rating agency business thereof.

                  "Net Income" means, with respect to any Person, the net income
or loss of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (i) any
gain or loss, together with any related provision for taxes on such gain or
loss, realized in connection with (a) any Asset Sale (including, without
limitation, dispositions pursuant to sale and leaseback transactions) or (b) the
disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries and (ii) any extraordinary or nonrecurring gain or
loss, together with any related provision for taxes on such extraordinary or
nonrecurring gain or loss.

                  "Net Proceeds" means the aggregate proceeds (cash or property)
received by the Company or any of its Restricted Subsidiaries in respect of any
Asset Sale (including, without limitation, any cash received upon the sale or
other disposition of any noncash consideration received in any Asset Sale) or
the sale or disposition of any Investment, net of the direct costs relating to
such Asset Sale, sale or disposition, (including, without limitation, legal,
accounting and investment banking fees, and sales commissions) and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), and any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance with
GAAP.

                  "Non-Guarantor Subsidiaries" means (i) Black Beauty; (ii) the
Specified Subsidiaries, (iii) the Company's future Unrestricted Subsidiaries and
(iv) the Company's current and future Foreign Subsidiaries.

                                       12

<PAGE>

                  "Non-Recourse Debt" means Indebtedness (i) as to which neither
the Company nor any of its Restricted Subsidiaries (a) provides credit support
of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness) other than a pledge of the Equity Interests of any
Unrestricted Subsidiaries, (b) is directly or indirectly liable (as a guarantor
or otherwise) other than by virtue of a pledge of the Equity Interests of any
Unrestricted Subsidiaries, or (c) constitutes the lender; and (ii) no default
with respect to which (including any rights that the holders thereof may have to
take enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness (other than
the Notes being offered hereby) of the Company or any of its Restricted
Subsidiaries to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its stated maturity.

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

                  "Notes" has the meaning assigned to it in the preamble to this
Indenture.

                  "Obligations" means any principal, premium (if any), interest,
penalties, fees, charges, expenses, indemnifications, reimbursement obligations,
damages, Guarantees and other liabilities and amounts payable under the
documentation governing any Indebtedness or in respect thereto.

                  "Offering" means the offering of the Notes by the Company.

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

                  "Officer's Certificate" means a certificate signed on behalf
of the Company by an Officer of the Company who must be a vice-president, the
principal financial officer, the treasurer or the principal accounting officer
of the Company, that meets the requirements of Sections 12.04 and 12.05 hereof.

                  "Opinion of Counsel" means an opinion from legal counsel who
is reasonably acceptable to the Trustee, that meets the requirements of Sections
12.04 and 12.05 hereof. The counsel may be an employee of or counsel to the
Company, any Subsidiary of the Company or the Trustee.

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

                  "Participating Broker-Dealer" has the meaning set forth in the
Registration Rights Agreement.

                                       13

<PAGE>

                  "Permitted Business" means coal production, coal mining, coal
brokering, coal transportation, mine development, power marketing, electricity
generation, power/energy sales and trading, energy transactions/asset
restructurings, risk management products associated with energy, fuel/power
integration and other energy-related businesses, ash disposal, environmental
remediation and development of related real estate assets, coal, natural gas,
petroleum or other fossil fuel exploration, production, marketing,
transportation and distribution, and other related businesses and activities of
the Company and its Subsidiaries as of the date hererof and any business or
activity that is reasonably similar thereto or a reasonable extension,
development or expansion thereof or ancillary thereto.

                  "Permitted Investments" means (a) any Investment in the
Company or in a Restricted Subsidiary of the Company; (b) any Investment in Cash
Equivalents; (c) any Investment by the Company or any Restricted Subsidiary of
the Company in a Person, if as a result of such Investment (i) such Person
becomes a Restricted Subsidiary of the Company or (ii) such Person, in one
transaction or a series of related transactions, is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted Subsidiary of the
Company; (d) any acquisition of assets solely in exchange for the issuance of
Equity Interests (other than Disqualified Stock) of the Company; (e) any
Investment existing on the date hereof (an "EXISTING INVESTMENT") and any
Investment that replaces, refinances or refunds an Existing Investment, provided
that the new Investment is in an amount that does not exceed the amount
replaced, refinanced or refunded and is made in the same Person as the
Investment replaced, refinanced or refunded, (f) advances to employees not in
excess of $10.0 million outstanding at any one time; (g) Hedging Obligations
permitted under clause (viii) of Section 4.09 hereof; (h) loans and advances to
officers, directors and employees for business-related travel expenses, moving
expenses and other similar expenses, in each case incurred in the ordinary
course of business; (i) any Investment in a Permitted Business (whether or not
an Investment in an Unrestricted Subsidiary) having an aggregate fair market
value, when taken together with all other Investments made pursuant to this
clause (i), does not exceed in aggregate amount the sum of (1) 15% of Total
Assets at the time of such Investment (with the fair market value of each
Investment being measured at the time made and without giving effect to
subsequent changes in value) plus (2) 100% of the Net Proceeds from the sale or
disposition of any Investment previously made pursuant to this clause (i) or
100% of the amount of any dividend, distribution or payment from any such
Investment, net of income taxes paid or payable in respect thereof, in each case
up to the amount of the Investment that was made pursuant to this clause (i) and
50% of the amount of such Net Proceeds or 50% of such dividends, distributions
or payments, in each case received in excess of the amount of the Investments
made pursuant to this clause (i); (j) guarantees (including Guarantees) of
Indebtedness permitted under Section 4.09 hereof; (k) any Investment acquired by
the Company or any of its Restricted Subsidiaries (A) in exchange for any other
Investment or accounts receivable held by the Company or any such Restricted
Subsidiary in connection with or as a result of a bankruptcy, workout,
reorganization or recapitalization of the issuer of such other Investment or
accounts

                                       14

<PAGE>

receivable or (B) as a result of the transfer of title with respect to any
secured Investment in default as a result of a foreclosure by the Company or any
of its Restricted Subsidiaries with respect to such secured Investment; (l) any
Investments in joint ventures in an amount, taken together will all other
Investments made pursuant to this clause (l), that does not exceed $100.0
million at the time outstanding; and (m) that portion of any Investment by the
Company or a Restricted Subsidiary in a Permitted Business to the extent that
the Company or such Restricted Subsidiary will receive in a substantially
concurrent transaction an amount in cash equal to the amount of such Investment
(or the fair market value of such Investment), net of any obligation to pay
taxes or other amounts in respect of the receipt of such cash; provided that the
receipt of such cash does not carry any obligation by the Company or such
Restricted Subsidiary to repay or return such cash; provided, however, that with
respect to any Investment, the Company may, in its sole discretion, allocate all
or any portion of any Investment to one or more of the above clauses so that the
entire Investment would be a Permitted Investment.

                  "Permitted Liens" means (i) Liens securing Indebtedness under
Credit Facilities that were permitted by the terms of this Indenture to be
incurred; (ii) Liens in favor of the Company; (iii) Liens on property of a
Person existing at the time such Person is merged into or consolidated with the
Company or any Restricted Subsidiary of the Company; provided that such Liens
were in existence prior to the contemplation of such merger or consolidation and
do not extend to any assets other than those of the Person merged into or
consolidated with the Company; (iv) Liens on property existing at the time of
acquisition thereof by the Company or any Restricted Subsidiary of the Company,
provided that such Liens were in existence prior to the contemplation of such
acquisition; (v) Liens to secure the performance of statutory obligations,
surety or appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business; (vi) Liens incurred or deposits
made in the ordinary course of business in connection with workers'
compensation, unemployment insurance or other kinds of social security; (vii)
Liens existing on the date hereof; (viii) Liens for taxes, assessments or
governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings promptly instituted and
diligently concluded, provided that any reserve or other appropriate provision
as shall be required in conformity with GAAP shall have been made therefor; (ix)
Liens on assets of Subsidiary Guarantors to secure Senior Debt of such
Subsidiary Guarantors that was permitted by this Indenture to be incurred; (x)
Liens incurred in the ordinary course of business of the Company or any
Restricted Subsidiary of the Company with respect to obligations that (a) are
not incurred in connection with the borrowing of money or the obtaining of
advances or credit (other than trade credit in the ordinary course of business)
and (b) do not in the aggregate materially detract from the value of the
property or materially impair the use thereof in the operation of business by
the Company or such Restricted Subsidiary; (xi) Liens on assets of Foreign
Subsidiaries to secure Indebtedness that was permitted by this Indenture to be
incurred; (xii) statutory liens of landlords, mechanics, suppliers, vendors,
warehousemen, carriers or other like Liens arising in the ordinary course of
business; (xiii) judgment Liens not giving rise to an Event of Default so long
as any appropriate legal proceeding that may have been duly initiated for the
review of such

                                       15

<PAGE>

judgment shall not have been finally terminated or the period within which such
legal proceeding may be initiated shall not have expired; (xiv) easements,
rights-of-way, zoning and similar restrictions and other similar encumbrances or
title defects incurred or imposed, as applicable, in the ordinary course of
business and consistent with industry practices which, in the aggregate, are not
substantial in amount, and which do not in any case materially detract from the
value of the property subject thereto (as such property is used by the Company
or its Subsidiaries) or interfere with the ordinary conduct of the business of
the Company or such Subsidiaries; provided, however, that any such Liens are not
incurred in connection with any borrowing of money or any commitment to loan any
money or to extend any credit; (xv) Liens to secure Indebtedness (including
Capital Lease Obligations) permitted by clause (vi) of the second paragraph of
Section 4.09 hereof and other purchase money Liens to finance property or assets
of the Company or any Restricted Subsidiary acquired in the ordinary course of
business; provided that such Liens are only secured by such property or assets
so acquired or improved (including, in the case of the acquisition of Capital
Stock of a Person who becomes a Restricted Subsidiary, Liens on the assets of
the Person whose Capital Stock was so acquired); (xvi) Liens securing
Indebtedness under Hedging Obligations; provided that such Liens are only
secured by property or assets that secure the Indebtedness subject to the
Hedging Obligation; (xvii) Liens to secure Indebtedness permitted by clause
(xii) of the second paragraph of Section 4.09 hereof; and (xviii) Liens on the
Equity Interests of Unrestricted Subsidiaries securing Obligations of
Unrestricted Subsidiaries not otherwise prohibited by this Indenture.

                  "Permitted Refinancing Indebtedness" means any Indebtedness of
the Company or any of its Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that: (i) the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed the principal amount of (or accreted value, if applicable), plus
accrued interest and premium, if any, on, the Indebtedness so extended,
refinanced, renewed, replaced, defeased or refunded (plus the amount of
reasonable expenses incurred in connection therewith); (ii) such Permitted
Refinancing Indebtedness has a final maturity date later than the final maturity
date of, and has a Weighted Average Life to Maturity equal to or greater than
the Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; (iii) if the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded is
subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and is subordinated in right of payment to, the Notes on terms at least as
favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; and (iv) such Indebtedness is incurred either by the
Company or by the Restricted Subsidiary who is the obligor on the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded.

                                       16

<PAGE>

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

                  "Principals" means Lehman Brothers Merchant Banking Partners
II L.P., any of its respective Affiliates and executive officers of the Company
as of the date hereof.

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

                  "Prospectus" means a prospectus included in a Registration
Statement as amended or supplemented by any prospectus supplement and by all
other amendments thereto, including post-effective amendments, and all material
incorporated by reference into such Prospectus.

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

                  "Rating Agency" means each of S&P and Moody's, or if S&P or
Moody's or both shall not make a rating on the notes publicly available, a
nationally recognized statistical rating agency or agencies, as the case may be,
selected by the Company (as certified by a resolution of its Board of Directors)
which shall be substituted for S&P or Moody's or both, as the case may be.

                  "Rating Date" means the date which is 90 days prior to the
earlier of:

                  (a)      a Change of Control, and

                  (b)      public notice of the occurrence of a Change of
Control or of the intention of the Company to effect a Change of Control.

                  "Rating Decline" means the occurrence of the following on, or
within, 90 days before or after the earlier of: (i) the date of public notice of
the occurrence of a Change of Control or (ii) public notice of the intention of
the Company to effect a Change of Control (which 90-day period shall be extended
so long as the rating of the Notes is under publicly announced consideration for
possible downgrade by any of the Rating Agencies):

                  (a)      in the event the Notes are assigned an Investment
Grade Rating by both Rating Agencies on the Rating Date, the rating of the Notes
by one of the Rating Agencies shall be below an Investment Grade Rating; or

                  (b)      in the event the Notes are rated below an Investment
Grade Rating by at least one of the Rating Agencies on the Rating Date, the
rating of the Notes by at least one of the Rating Agencies shall be decreased by
one or more gradations (including gradations within rating categories as well as
between rating categories).

                                       17

<PAGE>

                  "Registration Default" has the meaning assigned to that term
in the Registration Rights Agreement.

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of March 21, 2003, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements between the Company and the
other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

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

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

                  "Related Party" with respect to any Principal means (A) any
controlling stockholder, 80% (or more) owned Subsidiary, or spouse or immediate
family member (in the case of an individual) of such Principal or (B) any trust,
corporation, partnership or other entity, the beneficiaries, stockholders,
partners, owners or Persons beneficially holding an 80% or more controlling
interest of which consist of such Principal and/or such other Persons referred
to in the immediately preceding clause (A).

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

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

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

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

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

                                       18

<PAGE>

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

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

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

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

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

                  "S&P's" means Standard & Poor's Rating Group, Inc., or any
successor to the rating agency business thereof.

                  "SEC" means the Securities and Exchange Commission.

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

                  "Senior Subordinated Note Indenture" means the indenture,
among the Company, the subsidiary guarantors party thereto, US Bank National
Association, as successor to State Street Bank and Trust Company, as Trustee,
dated as of May 18, 1998, governing the Senior Subordinated Notes.

                  "Senior Subordinated Notes" means the Company's 9 5/8% Series
B Senior Subordinated Notes due 2008.

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

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

                  "Specified Subsidiaries" means Newhall Funding Company, CL
Hartford, L.L.C., CL Power Sales Three, L.L.C., CP Power Sales Sixteen, L.L.C.,
PG Power Sales Ones, L.L.C., PG Power Sales Two, L.L.C., PG Power Sales Three,
L.L.C., PG Power Sales Four, L.L.C., PG Power Sales Five, L.L.C., PG Power Sales
Six, L.L.C., PG Power Sales Seven, L.L.C., PG Power Sales Eight, L.L.C., PG
Power Sales Nine, L.L.C., PG Power Sales Ten, L.L.C., PG Power Sales Eleven,
L.L.C., PG Power Sales Twelve, L.L.C., PG Investments One, L.L.C., PG
Investments Two, L.L.C., PG Investments Three, L.L.C., PG Investments Four,
L.L.C., PG Investments Five, L.L.C., PG Investments Six, L.L.C., P&L Receivables
Company, LLC and United Minerals Company, LLC.

                  "Stated Maturity" means, with respect to any installment of
interest or principal on any series of Indebtedness, the date on which such
payment of interest or

                                       19

<PAGE>

principal was scheduled to be paid in the original documentation governing such
Indebtedness, and shall not include any contingent obligations to repay, redeem
or repurchase any such interest or principal prior to the date originally
scheduled for the payment thereof.

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

                  "Subsidiary Guarantee" means the Guarantee of the notes by
each of the Subsidiary Guarantors pursuant to this Indenture and any additional
Guarantee of the notes to be executed by any Subsidiary of the Company pursuant
to Section 4.16.

                  "Subsidiary Guarantors" means all of the Company's existing
Domestic Subsidiaries, except for Black Beauty and the Specified Subsidiaries,
and any other Subsidiary that executes a Subsidiary Guarantee in accordance with
the provisions of the Indenture, and their respective successors and assigns.

                  "Subordinated Subsidiary Guarantees" means the Guarantees of
the Senior Subordinated Notes by each of the Subsidiary Guarantors pursuant to
the Senior Subordinated Note Indenture and any additional Guarantee of the
Senior Subordinated Notes to be executed by any Subsidiary of the Company
pursuant to that indenture.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA.

                  "Total Assets" means the total assets of the Company and its
Restricted Subsidiaries on a consolidated basis determined in accordance with
GAAP, as shown on the most recently available consolidated balance sheet of the
Company and its Restricted Subsidiaries.

                  "Treasury Rate" means the yield to maturity at the time of the
computation of the United States Treasury securities with a constant maturity
(as compiled by and published in the most recent Federal Reserve Statistical
Release H.15(519), which has become publicly available at least two Business
Days prior to the date fixed for redemption (or if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the then remaining average life to March 15, 2008; provided,
however, that if the average life of such Note is not equal to the constant
maturity of the United States Treasury security for which weekly average yield
is given, the Treasury Rate shall be obtained by linear interpolation

                                       20

<PAGE>

(calculated to the nearest one-twelfth of a year) from the weekly average yields
of United States Treasury securities for which such yields are given, except
that if the average life of such Note is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year shall be used.

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

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

                  "Unrestricted Global Note" means a permanent global Note in
the form of Exhibit A attached hereto that bears the Global Note Legend and that
has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

                  "Unrestricted Subsidiary" means (i) the Specified Subsidiaries
and (ii) any Subsidiary that is designated by the Board of Directors as an
Unrestricted Subsidiary pursuant to a Board Resolution; but only to the extent
that such Person: (a) has no Indebtedness other than Non-Recourse Debt; (b) is
not party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary of the Company unless the terms of any such
agreement, contract, arrangement or understanding are no less favorable to the
Company or such Restricted Subsidiary than those that might be obtained at the
time from Persons who are not Affiliates of the Company; (c) is a Person with
respect to which neither the Company nor any of its Restricted Subsidiaries has
any obligation (x) to subscribe for additional Equity Interests in Unrestricted
Subsidiaries or (y) to maintain or preserve such Person's net worth (except with
respect to Permitted Investments); and (d) has not guaranteed or otherwise
directly or indirectly provided credit support for any Indebtedness of the
Company or any of its Restricted Subsidiaries; provided, however, that the
Company and its Restricted Subsidiaries may guarantee the performance of
Unrestricted Subsidiaries in the ordinary course of business except for
guarantees of Obligations in respect of borrowed money. Any such designation by
the Board of Directors shall be evidenced to the Trustee by filing with the
Trustee a certified copy of the Board Resolution giving effect to such
designation and an Officer's Certificate certifying that such designation
complied with the foregoing conditions and was permitted by Section 4.07 hereof.

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

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

                                       21

<PAGE>

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

SECTION 1.02.          OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                                              Defined in
         Terms                                                                 Section
         -----                                                                 -------
<S>                                                                           <C>
"Affiliate Transaction".....................................................     4.11
"Asset Sale Offer"..........................................................     3.09
"Authentication Order"......................................................     2.02
"Benefited Party"...........................................................    10.01
"Change of Control Offer"...................................................     4.15
"Change of Control Payment".................................................     4.15
"Change of Control Payment Date"............................................     4.15
"Covenant Defeasance".......................................................     8.03
"Event of Default"..........................................................     6.01
"Excess Proceeds"...........................................................     4.10
"incur".....................................................................     4.09
"Investment Grade Date".....................................................     4.18
"Legal Defeasance"..........................................................     8.02
"Make Whole Premium"........................................................     3.07
"Offer Amount"..............................................................     3.09
"Offer Period"..............................................................     3.09
"Paying Agent"..............................................................     2.03
"Permitted Debt"............................................................     4.09
"Purchase Date".............................................................     3.09
"Registrar".................................................................     2.03
"Restricted Payments".......................................................     4.07
</TABLE>

SECTION 1.03.          INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

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

                  "Indenture securities" means the Notes;

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

                                       22

<PAGE>

                  "Indenture to be qualified" means this Indenture;

                  "Indenture Trustee" or "institutional Trustee" means the
Trustee; and

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

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

SECTION 1.04.          RULES OF CONSTRUCTION.

                  Unless the context otherwise requires:

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

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

                  (3)      "or" is not exclusive;

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

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

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

                                   ARTICLE II

                                    THE NOTES

SECTION 2.01.          FORM AND DATING.

                  (a)      GENERAL. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto, which is
hereby incorporated in and expressly made part of this Indenture. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof. The terms and
provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Company, the Subsidiary Guarantors and
the Trustee, by their execution and delivery of this Indenture, expressly agree
to such terms and provisions and to be bound thereby. However, to the extent any

                                       23

<PAGE>

provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

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

                  (c)      BOOK-ENTRY PROVISIONS. This Section 2.01(c) shall
only apply to Global Notes deposited with the Trustee, as custodian for the
Depositary. Participants and Indirect Participants shall have no rights under
this Indenture with respect to any Global Note held on their behalf by the
Depositary or by the Trustee as the custodian for the Depositary or under such
Global Note, and the Depositary shall be treated by the Company, the Trustee and
any agent of the Company or the Trustee as the absolute owner of such Global
Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Participants or Indirect Participants, the Applicable Procedures or the
operation of customary practices of the Depositary governing the exercise of the
rights of a holder of a beneficial interest in any Global Note.

SECTION 2.02.          EXECUTION AND AUTHENTICATION.

                  (a)      One Officer shall sign the Notes for the Company by
manual or facsimile signature.

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

                  (c)      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.

                                       24

<PAGE>

                  (d)      The Trustee shall, upon a written order of the
Company signed by an Officer (an "AUTHENTICATION ORDER"), authenticate Notes for
original issue.

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

                  (f)      The Company may issue an unlimited amount of
Additional Notes from time to time after the offering of the Initial Notes,
subject to Section 4.09 hereof. The Initial Notes, the Exchange Notes and any
Additional Notes subsequently issued under this Indenture shall be treated as a
single class for all purposes under this Indenture, including, without
limitation, waivers, amendments, redemptions and offers to purchase.

SECTION 2.03.          REGISTRAR AND PAYING AGENT.

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

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

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

SECTION 2.04.          PAYING AGENT TO HOLD MONEY IN TRUST.

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

                                       25

<PAGE>

Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the
Company, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05.          HOLDER LISTS.

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

SECTION 2.06.          TRANSFER AND EXCHANGE.

                  (a)      TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note
may not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes
will be exchanged by the Company for Definitive Notes if (1) the Company
delivers to the Trustee notice from the Depositary that it is unwilling or
unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary or (2) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and deliver a written notice to such effect to the Trustee.
Upon the occurrence of any of the preceding events in (1) or (2) above,
Definitive Notes shall be issued in denominations of $1,000 or integral
multiples thereof and in such names as the Depositary shall instruct the
Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as
provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

                  (b)      TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE
GLOBAL NOTES. The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures. Beneficial interests
in the Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities
Act. Transfers of beneficial interests in the Global Notes also

                                       26

<PAGE>

shall require compliance with either clause (i) or (ii) below, as applicable, as
well as one or more of the other following clauses, as applicable:

                           (i)      Transfer of Beneficial Interests in the Same
Global Note. Beneficial interests in any Restricted Global Note may be
transferred to Persons who take delivery thereof in the form of a beneficial
interest in the same Restricted Global Note in accordance with the transfer
restrictions set forth in the Private Placement Legend; provided, however, that
prior to the expiration of the Distribution Compliance Period, transfers of
beneficial interests in the Regulation S Global Note may not be made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Beneficial interests in any Unrestricted Global Note may be
transferred to Persons who take delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note. No written orders or instructions shall
be required to be delivered to the Registrar to effect the transfers described
in this Section 2.06(b)(i).

                           (ii)     All Other Transfers and Exchanges of
Beneficial Interests in Global Notes. In connection with all transfers and
exchanges of beneficial interests that are not subject to Section 2.06(b)(i)
above, the transferor of such beneficial interest must deliver to the Registrar
either (A)(1) a written order from a Participant or an Indirect Participant
given to the Depositary in accordance with the Applicable Procedures directing
the Depositary to credit or cause to be credited a beneficial interest in
another Global Note in an amount equal to the beneficial interest to be
transferred or exchanged and (2) instructions given in accordance with the
Applicable Procedures containing information regarding the Participant account
to be credited with such increase or (B)(1) a written order from a Participant
or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be issued a
Definitive Note in an amount equal to the beneficial interest to be transferred
or exchanged and (2) instructions given by the Depositary to the Registrar
containing information regarding the Person in whose name such Definitive Note
shall be registered to effect the transfer or exchange referred to in (B)(1)
above. Upon consummation of an Exchange Offer by the Company in accordance with
Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be
deemed to have been satisfied upon receipt by the Registrar of the instructions
contained in the Letter of Transmittal delivered by the Holder of such
beneficial interests in the Restricted Global Notes. Upon instruction from the
Depository in accordance with the Applicable Procedures and delivery of any
applicable certificate required to be delivered to the Trustee by the terms of
Sections 2.06(b)(iii) or (iv) or Section 2.06(c)(i) or (ii), as applicable, the
Trustee shall adjust the principal amount of the relevant Global Note(s)
pursuant to Section 2.06(h) hereof.

                           (iii)    Transfer of Beneficial Interests in a
Restricted Global Note to Another Restricted Global Note. A beneficial interest
in any Restricted Global Note may be transferred to a Person who takes delivery
thereof in the form of a beneficial interest in another Restricted Global Note
if the transfer complies with the requirements of Section 2.06(b)(ii) above and
the Registrar receives the following:

                                       27

<PAGE>

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

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

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

                           (iv)     Transfer and Exchange of Beneficial
Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note. A beneficial interest in any Restricted Global Note
may be exchanged by any holder thereof for a beneficial interest in an
Unrestricted Global Note or transferred to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note if the
exchange or transfer complies with the requirements of Section 2.06(b)(ii) above
and:

                                    (A)      such exchange or transfer is
                  effected pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of the beneficial
                  interest to be transferred, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal or via the Depositary's
                  book-entry system that it is not (1) a broker-dealer, (2) a
                  Person participating in the distribution of the Exchange Notes
                  or (3) a Person who is an affiliate (as defined in Rule 144)
                  of the Company;

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

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

                                    (D)      the Registrar receives the
                  following:

                                             (1)      if the holder of such
                           beneficial interest in a Restricted Global Note
                           proposes to exchange such beneficial interest for a
                           beneficial interest in an Unrestricted Global Note, a

                                       28

<PAGE>

                           certificate from such holder in the form of Exhibit C
                           hereto, including the certifications in item (1)(a)
                           thereof; or

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

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

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

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

                  (c)      TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS FOR
DEFINITIVE NOTES.

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

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

                                       29

<PAGE>

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

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

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

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

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

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

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

                                       30

<PAGE>

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

                                    (A)      such exchange or transfer is
                  effected pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of such
                  beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

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

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

                                    (D)      the Registrar receives the
                  following:

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

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

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

                                       31

<PAGE>

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

                  (d)      TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR
BENEFICIAL INTERESTS.

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

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

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

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

                                    (D)      if such Restricted Definitive Note
                  is being transferred pursuant to an exemption from the
                  registration requirements of the Securities Act in accordance
                  with Rule 144, a certificate to the effect

                                       32

<PAGE>

                  set forth in Exhibit B hereto, including the certifications in
                  item (3)(a) thereof;

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

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

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

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

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

                                    (A)      such exchange or transfer is
                  effected pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a broker-dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

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

                                       33

<PAGE>

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

                                    (D)      the Registrar receives the
                  following:

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

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

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

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

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

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

                           (v)      Issuance of Unrestricted Global Notes. If
any such exchange or transfer from a Definitive Note to a beneficial interest is
effected pursuant to

                                       34

<PAGE>

clauses (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global
Note has not yet been issued, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the principal amount of Definitive Notes so transferred.

                  (e)      TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR
DEFINITIVE NOTES. Upon request by a Holder of Definitive Notes and such Holder's
compliance with the provisions of this Section 2.06(e), the Registrar shall
register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by
a written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by its attorney, duly authorized in writing. In
addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e).

                           (i)      Restricted Definitive Notes to Restricted
Definitive Notes. Any Restricted Definitive Note may be transferred to and
registered in the name of Persons who take delivery thereof in the form of a
Restricted Definitive Note if the Registrar receives the following:

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

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

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

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

                                    (A)      such exchange or transfer is
                  effected pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a broker-dealer, (2) a Person participating in the
                  distribution of the

                                       35

<PAGE>

                  Exchange Notes or (3) a Person who is an affiliate (as defined
                  in Rule 144) of the Company;

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

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

                                    (D)      the Registrar receives the
                  following:

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

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

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

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

                  (f)      EXCHANGE OFFER. Upon the occurrence of the Exchange
Offer in accordance with the Registration Rights Agreement, the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes
in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (A) they are not
broker-dealers, (B) they are not participating in a distribution of the Exchange
Notes and (C) they are not affiliates (as defined in Rule 144) of the Company,

                                       36

<PAGE>

and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive
Notes in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes tendered for acceptance by Persons who made the
foregoing certification and accepted for exchange in the Exchange Offer.
Concurrently with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company shall execute and the Trustee shall
authenticate and mail or deliver to the Persons designated by the Holders of
Restricted Definitive Notes so accepted Unrestricted Definitive Notes in the
appropriate principal amount.

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

                           (i)      Private Placement Legend.

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

                  "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A
U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN "OFFSHORE TRANSACTION" PURSUANT TO
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT,
PRIOR TO (A) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS
PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION
THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY
PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE
OF THE COMPANY WERE THE OWNERS OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE)
AND (B) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE
"RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS
NOTE EXCEPT (I) TO THE COMPANY, (II) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (III) FOR SO LONG AS THE
NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT

                                       37

<PAGE>

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, (IV) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR (V) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE
TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE, AND THE REGISTRAR
SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSE (IV) OR (V) TO REQUIRE THAT AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR
OTHER INFORMATION SATISFACTORY TO THE COMPANY, THE TRUSTEE AND THE REGISTRAR IS
COMPLETED AND DELIVERED BY THE TRANSFEROR. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT."

                                    (B)      Notwithstanding the foregoing, any
                  Global Note or Definitive Note issued pursuant to clauses
                  (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii),
                  (e)(iii) or (f) to this Section 2.06 (and all Notes issued in
                  exchange therefor or substitution thereof) shall not bear the
                  Private Placement Legend.

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

                  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.

                  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY
OR ITS AGENT FOR

                                       38

<PAGE>

REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE 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."

                  (h)      CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At
such time as all beneficial interests in a particular Global Note have been
exchanged for Definitive Notes or a particular Global Note has been redeemed,
repurchased or cancelled in whole and not in part, each such Global Note shall
be returned to or retained and cancelled by the Trustee in accordance with
Section 2.11 hereof. At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global
Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note shall be reduced accordingly and an endorsement shall be made on
such Global Note by the Trustee or by the Depositary at the direction of the
Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note, such other Global Note
shall be increased accordingly and an endorsement shall be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such increase.

                  (i)      GENERAL PROVISIONS RELATING TO TRANSFERS AND
EXCHANGES.

                           (i)      To permit registrations of transfers and
exchanges, the Company shall execute Global Notes and Definitive Notes, and the
Trustee shall authenticate Global Notes and Definitive Notes upon the Company's
order(including an Authentication Order given pursuant to Section 2.02) or at
the Registrar's request (in connection with any transfer or exchange of Notes
pursuant to this Section 2.06).

                           (ii)     No service charge shall be made to a Holder
of a beneficial interest in a Global Note or to a Holder of a Definitive Note
for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to
Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

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

                                       39

<PAGE>

                           (iv)     Neither the Registrar nor the Company shall
be required (A) to issue, to register the transfer of or to exchange any Notes
during a period beginning at the opening of business 15 days before the day of
any selection of Notes for redemption under Section 3.02 hereof and ending at
the close of business on the day of selection, (B) to register the transfer of
or to exchange any Note so selected for redemption in whole or in part, except
the unredeemed portion of any Note being redeemed in part or (C) to register the
transfer of or to exchange a Note between a record date and the next succeeding
Interest Payment Date.

                           (v)      Prior to due presentment for the
registration of a transfer of any Note, the Trustee, any Agent and the Company
may deem and treat the Person in whose name any Note is registered as the
absolute owner of such Note for the purpose of receiving payment of principal of
and interest on such Notes and for all other purposes, and none of the Trustee,
any Agent or the Company shall be affected by notice to the contrary.

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

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

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

                           (ix)     Notwithstanding anything contained herein to
the contrary, neither the Trustee nor the Registrar shall be responsible for
ascertaining whether any purchase or transfer complies with the registration
provisions of or exemptions from the Securities Act or other state, federal
securities laws that may be applicable; provided, however, that if a certificate
is specifically required by the express terms of this Section 2.06 to be
delivered to a Trustee by a purchaser or required by the express terms of this
Section 2.06 to be delivered to a Trustee by a purchaser or transferee of a
Note, the Trustee shall be under a duty to receive and examine the same to
determine whether it confirms on its face to the requirements of this Section
2.06 and shall promptly notify the party delivering the same if such transfer
does not comply with such terms.

SECTION 2.07.          REPLACEMENT NOTES.

                  If any mutilated Note is surrendered to the Trustee or the
Company and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon receipt of an Authentication Order, shall authenticate a replacement Note
if the Trustee's requirements are met. If required by the Trustee or the
Company, an indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee and the Company to protect the Company, the

                                       40

<PAGE>

Trustee, any Agent and any authenticating agent from any loss that any of them
may suffer if a Note is replaced. The Company may charge for its expenses in
replacing a Note.

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

SECTION 2.08.          OUTSTANDING NOTES.

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

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

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

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

SECTION 2.09.          TREASURY NOTES.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company, 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 that a Responsible Officer of the
Trustee knows are so owned shall be so disregarded.

SECTION 2.10.          TEMPORARY NOTES.

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

                                       41

<PAGE>

the Company shall prepare and the Trustee shall authenticate definitive Notes in
exchange for temporary Notes.

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

SECTION 2.11.          CANCELLATION.

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

SECTION 2.12.          DEFAULTED INTEREST.

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

SECTION 2.13.          CUSIP NUMBERS.

                  The Company in issuing the 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 the
omission of such numbers. The Company will promptly notify the Trustee of any
change in the CUSIP numbers.

                                       42

<PAGE>

                                  ARTICLE III

                            REDEMPTION AND PREPAYMENT

SECTION 3.01.          NOTICES TO NOTE TRUSTEE.

                  If the Company elects to redeem Notes pursuant to the
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 45 days (unless a later date is agreed to by the Trustee at its option)
but not more than 60 days before a redemption date, an Officer's Certificate
setting forth (i) the clause of this Indenture pursuant to which the redemption
shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed, (iv) the redemption price and (v) the CUSIP numbers of the Notes to be
redeemed.

SECTION 3.02.          SELECTION OF NOTES TO BE REDEEMED.

                  If less than all of the Notes are to be redeemed or purchased
in an offer to purchase at any time, the Trustee shall select the Notes to be
redeemed or purchased among the Holders of the Notes in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot
or in accordance with any other method the Trustee considers fair and
appropriate (subject in any case to the Applicable Procedures of the Depository,
with respect to any Global Notes). In the event of partial redemption by lot,
the particular Notes to be redeemed shall be selected, unless otherwise provided
herein (or as otherwise provided in the Applicable Procedures, if applicable),
not less than 30 nor more than 60 days prior to the redemption date by the
Trustee from the outstanding Notes not previously called for redemption.

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

SECTION 3.03.          NOTICE OF REDEMPTION.

                  Subject to the provisions of Section 3.09 hereof, at least 30
days but not more than 60 days before a redemption date, the Company shall mail
or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date if
the notice is issued in connection with a defeasance of the Notes pursuant to
Article VIII hereof or a satisfaction and discharge of this Indenture pursuant
to Article XI.

                                       43

<PAGE>

                  The notice shall identify the Notes to be redeemed, including
the CUSIP numbers, and shall state:

                  (a)      the redemption date;

                  (b)      as applicable, the redemption price pursuant to
Section 3.07(c) or (d), as the case may be, or if the redemption is made
pursuant to Section 3.07(b) a calculation of the redemption price;

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

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

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

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

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

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

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days, or such shorter
period allowed by the Trustee, prior to the redemption date, an Officer's
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in this Section 3.03.

SECTION 3.04.          EFFECT OF NOTICE OF REDEMPTION.

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

SECTION 3.05.          DEPOSIT OF REDEMPTION PRICE.

                  One Business Day prior to the redemption date, the Company
shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the

                                       44

<PAGE>

Paying Agent shall promptly return to the Company any money deposited with the
Trustee or the Paying Agent by the Company in excess of the amounts necessary to
pay the redemption price of, and accrued interest on, all Notes to be redeemed.

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

SECTION 3.06.          NOTES REDEEMED IN PART.

                  Upon surrender of a Note that is redeemed in part, the Company
shall issue and, upon the Company's written request, 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 3.07.          OPTIONAL REDEMPTION.

                  (a)      The Notes will be subject to redemption at any time
at the option of the Company, in whole or in part, upon not less than 30 nor
more than 60 days' notice to Holders.

                  (b)      Prior to March 15, 2008, the Notes will be redeemable
at a redemption price equal to 100% of the principal amount thereof plus the
applicable Make Whole Premium, plus, to the extent not included in the Make
Whole Premium, accrued and unpaid interest and Liquidated Damages, if any, to
the date of redemption. For purposes of the foregoing, "MAKE WHOLE PREMIUM"
means, with respect to a Note, an amount equal to the excess of (1) the present
value of the remaining interest, premium, if any, and principal payments due on
such Note as if such Note were redeemed on March 15, 2008, computed using a
discount rate equal to the Treasury Rate plus 50 basis points, over (2) the
outstanding principal amount of such Note.

                  (c)      On or after March 15, 2008, the Notes will be
redeemable at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest thereon and Liquidated
Damages, if any, thereon to the applicable redemption date, if redeemed during
the twelve-month period beginning on March 15 of the years indicated below:

                                       45

<PAGE>

<TABLE>
<CAPTION>
Year                                                      Percentage
<C>                                                       <C>
2008...............................................        103.438%
2009...............................................        102.292%
2010...............................................        101.146%
2011 and thereafter................................        100.000%
</TABLE>

                  (d)      Notwithstanding the provisions of clauses (a), (b)
and (c) of this Section 3.07, during the first 36 months after the date hereof,
the Company may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes issued under this Indenture at a redemption price of
106.875% of the principal amount thereof, plus accrued and unpaid interest
thereon and Liquidated Damages, if any, to the redemption date, with the net
cash proceeds of one or more Equity Offerings; provided that at least 65% of the
aggregate principal amount of Notes issued remain outstanding immediately after
the occurrence of such redemption (excluding Notes held by the Company and its
Subsidiaries); and provided, further, that such redemption shall occur within
120 days of the date of the closing of such Equity Offering.

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

SECTION 3.08.          MANDATORY REDEMPTION.

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

SECTION 3.09.          OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

                  In the event that, pursuant to Section 4.10 hereof, the
Company shall be required to commence an offer to all Holders to purchase Notes
(an "ASSET SALE OFFER"), it shall follow the procedures specified below.

                  The Asset Sale Offer shall remain open for a period of 20
Business Days following its commencement and no longer, except to the extent
that a longer period is required by applicable law (the "OFFER PERIOD"). No
later than five Business Days after the termination of the Offer Period (the
"PURCHASE DATE"), the Company shall purchase the principal amount of Notes
required to be purchased pursuant to Section 4.10 hereof (the "OFFER AMOUNT")
or, if less than the Offer Amount has been tendered, all Notes tendered in
response to the Asset Sale Offer. Payment for any Notes so purchased shall be
made in the same manner as interest payments are made.

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

                                       46

<PAGE>

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

                           (i)      that the Asset Sale Offer is being made
pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the
Asset Sale Offer shall remain open;

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

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

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

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

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

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

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

                                       47

<PAGE>

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

                  On or before the Purchase Date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount of Notes or portions thereof tendered pursuant to the Asset
Sale Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and shall deliver to the Trustee an Officer's Certificate stating that
such Notes or portions thereof were accepted for payment by the Company in
accordance with the terms of this Section 3.09. The Company, the Depositary or
the Paying Agent, as the case may be, shall promptly (but in any case not later
than five days after the Purchase Date) mail or deliver to each tendering Holder
an amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, and the Company shall promptly issue a new
Note, and the Trustee, upon written request from the Company shall authenticate
and mail or deliver such new Note to such Holder, in a principal amount equal to
any unpurchased portion of the Note surrendered. Any Note not so accepted shall
be promptly mailed or delivered by the Company to the Holder thereof. The
Company shall publicly announce the results of the Asset Sale Offer on the
Purchase Date.

                  Other than as specifically provided in this Section 3.09, any
purchase pursuant to this Section 3.09 shall be made pursuant to the provisions
of Sections 3.01 through 3.06 hereof.

                                   ARTICLE IV

                                    COVENANTS

SECTION 4.01.          PAYMENT OF NOTES.

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

                  The Company or a Subsidiary Guarantor shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal at the rate equal to the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including postpetition
interest in any proceeding under any Bankruptcy

                                       48

<PAGE>

Law) on overdue installments of interest and Liquidated Damages (without regard
to any applicable grace period) at the same rate to the extent lawful.

                  Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

SECTION 4.02.          MAINTENANCE OF OFFICE OR AGENCY.

                  The Company shall maintain in the Borough of Manhattan, the
City of New York, an office or agency (which may be an office of the Trustee or
an affiliate of the Trustee, Registrar or co-Registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

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

                  The Company hereby designates the office of the Trustee
located at 100 Wall Street, Suite 1600, New York, New York 10005 as one such
office or agency of the Company in accordance with Section 2.03.

SECTION 4.03.          REPORTS.

                  (a)      Whether or not required by the rules and regulations
of the SEC, so long as any Notes are outstanding, the Company shall furnish to
the Holders of Notes (i) 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) and, with respect to the annual
information only, a report

                                       49

<PAGE>

thereon by the Company's certified independent accountants and (ii) 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. In addition, 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 will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. The Company shall at
all times comply with TIA Section 314(a).

                  (b)      For so long as any Notes remain outstanding, the
Company and the Subsidiary Guarantors shall furnish to the Holders and to
securities analysts and prospective investors, upon their request, the
information, if any, required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act.

SECTION 4.04.          COMPLIANCE CERTIFICATE.

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

                  (b)      So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 4.03(a) above shall
be accompanied by a written statement of the Company's independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements,
nothing has come to their attention that would lead them to believe that the
Company has violated any provisions of Article IV or Article V hereof or, if any
such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly to any Person for any failure to obtain knowledge of any such
violation.

                                       50

<PAGE>

                  (c)      The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, as soon as possible, but in no event later
than five days after any Officer becoming aware of (i) any Default or Event of
Default, an Officer's Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto;
and (ii) any Registration Default, an Officer's Certificate specifying such
Registration Default, the date thereof and the action the Company is taking or
proposing to take in respect thereof.

SECTION 4.05.          TAXES.

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

SECTION 4.06.          STAY, EXTENSION AND USURY LAWS.

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

SECTION 4.07.          RESTRICTED PAYMENTS.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any
dividend or make any other payment or distribution on account of the Company's
or any of its Restricted Subsidiaries' Equity Interests (including, without
limitation, any payment in connection with any merger or consolidation involving
the Company or any of its Restricted Subsidiaries) or to the direct or indirect
holders of the Company's or any of its Restricted Subsidiaries' Equity Interests
in their capacity as such (other than dividends or distributions payable in
Equity Interests (other than Disqualified Stock) of the Company); (ii) purchase,
redeem or otherwise acquire or retire for value (including, without limitation,
in connection with any merger or consolidation involving the Company) any Equity
Interests of the Company or any direct or indirect parent of the Company; (iii)
make any payment on or with respect to, or purchase, redeem, defease or
otherwise acquire or retire for value any Indebtedness that is subordinated to
the Notes or any Subsidiary Guarantee, except a payment of interest or principal
at Stated Maturity or Indebtedness permitted under clause (vii) of Section 4.09
hereof or (iv) make any Restricted Investment (all such payments and other
actions set forth in clauses (i) through

                                       51

<PAGE>

(iv) above being collectively referred to as "RESTRICTED PAYMENTS"), unless, at
the time of and after giving effect to such Restricted Payment:

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

                  (b)      the Company would, at the time of such Restricted
Payment and after giving pro forma effect thereto as if such Restricted Payment
had been made at the beginning of the applicable four-quarter period, have been
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in Section 4.09 hereof; and

                  (c)      such Restricted Payment, together with the aggregate
amount of all other Restricted Payments made by the Company and its Subsidiaries
after the date of the May 1998 Senior Note Indenture (excluding Restricted
Payments permitted by clauses (ii), (iii), (iv), (v), (ix), (x) and (xi) of the
next succeeding paragraph), is less than the sum, without duplication, of (i)
50% of the Consolidated Net Income of the Company for the period (taken as one
accounting period) from the beginning of the first fiscal quarter commencing
after the date of the May 1998 Senior Note Indenture to the end of the Company's
most recently ended fiscal quarter for which internal financial statements are
available at the time of such Restricted Payment (or, if such Consolidated Net
Income for such period is a deficit, less 100% of such deficit), plus (ii) 100%
of the aggregate net cash proceeds received by the Company (including the fair
market value of any Permitted Business or assets used or useful in a Permitted
Business to the extent acquired in consideration of Equity Interests (other than
Disqualified Stock) of the Company) since the date of the May 1998 Senior Note
Indenture as a contribution to its common equity capital or from the issue or
sale of Equity Interests of the Company (other than Disqualified Stock and other
than sales to a Subsidiary of the Company) or from the issue or sale of
convertible or exchangeable Disqualified Stock or convertible or exchangeable
debt securities of the Company that have been converted into or exchanged for
such Equity Interests (other than Disqualified Stock or debt securities sold to
a Subsidiary of the Company), plus (iii) to the extent that any Restricted
Investment that reduced the amount available for Restricted Payments under this
clause (c) is sold for cash or otherwise liquidated or repaid for cash or any
dividend or payment is received by the Company or a Restricted Subsidiary after
the date of the date of the May 1998 Senior Note Indenture in respect of such
Investment, 100% of the amount of Net Proceeds or dividends or payments
(including the fair market value of property) received in connection therewith,
up to the amount of the Restricted Investment that reduced this clause (c), as
the case may be, and thereafter 50% of the amount of Net Proceeds or dividends
or payments (including the fair market value of property) received in connection
therewith (except that the amount of dividends or payments received in respect
of payments of Obligations in respect of such Investments, such as taxes, shall
not increase the amounts under this clause (c)), plus (iv) to the extent that
any Unrestricted Subsidiary of the Company is redesignated as a Restricted
Subsidiary after the date hereof, 100% of the fair market value of the Company's
Investment in such Subsidiary as of the date of such redesignation up to the
amount of the Restricted Investments made in

                                       52

<PAGE>

such Subsidiary that reduced this clause (c) and 50% of the excess of the fair
market value of the Company's Investment in such Subsidiary as of the date of
such redesignation over (1) the amount of the Restricted Investment that reduced
this clause (c) and (2) any amounts that increased the amount available as a
Permitted Investment; provided, further, that any amounts that increase this
clause (c) shall not duplicatively increase amounts available as Permitted
Investments.

                  The foregoing provisions will not prohibit:

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

                           (ii)     the redemption, repurchase, retirement,
         defeasance or other acquisition of any subordinated Indebtedness or
         Equity Interests of the Company in exchange for, or out of the net
         cash proceeds of the substantially concurrent sale (other than to a
         Restricted Subsidiary of the Company) of, other Equity Interests of
         the Company (other than any Disqualified Stock); provided that the
         amount of any such net cash proceeds that are utilized for any such
         redemption, repurchase, retirement, defeasance or other acquisition
         shall be excluded from clause (c)(ii) of the preceding paragraph;

                           (iii)    the defeasance, redemption, repurchase or
         other acquisition of subordinated Indebtedness with the net cash
         proceeds from an incurrence of Permitted Refinancing Indebtedness;

                           (iv)     dividends or distributions by a Restricted
         Subsidiary of the Company so long as, in the case of any dividend or
         distribution payable on or in respect of any class or series of
         securities issued by a Restricted Subsidiary, the Company or a
         Restricted Subsidiary receives at least its pro rata share of such
         dividend or distribution in accordance with its Equity Interests in
         such class or series of securities;

                           (v)      Investments in Unrestricted Subsidiaries
         having an aggregate fair market value not to exceed the amount, at
         the time of such Investment, substantially concurrently contributed
         in cash or Cash Equivalents to the common equity capital of the
         Company after the date hereof; provided that any such amount
         contributed shall be excluded from the calculation made pursuant to
         clause (c) above;

                           (vi)     the payment of dividends on the Company's
         Common Stock in an amount which, when combined with all such
         dividends, does not exceed $35.0 million in the aggregate in any
         calendar year;

                           (vii)    the repurchase, redemption or other
         acquisition or retirement for value of any Equity Interests of the
         Company or any Restricted

                                       53

<PAGE>

         Subsidiary of the Company held by any present or former employee or
         director of the Company (or any of its Restricted Subsidiaries)
         pursuant to any management equity subscription agreement or stock
         option agreement or any other management or employee benefit plan in
         effect as of the date hereof; provided that (A) the aggregate price
         paid for all such repurchased, redeemed, acquired or retired Equity
         Interests shall not exceed $5.0 million in any twelve-month period
         (with unused amounts in any calendar year being carried over to
         succeeding calendar years subject to a maximum (without giving effect
         to the following proviso) of $10.0 million in any calendar year);
         provided further that such amount in any calendar year may be
         increased by an amount not to exceed (x) the cash proceeds from the
         sale of Equity Interests of the Company or a Restricted Subsidiary to
         members of management and directors of the Company and its
         Subsidiaries that occurs after the date hereof, plus (y) the cash
         proceeds of key- man life insurance policies received by the Company
         and its Restricted Subsidiaries after the date hereof, less (z) the
         amount of any Restricted Payments previously made pursuant to clauses
         (x) and (y) of this subparagraph (vii) and, provided further, that
         cancellation of Indebtedness owing to the Company from members of
         management of the Company or any of its Restricted Subsidiaries in
         connection with a repurchase of Equity Interests of the Company or a
         Restricted Subsidiary will not be deemed to constitute a Restricted
         Payment for purposes of this covenant or any other provision of this
         Indenture and (B) no Default or Event of Default shall have occurred
         and be continuing immediately after such transaction;

                           (viii)   repurchases of Equity Interests deemed to
         occur upon exercise of stock options if such Equity Interests
         represent a portion of the exercise price of such options;

                           (ix)     the repurchase, redemption or other
         acquisition or retirement for value of the Senior Subordinated Notes;

                           (x)      the repurchase, redemption or other

         acquisition or retirement for value of the 5% Subordinated Note; and

                           (xi)     other Restricted Payments not otherwise
         prohibited by this Section 4.07 in an aggregate amount not to exceed
         $25.0 million under this clause (xi).

                  As of the date hereof, all of the Company's Subsidiaries,
other than the Specified Subsidiaries, are Restricted Subsidiaries. The Board of
Directors may designate any Restricted Subsidiary to be an Unrestricted
Subsidiary if such designation would not cause a Default. For purposes of making
such determination, all outstanding Investments by the Company and its
Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary
so designated shall be deemed to be Restricted Payments at the time of such
designation and will reduce the amount available for Restricted Payments under
the first paragraph of this Section 4.07. All such outstanding Investments shall
be

                                       54

<PAGE>

deemed to constitute Investments in an amount equal to the fair market value of
such Investments at the time of such designation. Such designation will only be
permitted if such Restricted Payment would be permitted at such time and if such
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.

                  If, at any time, any Unrestricted Subsidiary would fail to
meet the requirements in the definition of "UNRESTRICTED SUBSIDIARY" as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date (and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company shall be in
default of such covenant). The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (i) such
Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period, and (ii) no Default or Event of Default would be in existence
following such designation.

                  The amount of all Restricted Payments (other than cash) shall
be the fair market value on the date of the Restricted Payment of the asset(s)
or securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any noncash Restricted Payment or any adjustment made
pursuant to paragraph (c) of this Section 4.07 shall be determined by the Board
of Directors whose resolution with respect thereto shall be delivered to the
Trustee, such determination to be based upon an opinion or appraisal issued by
an accounting, appraisal or investment banking firm of national standing if such
fair market value exceeds $25.0 million. Not later than the date of making any
Restricted Payment, the Company shall deliver to the Trustee an Officer's
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this Section 4.07 were
computed.

                  If any Restricted Investment is sold or otherwise liquidated
or repaid or any dividend or payment is received by the Company or a Restricted
Subsidiary and such amounts may be credited to clause (c) above, then such
amounts will be credited only to the extent of amounts not otherwise included in
Consolidated Net Income and that do not otherwise increase the amount available
as a Permitted Investment.

SECTION 4.08.          DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
                       RESTRICTED SUBSIDIARIES.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary that is not a Subsidiary Guarantor to
(i)(a) pay dividends or make any other

                                       55

<PAGE>

distributions to the Company or any of its Restricted Subsidiaries (1) on its
Capital Stock or (2) with respect to any other interest or participation in, or
measured by, its profits, or (b) pay any indebtedness owed to the Company or any
of its Restricted Subsidiaries, (ii) make loans or advances to the Company or
any of its Restricted Subsidiaries or (iii) transfer any of its properties or
assets to the Company or any of its Restricted Subsidiaries. However, the
foregoing restrictions will not apply to encumbrances or restrictions existing
under or by reason of (a) Existing Indebtedness as in effect on the date hereof,
(b) the Credit Agreement, (c) this Indenture, the Notes and the Subsidiary
Guarantees, (d) applicable law or any applicable rule, regulation or order, (e)
any instrument governing Indebtedness or Capital Stock of a Person acquired by
the Company or any of its Restricted Subsidiaries as in effect at the time of
such acquisition (except to the extent such Indebtedness was incurred in
connection with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person, or the property or assets of the Person, so
acquired, provided that, in the case of Indebtedness, such Indebtedness was
permitted by the terms of this Indenture to be incurred, (f) customary
non-assignment provisions in leases and other agreements entered into in the
ordinary course of business and consistent with past practices, (g) purchase
money obligations for property acquired in the ordinary course of business that
impose restrictions of the nature described in clause (iii) above on the
property so acquired, (h) any agreement for the sale of a Restricted Subsidiary
that restricts distributions by that Restricted Subsidiary pending its sale, (i)
Permitted Refinancing Indebtedness, provided that the restrictions contained in
the agreements governing such Permitted Refinancing Indebtedness are no more
restrictive, taken as a whole, than those contained in the agreements governing
the Indebtedness being refinanced, (j) secured Indebtedness otherwise permitted
to be incurred pursuant to the provisions of Section 4.12 hereof that limits the
right of the debtor to dispose of the assets securing such Indebtedness, (k)
provisions with respect to the disposition or distribution of assets or property
in joint venture agreements and other similar agreements entered into in the
ordinary course of business, (l) restrictions on cash or other deposits or net
worth imposed by customers or lessors under contracts or leases entered into in
the ordinary course of business and (m) any encumbrances or restrictions imposed
by any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings of the contracts,
instruments or obligations referred to in clauses (a) through (l) above,
provided that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings are, in the good faith
judgment of the Company's Board of Directors, not materially more restrictive in
the aggregate with respect to such dividend and other payment restrictions than
those (considered as a whole) contained in the dividend or other payment
restrictions prior to such amendment, modification, restatement, renewal,
increase, supplement, refunding, replacement or refinancing.

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SECTION 4.09.          INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED
                       STOCK.

                  The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "INCUR" ) any Indebtedness (including Acquired
Debt) and the Company shall not issue any Disqualified Stock and shall not
permit any of its Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company may incur Indebtedness (including Acquired Debt) or
issue shares of Disqualified Stock and the Company's Restricted Subsidiaries may
incur Indebtedness or issue Disqualified Stock or preferred stock if the Fixed
Charge Coverage Ratio for the Company's most recently ended four full fiscal
quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such
Disqualified Stock or preferred stock is issued would have been at least 2.0 to
1.0, determined on a pro forma basis (including a pro forma application of the
net proceeds therefrom), as if the additional Indebtedness had been incurred, or
the Disqualified Stock or preferred stock had been issued, as the case may be,
at the beginning of such four-quarter period.

                  The provisions of the first paragraph of this Section 4.09
will not prohibit the incurrence of any of the following items of Indebtedness
(collectively, "PERMITTED DEBT"):

                           (i)      the incurrence by the Company of additional
         Indebtedness under any Credit Facilities (and the Guarantee thereof
         by the Subsidiary Guarantors); provided that the aggregate principal
         amount of all Indebtedness outstanding under this clause (i) after
         giving effect to such incurrence does not exceed an amount equal to
         $1,050.0 million;

                           (ii)     the incurrence by the Company and its

         Restricted Subsidiaries of the Existing Indebtedness;

                           (iii)    the incurrence by the Company and the
         Subsidiary Guarantors of Indebtedness represented by the notes issued
         pursuant to this offering, and any Exchange Notes issued in respect
         of notes outstanding under the indenture;

                           (iv)     (A) the Guarantee by the Company or any of
         the Subsidiary Guarantors of Indebtedness of the Company or a
         Restricted Subsidiary of the Company or (B) the incurrence of
         Indebtedness of a Restricted Subsidiary to the extent that such
         Indebtedness is supported by a letter of credit, in each case that
         was permitted to be incurred by another provision of this covenant;

                           (v)      the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness (including Capital Lease
         Obligations) to finance the acquisition (including by direct
         purchase, by lease or indirectly by the acquisition of the Capital
         Stock of a Person that becomes a Restricted Subsidiary as a result

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         of such acquisition) or improvement of property (real or personal) in
         an aggregate principal amount which, when aggregated with the
         principal amount of all other Indebtedness then outstanding pursuant
         to this clause (v) and including all Permitted Refinancing
         Indebtedness incurred to refund, refinance or replace any
         Indebtedness incurred pursuant to this clause (v), does not exceed an
         amount equal to 5% of Total Assets at the time of such incurrence;

                           (vi)     the incurrence by the Company or any of its
         Restricted Subsidiaries of Permitted Refinancing Indebtedness in
         exchange for, or the net proceeds of which are used to refund,
         refinance or replace Indebtedness (other than intercompany
         Indebtedness) that was permitted by this Indenture to be incurred
         under the first paragraph hereof or clauses (ii), (iii) or (vi) of
         this paragraph;

                           (vii)    the incurrence by the Company or any of its
         Restricted Subsidiaries of intercompany Indebtedness between or among
         the Company and any of its Restricted Subsidiaries; provided,
         however, that (i) if the Company is the obligor on such Indebtedness,
         such Indebtedness is expressly subordinated to the prior payment in
         full in cash of all Obligations with respect to the Notes and (ii)(A)
         any subsequent issuance or transfer of Equity Interests that results
         in any such Indebtedness being held by a Person other than the
         Company or a Restricted Subsidiary thereof and (B) any sale or other
         transfer of any such Indebtedness to a Person that is not either the
         Company or a Restricted Subsidiary thereof shall be deemed, in each
         case, to constitute an incurrence of such Indebtedness by the Company
         or such Restricted Subsidiary, as the case may be, that was not
         permitted by this clause (vii);

                           (viii)   the incurrence by the Company or any of its
         Restricted Subsidiaries of Hedging Obligations that are incurred in
         the ordinary course of business for the purpose of risk management
         and not for the purpose of speculation;

                           (ix)     the incurrence by the Company's Unrestricted
         Subsidiaries of Non-Recourse Debt, provided, however, that if any
         such Indebtedness ceases to be Non-Recourse Debt of an Unrestricted
         Subsidiary, such event shall be deemed to constitute an incurrence of
         Indebtedness by a Restricted Subsidiary of the Company that was not
         permitted by this clause (ix), and the issuance of preferred stock by
         Unrestricted Subsidiaries;

                           (x)      the incurrence of Indebtedness solely in
         respect of performance, surety and similar bonds and letters of
         credit or completion or performance guarantees (including, without
         limitation, performance guarantees pursuant to coal supply agreements
         or equipment leases), to the extent that such incurrence does not
         result in the incurrence of any obligation for the payment of
         borrowed money to others;

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                           (xi)     the incurrence of Indebtedness arising from
         agreements of the Company or a Restricted Subsidiary providing for
         indemnification, adjustment of purchase price or similar obligations,
         in each case, incurred or assumed in connection with the disposition
         of any business, assets or a Subsidiary; provided, however that (i)
         such Indebtedness is not reflected on the balance sheet of the
         Company or any Restricted Subsidiary (contingent obligations referred
         to in a footnote to financial statements and not otherwise reflected
         on the balance sheet will not be deemed to be reflected on such
         balance sheet for purposes of this clause (i)) and (ii) the maximum
         assumable liability in respect of all such Indebtedness shall at no
         time exceed the gross proceeds including noncash proceeds (the fair
         market value of such noncash proceeds being measured at the time
         received and without giving effect to any subsequent changes in
         value) actually received by the Company and its Restricted
         Subsidiaries in connection with such disposition; and

                           (xii)    the incurrence by the Company or any of its
         Restricted Subsidiaries of additional Indebtedness in an aggregate
         principal amount (or accreted value, as applicable) at any time
         outstanding, including all Permitted Refinancing Indebtedness
         incurred to refund, refinance or replace any Indebtedness incurred
         pursuant to this clause (xii), not to exceed $350.0 million.

                  The Company shall not incur, and shall not permit its
Restricted Subsidiaries to incur, any Indebtedness (including Permitted Debt)
that is contractually subordinated in right of payment to any other Indebtedness
of the Company or such Restricted Subsidiary unless such Indebtedness is also
contractually subordinated in right of payment to the Notes, or the Subsidiary
Guarantees, as the case may be, on substantially identical terms; provided,
however, that no Indebtedness of the Company or any Restricted Subsidiary shall
be deemed to be contractually subordinated in right of payment to any other
Indebtedness of the Company or any Restricted Subsidiary solely by virtue of
being unsecured.

                  For purposes of determining compliance with this Section 4.09,
in the event that an item of proposed Indebtedness, including Acquired Debt,
meets the criteria of more than one of the categories of Permitted Debt
described in clauses (i) through (xii) above or is entitled to be incurred
pursuant to the first paragraph of this Section 4.09, the Company shall, in its
sole discretion, classify or reclassify such item of Indebtedness in any manner
that complies with this Section 4.09. For the purposes of determining compliance
with any dollar-denominated restriction on the incurrence of Indebtedness
denominated in a foreign currency, the dollar-equivalent principal amount of
such Indebtedness incurred pursuant thereto shall be calculated based on the
relevant currency exchange rate in effect on the date that such Indebtedness was
incurred. Accrual of interest, accretion or amortization of original issue
discount, the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, and the payment of dividends on Disqualified
Stock in the form of additional shares of the same class of Disqualified Stock
will not be deemed to be an incurrence of Indebtedness or an

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<PAGE>

issuance of Disqualified Stock for purposes of this Section 4.09; provided, in
each such case, that the amount thereof is included in Fixed Charges of the
Company as accrued.

SECTION 4.10.          ASSET SALES.

                  The Company will not, and will not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or
the Restricted Subsidiary, as the case may be) receives consideration at the
time of such Asset Sale at least equal to the fair market value as determined in
good faith by the Company of the assets or Equity Interests issued or sold or
otherwise disposed of and (ii) at least 75% of the consideration therefore
received by the Company or such Subsidiary is in the form of cash, Cash
Equivalents or Marketable Securities; provided that the following amounts shall
be deemed to be cash: (w) any liabilities (as shown on the Company's or such
Restricted Subsidiary's most recent balance sheet), of the Company or any
Restricted Subsidiary (other than contingent liabilities and liabilities that
are by their terms subordinated to the Notes or any guarantee thereof) that are
assumed by the transferee of any such assets pursuant to a customary novation
agreement that releases the Company or such Restricted Subsidiary from further
liability, (x) any securities, notes or other obligations received by the
Company or any such Restricted Subsidiary from such transferee that are
converted by the Company or such Restricted Subsidiary into cash within 180 days
following the closing of such Asset Sale (to the extent of the cash received),
(y) any Designated Noncash Consideration received by the Company or any of its
Restricted Subsidiaries in such Asset Sale; provided that the aggregate fair
market value (as determined above) of such Designated Noncash Consideration,
taken together with the fair market value at the time of receipt of all other
Designated Noncash Consideration received pursuant to this clause (y) less the
amount of Net Proceeds previously realized in cash from prior Designated Noncash
Consideration is less than 10% of Total Assets at the time of the receipt of
such Designated Noncash Consideration (with the fair market value of each item
of Designated Noncash Consideration being measured at the time received and
without giving effect to subsequent changes in value) and (z) Additional Assets
received in an exchange of assets transaction.

                  Within 360 days after the receipt of any cash Net Proceeds
from an Asset Sale, the Company or such Restricted Subsidiary, at its option,
may apply such cash Net Proceeds, at its option, (a) to repay Indebtedness of
the Company or any Restricted Subsidiary that is not subordinated in right of
payment to Indebtedness under a Credit Facility, (b) to the acquisition of a
majority of the assets of, or a majority of the Voting Stock of, another
Permitted Business, the making of a capital expenditure or the acquisition of
other assets or Investments that are used or useful in a Permitted Business or
(c) to apply the cash Net Proceeds from such Asset Sale to an Investment in
Additional Assets. Any cash Net Proceeds from Asset Sales that are not applied
or invested as provided in the first sentence of this paragraph will be deemed
to constitute "EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds
exceeds $20.0 million, the Company will be required to make an offer to all
Holders of Notes and all holders of other Indebtedness that ranks equally with
the Notes containing provisions similar to those set forth herein with respect
to offers to purchase or redeem with the proceeds of

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<PAGE>

sales of assets (an "ASSET SALE OFFER") to purchase the maximum principal amount
of Notes and such other Indebtedness that may be purchased out of the Excess
Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest thereon and Liquidated Damages
thereon, if any, to the date of purchase, in accordance with the procedures set
forth herein and such other Indebtedness. To the extent that any Excess Proceeds
remain after consummation of an Asset Sale Offer, the Company may use such
Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If
the aggregate principal amount of Notes and such other Indebtedness tendered
into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes and such other Indebtedness
to be purchased on a pro rata basis. Upon completion of such offer to purchase,
the amount of Excess Proceeds shall be reset at zero.

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

SECTION 4.11.          TRANSACTIONS WITH AFFILIATES.

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

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

                           (ii)     the Company delivers to the Trustee:

                           (a)      with respect to any Affiliate Transaction or
                                    series of related Affiliate Transactions
                                    involving aggregate consideration in excess
                                    of $15.0 million, a resolution of the Board
                                    of Directors set forth in an Officer's
                                    Certificate certifying that such Affiliate
                                    Transaction complies with clause (i) above
                                    and that such Affiliate Transaction has been
                                    approved by a majority of the disinterested
                                    members of the Board of Directors; and

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<PAGE>

                           (b)      with respect to any Affiliate Transaction or
                                    series of related Affiliate Transactions
                                    involving aggregate consideration in excess
                                    of $25.0 million, an opinion as to the
                                    fairness to the Holders of such Affiliate
                                    Transaction from a financial point of view
                                    issued by an accounting, appraisal or
                                    investment banking firm of national
                                    standing.

                  Notwithstanding the foregoing, the following items shall not
be deemed to be Affiliate Transactions: (i) any employment agreement or other
compensation plan or arrangement for employees entered into by the Company or
any of its Restricted Subsidiaries in the ordinary course of business and
consistent with the past practice of the Company or such Restricted Subsidiary;
(ii) transactions between or among the Company and/or its Restricted
Subsidiaries, (iii) payment of reasonable fees to officers, directors, employees
or consultants of the Company; (iv) Restricted Payments that are permitted by,
and Investments that are not prohibited by, Section 4.07 hereof; (v)
indemnification payments made to officers, directors and employees of the
Company or any Restricted Subsidiary pursuant to charter, bylaw, statutory or
contractual provisions; (vi) the payment of customary annual management,
consulting and advisory fees and related expenses to Lehman Merchant Bank and
its Affiliates; (vii) payments by the Company or any of its Restricted
Subsidiaries to Lehman Merchant Bank and its Affiliates made for any financial
advisory, financing, underwriting or placement services or in respect of other
investment banking activities, including, without limitation, in connection with
acquisitions or divestitures which payments are approved by a majority of the
Board of Directors of the Company in good faith; (viii) the existence of, or the
performance by the Company or any of its Restricted Subsidiaries of its
obligations under the terms of, any stockholders' agreement (including any
registration rights agreement or purchase agreement related thereto) to which it
is a party as of the date hereof and any similar agreements which it may enter
into thereafter; provided, however, that the existence of, or the performance by
the Company or any of its Restricted Subsidiaries of obligations under any
future amendment to any such existing agreement or under any similar agreement
entered into after the date hereof shall only be permitted by this clause (viii)
to the extent that the terms of any such amendment or new agreement are not
otherwise disadvantageous to the Holders in any material respect; (ix)
transactions with Unrestricted Subsidiaries, customers, clients, suppliers,
joint venture partners or purchasers or sellers of goods or services, in each
case in the ordinary course of business (including, without limitation, pursuant
to joint venture agreements) and otherwise in compliance with the terms of this
Indenture which are, in the aggregate (taking into account all the costs and
benefits associated with such transactions), materially no less favorable to the
Company or its Restricted Subsidiaries than those that would have been obtained
in a comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person, in the reasonable determination of the Board of Directors of
the Company or the senior management thereof, or are on terms at least as
favorable as might reasonably have been obtained at such time from an
unaffiliated party; (x) guarantees of performance by the Company and its
Restricted Subsidiaries of Unrestricted Subsidiaries in the ordinary course of
business, except for guarantees of Obligations in respect of

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<PAGE>

borrowed money; and (xi) pledges of Equity Interests of Unrestricted
Subsidiaries for the benefit of lenders of Unrestricted Subsidiaries.

SECTION 4.12.          LIENS.

                  The Company will not and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or otherwise
cause or suffer to exist or become effective with respect to any Indebtedness
any Lien of any kind (other than Permitted Liens) upon any of their property or
assets, now owned or hereafter acquired, unless all payments due under this
Indenture and the notes are secured on an equal and ratable basis (or, if the
Lien secured Indebtedness subordinated to the Notes or the Subsidiary
Guarantees, then senior to the obligations so secured) with the obligations so
secured until such time as such obligations are no longer secured by a Lien.

SECTION 4.13.          BUSINESS ACTIVITIES.

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

SECTION 4.14.          CORPORATE EXISTENCE.

                  Subject to Article 5 hereof, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and effect (i)
its corporate existence, and the corporate, partnership or other existence of
each of its Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Subsidiary and (ii) the rights (charter and statutory), licenses and
franchises of the Company and its Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its Subsidiaries, if
the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes.

SECTION 4.15.          OFFER TO REPURCHASE UPON CHANGE OF CONTROL TRIGGERING
                       EVENT.

                  (a)      Upon the occurrence of a Change of Control Triggering
Event, each Holder of Notes will have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Notes pursuant to the offer described below (the "CHANGE OF
CONTROL OFFER") at an offer price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date of purchase (the "CHANGE OF CONTROL PAYMENT").
Within ten days following any Change of Control Triggering Event, the Company
will mail a notice to each holder describing the transaction or transactions
that constitute the Change of Control Triggering Event and offering to
repurchase notes on the date specified in such notice, which date shall be no
earlier than 30 days and no later

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<PAGE>

than 60 days from the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT
DATE"), pursuant to the procedures required by the indenture and described in
such notice. The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the notes as a result of a Change of Control Triggering Event. To
the extent that the provisions of any securities laws or regulations conflict
with the Change of Control Triggering Event provisions of the indenture, the
Company will comply with the applicable securities laws and regulations and will
not be deemed to have breached its obligations under the Change of Control
Triggering Event provisions of this Indenture by virtue of such conflict.

                  (b)      On the Change of Control Payment Date, the Company
will, to the extent lawful, (1) accept for payment all notes or portions thereof
properly tendered pursuant to the Change of Control Offer, (2) deposit with the
paying agent an amount equal to the Change of Control Payment in respect of all
notes or portions thereof so tendered and (3) deliver or cause to be delivered
to the Trustee the Notes so accepted together with an Officer's Certificate
stating the aggregate principal amount of notes or portions thereof being
purchased by the Company. The Paying Agent will promptly mail to each Holder of
Notes so tendered the Change of Control Payment for such Notes, and the Trustee
will promptly authenticate and mail (or cause to be transferred by book entry)
to each holder a new note equal in principal amount to any unpurchased portion
of the notes surrendered, if any; provided that each such new Note will be in a
principal amount of $1,000 or an integral multiple thereof. Prior to complying
with the provisions of this covenant, but in any event within 90 days following
a Change of Control Triggering Event, the Company will either repay all
outstanding Senior Debt other than the Notes or obtain the requisite consents,
if any, under all agreements governing outstanding Senior Debt other than the
Notes to permit the repurchase of Notes required by this Section 4.15. The
Company will publicly announce the results of the Change of Control Offer on or
as soon as practicable after the Change of Control Payment Date.

                  The Change of Control Triggering Event provisions described
above shall be applicable whether or not any other provisions of this Indenture
are applicable.

                  (c)      Notwithstanding anything to the contrary in this
Section 4.15, the Company will not be required to make a Change of Control Offer
upon a Change of Control Triggering Event if a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth herein applicable to a Change of Control Offer made by
the Company and purchases all Notes validly tendered and not withdrawn under
such Change of Control Offer or if the Company exercises its option to purchase
the Notes.

SECTION 4.16.          ADDITIONAL SUBSIDIARY GUARANTEES.

                  If the Company or any of its Domestic Subsidiaries shall
acquire or create another Domestic Subsidiary after the date hereof and such
Domestic Subsidiary provides a guarantee under the Credit Agreement, then such
newly acquired or created Domestic

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Subsidiary shall execute a supplemental indenture in form and substance
substantially similar to Exhibit F hereto providing that such Domestic
Subsidiary shall become a Subsidiary Guarantor under this Indenture, provided,
however, this Section 4.16 shall not apply to any Domestic Subsidiary that has
been properly designated as an Unrestricted Subsidiary in accordance with this
Indenture for so long as it continues to constitute an Unrestricted Subsidiary.

SECTION 4.17.          PAYMENTS FOR CONSENTS.

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

SECTION 4.18.          COVENANT TERMINATION.

                  Upon the first date upon which the notes have an Investment
Grade Rating from both of the Rating Agencies and no Default or Event of Default
has occurred and is continuing under the indenture (the "INVESTMENT GRADE
DATE"), the Company and its Restricted Subsidiaries will cease to be subject to
the provisions of the indenture described below, which will be deemed to be
terminated as of and from such date, under the following captions:

Section 4.07;
Section 4.08;
Section 4.09;
Section 4.10;
Section 4.11;
Section 4.13; and
Section 4.17;

provided, however, that the provisions of the indenture described below under
the following captions will not be so terminated:

Section 4.03;
Section 4.12;
Section 4.15;
Section 4.16 (except as set forth in that Section); and
Section 5.01 (except as set forth in that Section).

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                                   ARTICLE V

                                   SUCCESSORS

SECTION 5.01.          MERGER, CONSOLIDATION OR SALE OF ASSETS.

                  The Company shall not consolidate or merge with or into
(whether or not the Company is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions, to another
corporation, Person or entity unless (i) the Company is the surviving
corporation or the entity or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made is a corporation organized or existing under the laws of the United States,
any state thereof or the District of Columbia; (ii) the entity or Person formed
by or surviving any such consolidation or merger (if other than the Company) or
the entity or Person to which such sale, assignment, transfer, lease, conveyance
or other disposition shall have been made assumes all the obligations of the
Company under the Registration Rights Agreement, the Notes and this Indenture
pursuant to a supplemental Indenture in a form reasonably satisfactory to the
Trustee; (iii) immediately after such transaction no Default or Event of Default
exists; and (iv) except in the case of a merger of the Company with or into a
Restricted Subsidiary of the Company, immediately after giving pro forma effect
to such transaction, as if such transaction had occurred at the beginning of the
applicable four-quarter period, (A) the entity surviving such consolidation or
merger would be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in the first
paragraph of Section 4.09 or (B) the Fixed Charge Coverage Ratio for the Company
or the entity or Person formed by or surviving any such consolidation or merger
(if other than the Company), or to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made would, immediately after
giving pro forma effect thereto as if such transaction had occurred at the
beginning of the applicable four-quarter period, would be not less than such
Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries
immediately prior to such transaction; provided, however, that this clause (iv)
shall no longer be applicable from and after any Investment Grade Date. The
Company may not, directly or indirectly, lease all or substantially all of its
properties or assets, in one or more related transactions, to any other Person.
The provisions of this Section 5.01 will not be applicable to a sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Company and its Restricted Subsidiaries.

                  Notwithstanding the foregoing clause (iv), (i) any Restricted
Subsidiary may consolidate with, merge into or transfer all or part of its
properties and assets to the Company and (ii) the Company may merge with an
Affiliate that has no significant assets or liabilities and was formed solely
for the purpose of changing the jurisdiction of organization of the Company in
another State of the United States or the form of organization of the Company so
long as the amount of Indebtedness of the Company and its Restricted
Subsidiaries is not increased thereby and provided that the successor

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assumes all the obligations of the Company under the Registration Rights
Agreement, the Notes and this Indenture pursuant to a supplemental indenture in
a form reasonably satisfactory to the Trustee.

SECTION 5.02.          SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of the Company in accordance with Section 5.01 hereof, the successor
corporation formed by such consolidation or into or with which the Company is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to the "COMPANY" shall
refer instead to the successor corporation and not to the Company), and may
exercise every right and power of the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein;
provided, however, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest on the Notes except in the case
of a sale of all of the Company's assets that meets the requirements of Section
5.01 hereof.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

SECTION 6.01.          EVENTS OF DEFAULT.

                  An "EVENT OF DEFAULT" occurs if:

                  (a)      the Company defaults in the payment when due of
interest on, or Liquidated Damages, if any, with respect to, the Notes and such
default continues for a period of 30 days;

                  (b)      the Company defaults in the payment when due of
principal of or premium, if any, on the Notes when the same becomes due and
payable at maturity, upon redemption (including in connection with an offer to
purchase) or otherwise;

                  (c)      the Company or any of its Subsidiaries fails to make
the offer required or to purchase any of the Notes as required by Sections 4.10
and/or 4.15 hereof;

                  (d)      the Company fails to comply for 30 days after written
notice to the Company by the Trustee with any of the provisions of Sections 4.07
or 4.09 hereof; or the Company fails to observe or perform any other covenant,
representation, warranty or other agreement in this Indenture or the Notes for
60 days after written notice to the Company by the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes then outstanding voting as
a single class;

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                  (e)      a default occurs under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of the Restricted Subsidiaries), whether such Indebtedness or guarantee now
exists, or is created after the date of this Indenture, which default results in
the acceleration of such Indebtedness prior to its express maturity and, in each
case, the principal amount of such Indebtedness aggregates $50.0 million or
more;

                  (f)      a final judgment or final judgments for the payment
of money are entered by a court or courts of competent jurisdiction against the
Company or any of its Subsidiaries that are Restricted Subsidiaries or any group
of Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary and such judgment or judgments remain undischarged for a
period (during which execution shall not be effectively stayed) of 60 days,
provided that the aggregate of all such undischarged judgments exceeds $50.0
million;

                  (g)      the Company or any of its Significant Subsidiaries
that are Restricted Subsidiaries or any group of Restricted Subsidiaries that,
taken as a whole, would constitute a Significant Subsidiary pursuant to or
within the meaning of Bankruptcy Law:

                           (i)      commences a voluntary case,

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

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

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

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

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

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

                           (ii)     appoints a custodian of the Company or any
         of its Significant Subsidiaries that are Restricted Subsidiaries or any
         group of Restricted Subsidiaries that, taken as a whole, would
         constitute a Significant Subsidiary or

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         for all or substantially all of the property of the Company or any of
         its Significant Subsidiaries that are Restricted Subsidiaries or any
         group of Restricted Subsidiaries that, taken as a whole, would
         constitute a Significant Subsidiary; or

                           (iii)    orders the liquidation of the Company or any
         of its Significant Subsidiaries that are Restricted Subsidiaries or any
         group of Restricted Subsidiaries that, taken as a whole, would
         constitute a Significant Subsidiary;

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

                  (i)      except as permitted by this Indenture, any Subsidiary
Guarantee is held in any judicial proceeding to be unenforceable or invalid or
shall cease for any reason to be in full force and effect or any Subsidiary
Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall
deny or disaffirm its obligations under such Subsidiary Guarantor's Subsidiary
Guarantee.

SECTION 6.02.          ACCELERATION.

                  If any Event of Default (other than an Event of Default
specified in clause (g) or (h) of Section 6.01 hereof with respect to the
Company, any Significant Subsidiary that is a Restricted Subsidiary or any group
of Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable immediately; provided, that so long as any
Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be
outstanding, such acceleration shall not be effective until the earlier of (i)
an acceleration of any such Indebtedness under the Credit Agreement or (ii) five
Business Days after receipt by the Company of written notice of such
acceleration of the Notes. Upon any such declaration, the Notes shall become due
and payable immediately. Notwithstanding the foregoing, if an Event of Default
specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to the
Company, any of its Significant Subsidiaries that are Restricted Subsidiaries or
any group of Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary, all outstanding Notes shall be due and payable without
further action or notice. The Holders of a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Trustee may on
behalf of all of the Holders rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal, interest or premium that has
become due solely because of the acceleration) have been cured or waived.

SECTION 6.03.          OTHER REMEDIES.

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

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

SECTION 6.04.          WAIVER OF PAST DEFAULTS.

                  Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Trustee may on
behalf of the Holders of all of the Notes waive an existing Default or Event of
Default and its consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium and Liquidated Damages, if
any, or interest on, the Notes; provided, however, that after any acceleration,
but before a judgment or decree based on acceleration is obtained by the
Trustee, the Holders of a majority in aggregate principal amount of the Notes
then outstanding may rescind and annul such acceleration if all Events of
Default, other than the nonpayment of accelerated principal, premium, Liquidated
Damages, if any, or interest, have been cured or waived as provided in this
Indenture. Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

SECTION 6.05.          CONTROL BY MAJORITY.

                  Subject to Section 7.01, in case an Event of Default shall
occur and be continuing, the Trustee will be under no obligation to exercise any
of its rights or powers under this Indenture at the request or direction of any
of the Holders, unless such Holders shall have offered to the Trustee reasonable
indemnity against any loss, liability or expense. Subject to Section 7.07, the
Holders of a majority in aggregate principal amount of the Notes then
outstanding will have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Notes. Notwithstanding the foregoing, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.

SECTION 6.06.          LIMITATION ON SUITS.

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

                           (a)      the Holder of a Note gives to the Trustee
         written notice of a continuing Event of Default;

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

                           (c)      such Holder of a Note or Holders of Notes
         offer and, if requested, provide to the Trustee indemnity satisfactory
         to the Trustee against any loss, liability or expense;

                           (d)      the Trustee does not comply with the request
         within 60 days after receipt of the request and the offer and, if
         requested, the provision of indemnity; and

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

                           (f)      A Holder of a Note may not use this
         Indenture to prejudice the rights of another Holder of a Note or to
         obtain a preference or priority over another Holder of a Note.

SECTION 6.07.          RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

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

SECTION 6.08.          COLLECTION SUIT BY TRUSTEE.

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

SECTION 6.09.          TRUSTEE MAY FILE PROOFS OF CLAIM.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes),

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its creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any
such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10.          PRIORITIES.

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

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

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

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

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

SECTION 6.11.          UNDERTAKING FOR COSTS.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due

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regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more
than 10% in principal amount of the then outstanding Notes.

                                  ARTICLE VII

                                     TRUSTEE

SECTION 7.01.          DUTIES OF TRUSTEE.

                  (a)      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 its exercise,
as a prudent person would exercise or use under the circumstances in the conduct
of his or her own affairs.

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

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

                           (ii)     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, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture.

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

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

                           (ii)     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; and

                           (iii)    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 6.05 hereof.

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                  (d)      Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), (c), (e) and (f) of this Section and Section 7.02.

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

                  (f)      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 7.02.          RIGHTS OF TRUSTEE.

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

                  (b)      Before the Trustee acts or refrains from acting, it
may require an Officer's 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 Officer's Certificate or Opinion of Counsel. The
Trustee may consult with counsel and the written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.

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

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

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

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

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                  (g)      The Trustee shall not be deemed to have notice of any
Default or Event of Default or Registration 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 or Event of Default or Registration
Default is received by a Responsible Officer of the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the specific Default or
Event of Default or Registration Default, the Notes and this Indenture.

                  (h)      Any permissive right of power granted to the Trustee
shall not be construed to be a duty.

                  (i)      The Trustee shall not be required to give any bond or
surety in respect of the performance of its power and duties hereunder.

                  (j)      The Trustee shall have no duty to inquire as to the
performance of the Company's covenants herein.

SECTION 7.03.          INDIVIDUAL RIGHTS OF TRUSTEE.

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

SECTION 7.04.          TRUSTEE'S DISCLAIMER.

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

SECTION 7.05.          NOTICE OF DEFAULTS.

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

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SECTION 7.06.          REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

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

                  A copy of each report at the time of its mailing to the
Holders of Notes shall be mailed to the Company and filed with the SEC and each
stock exchange on which the Notes are listed in accordance with TIA Section
313(d). The Company shall promptly notify the Trustee when the Notes are listed
on any stock exchange.

SECTION 7.07.          COMPENSATION AND INDEMNITY.

                  The Company and the Subsidiary Guarantors shall pay to the
Trustee from time to time reasonable compensation 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 Subsidiary Guarantors shall reimburse the Trustee promptly upon request
for all reasonable disbursements, advances and expenses incurred or made by it
in addition to the compensation for its services. Such expenses shall include
the reasonable compensation, disbursements and expenses of the Trustee's agents
and counsel.

                  The Company and the Subsidiary Guarantors shall indemnify the
Trustee against, and shall hold the Trustee harmless for and from, any and all
losses, liabilities or expenses (including reasonable attorneys fees and
expenses) incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company and the Subsidiary
Guarantors (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company and the Subsidiary Guarantors or any Holder or
any other person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder, except to the extent any such loss,
liability or expense may be attributable to its negligence or bad faith. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the
Company and the Subsidiary Guarantors of its obligations hereunder. The Company
shall defend the claim and the Trustee shall reasonably 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.

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                  The obligations of the Company and the Subsidiary Guarantors
under this Section 7.07 are joint and several and shall survive the satisfaction
and discharge of this Indenture.

                  To secure the Company's and the Subsidiary Guarantors' payment
obligations in this Section, 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.

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

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

SECTION 7.08.          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 7.08.

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

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

                           (ii)     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;

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

                           (iv)     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 shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of Notes

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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 Holder of a Note
who has been a Holder of a Note for at least six months, fails to comply with
Section 7.10, such Holder of a Note 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 Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Company's obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee.

SECTION 7.09.          SUCCESSOR TRUSTEE BY MERGER, ETC.

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

SECTION 7.10.          ELIGIBILITY; DISQUALIFICATION.

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

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

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.

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                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.          OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

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

SECTION 8.02.          LEGAL DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.02, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
and to have each Subsidiary Guarantor's obligation discharged with respect to
its Subsidiary Guarantee 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 8.05 hereof and the
other Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of outstanding Notes to receive solely from the trust fund described
in Section 8.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest and Liquidated
Damages, if any, on such Notes when such payments are due, (b) the Company's
obligations with respect to such Notes under Article II and Section 4.02 hereof,
(c) the rights, powers, trusts, duties, liabilities and immunities of the
Trustee hereunder and the Company's and the Subsidiary Guarantors' obligations
in connection therewith and (d) this Article VIII. Subject to compliance with
this Article VIII, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.

SECTION 8.03.          COVENANT DEFEASANCE.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, the Company and each Subsidiary
Guarantor shall, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, be released from their obligations under the covenants
contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16 and
4.17 hereof with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.04 are satisfied (hereinafter, "COVENANT
DEFEASANCE"), and the Notes shall thereafter be deemed not "outstanding" for the

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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 and each Subsidiary Guarantor 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 6.01 hereof, 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 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(d) through 6.01(f) hereof shall not
constitute Events of Default.

SECTION 8.04.          CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

                  The following shall be the conditions to the application of
either Section 8.02 or 8.03 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

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

                  (b)      in the case of an election under Section 8.02 hereof,
the Company shall deliver to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee (subject to customary exceptions and exclusions)
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 will
confirm that, the Holders of the outstanding Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;

                  (c)      in the case of an election under Section 8.03 hereof,
the Company shall deliver to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee (subject to customary exceptions and exclusions)
confirming that the Holders of the

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outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

                  (d)      no Default or Event of Default shall have occurred
and be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the incurrence of Indebtedness all or a portion of the
proceeds of which will be used to defease the Notes pursuant to this Article
VIII concurrently with such incurrence) or insofar as Sections 6.01(g) or
6.01(h) hereof are concerned, at any time in the period ending on the effective
date of such defeasance;

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

                  (f)      the Company shall have delivered to the Trustee, at
or prior to the effective date of such defeasance, 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 deposit and assuming that no Holder is
an "insider" of the Company under applicable bankruptcy law, after the 91st day
following the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally;

                  (g)      the Company shall have delivered to the Trustee an
Officer's 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; and

                  (h)      the Company shall have delivered to the Trustee an
Officer's 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.

SECTION 8.05.          DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN
                       TRUST; OTHER MISCELLANEOUS PROVISIONS.

                  Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying Trustee, collectively for purposes of this Section
8.05, the "TRUSTEE") pursuant to Section 8.04 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums

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due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

                  The Company and the Subsidiary Guarantors shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or non-callable Government Securities deposited
pursuant to Section 8.04 hereof or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Notes.

                  Anything in this Article VII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable Government Securities held by
it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(a) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

SECTION 8.06.          REPAYMENT TO COMPANY.

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

SECTION 8.07.          REINSTATEMENT.

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

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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.

                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.          WITHOUT CONSENT OF HOLDERS OF NOTES.

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

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

                  (b)      provide for the assumption by a successor corporation
of the obligations of the Company under this Indenture in the case of a merger
or consolidation or sale of all or substantially all of the Company's assets;

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

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

                  (e)      make any change to comply with any requirement of the
SEC in order to effect or maintain the qualification of this Indenture under the
TIA;

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

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

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

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SECTION 9.02.          WITH CONSENT OF HOLDERS OF NOTES.

                  Except as provided below in this Section 9.02, the Company and
the Trustee may amend or supplement this Indenture (including Sections 3.09,
4.10 and 4.15 hereof), the Subsidiary Guarantees and the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the Notes, including Additional Notes, if any, then outstanding voting
as a single class (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default (except a continuing
Default or Event of Default in the payment of interest, premium, Liquidated
Damages, if any, or the principal of, the Notes, except a payment default
resulting from an acceleration that has been rescinded) or compliance with any
provision of this Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the Notes, including Additional
Notes, if any, then outstanding voting as a single class (including consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes). Section 2.08 hereof shall determine which Notes are considered
to be "outstanding" for purposes of this Section 9.02.

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

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to consent to any
indenture supplemental hereto. If a record date is fixed, the Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to consent to such supplemental indenture, whether or not such Holders
remain Holders after such record date; provided, that unless such consent shall
have become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

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

                  After an amendment, supplement or waiver under this Section
becomes effective, the Company shall mail to the Holders to such Holder's
address appearing in the Security Register a notice briefly describing the
amendment, supplement or waiver.

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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 amended or
supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes, including
Additional Notes, if any, then outstanding voting as a single class may waive
compliance in a particular instance by the Company with any provision of this
Indenture or the Notes. Without the consent of each Holder, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

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

                  (b)      reduce the principal of or change the fixed maturity
of any Note or alter the provisions with respect to the redemption of the Notes
except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof;

                  (c)      make any change in the provisions of Sections 4.10 or
4.15;

                  (d)      reduce the rate of or change the time for payment of
interest on any Note;

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

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

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

                  (h)      waive a redemption payment with respect to any Note
(other than a payment required by Section 4.10 or 4.15 hereof);

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

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

SECTION 9.03.          COMPLIANCE WITH TRUST INDENTURE ACT.

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

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SECTION 9.04.          REVOCATION AND EFFECT OF CONSENTS.

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

SECTION 9.05.          NOTATION ON OR EXCHANGE OF NOTES.

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

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

SECTION 9.06.          TRUSTEE TO SIGN AMENDMENTS, ETC.

                  The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until the Board
of Directors approves it. In executing any amended or supplemental Indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon an Officer's Certificate and an Opinion
of Counsel stating that the execution of such amended or supplemental Indenture
is authorized or permitted by this Indenture and that such amended or
supplemental indenture is the legal, valid and binding obligations of the
Company enforceable against it in accordance with its terms, subject to
customary exceptions and that such amended or supplemental indenture complies
with the provisions hereof (including Section 9.03).

                                   ARTICLE X

                              SUBSIDIARY GUARANTEES

SECTION 10.01.         GUARANTEE.

                  Subject to this Article X, each of the Subsidiary Guarantors
hereby, jointly and severally, unconditionally guarantees to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Notes or the obligations of the

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Company hereunder or thereunder, that: (a) the principal of and interest on the
Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, if lawful, and all other obligations of the
Company to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. Failing payment when due of
any amount so guaranteed or any performance so guaranteed for whatever reason,
the Subsidiary Guarantors shall be jointly and severally obligated to pay the
same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of
payment and not a guarantee of collection.

                  Each Subsidiary Guarantor hereby agrees that its obligations
with regard to this Subsidiary Guarantee shall be joint and several,
unconditional, irrespective of the validity or enforceability of the Notes or
the obligations of the Company under this Indenture, the absence of any action
to enforce the same, the recovery of any judgment against the Company or any
other obligor with respect to this Indenture, the Notes or the Obligations of
the Company under this Indenture or the Notes, any action to enforce the same or
any other circumstances (other than complete performance) which might otherwise
constitute a legal or equitable discharge or defense of a Subsidiary Guarantor.
Each Subsidiary Guarantor further, to the extent permitted by law, waives and
relinquishes all claims, rights and remedies accorded by applicable law to
guarantors and agrees not to assert or take advantage of any such claims, rights
or remedies, including but not limited to: (a) any right to require any of the
Trustee, the Holders or the Company (each a "BENEFITED PARTY"), as a condition
of payment or performance by such Subsidiary Guarantor, to (1) proceed against
the Company, any other guarantor (including any other Subsidiary Guarantor) of
the Obligations under the Subsidiary Guarantees or any other Person, (2) proceed
against or exhaust any security held from the Company, any such other guarantor
or any other Person, (3) proceed against or have resort to any balance of any
deposit account or credit on the books of any Benefited Party in favor of the
Company or any other Person, or (4) pursue any other remedy in the power of any
Benefited Party whatsoever; (b) any defense arising by reason of the incapacity,
lack of authority or any disability or other defense of the Company including
any defense based on or arising out of the lack of validity or the
unenforceability of the Obligations under the Subsidiary Guarantees or any
agreement or instrument relating thereto or by reason of the cessation of the
liability of the Company from any cause other than payment in full of the
Obligations under the Subsidiary Guarantees; (c) any defense based upon any
statute or rule of law which provides that the obligation of a surety must be
neither larger in amount nor in other respects more burdensome than that of the
principal; (d) any defense based upon any Benefited Party's errors or omissions
in the administration of the Obligations under the Subsidiary Guarantees, except
behavior which amounts to bad faith; (e)(1) any principles or provisions of law,
statutory or otherwise, which are or might be in conflict with the terms of the
Subsidiary Guarantees

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and any legal or equitable discharge of such Subsidiary Guarantor's obligations
hereunder, (2) the benefit of any statute of limitations affecting such
Subsidiary Guarantor's liability hereunder or the enforcement hereof, (3) any
rights to set-offs, recoupments and counterclaims and (4) promptness, diligence
and any requirement that any Benefited Party protect, secure, perfect or insure
any security interest or lien or any property subject thereto; (f) notices,
demands, presentations, protests, notices of protest, notices of dishonor and
notices of any action or inaction, including acceptance of the Subsidiary
Guarantees, notices of default under the Notes or any agreement or instrument
related thereto, notices of any renewal, extension or modification of the
Obligations under the Subsidiary Guarantees or any agreement related thereto,
and notices of any extension of credit to the Company and any right to consent
to any thereof; (g) to the extent permitted under applicable law, the benefits
of any "One Action" rule and (h) any defenses or benefits that may be derived
from or afforded by law which limit the liability of or exonerate guarantors or
sureties, or which may conflict with the terms of the Subsidiary Guarantees.
Each Subsidiary Guarantor hereby covenants that its Subsidiary Guarantee shall
not be discharged except by complete performance of the obligations contained in
its Subsidiary Guarantee and this Indenture.

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

                  Each Subsidiary Guarantor agrees that it shall not be entitled
to any right of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the
Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Section 6.02 hereof for the purposes of this
Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby and
(y) in the event of any declaration of acceleration of such obligations as
provided in Section 6.02 hereof, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Subsidiary Guarantors for
the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have
the right to seek contribution from any non-paying Subsidiary Guarantor so long
as the exercise of such right does not impair the rights of the Holders under
the Subsidiary Guarantee.

SECTION 10.02.         LIMITATION ON SUBSIDIARY GUARANTOR LIABILITY.

                  Each Subsidiary Guarantor, and by its acceptance of Notes,
each Holder, hereby confirms that it is the intention of all such parties that
the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal or state law to the extent applicable to any Subsidiary

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Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and
the Subsidiary Guarantors hereby irrevocably agree that the obligations of such
Subsidiary Guarantor under its Subsidiary Guarantee and this Article X shall be
limited to the maximum amount as will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Subsidiary
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Subsidiary Guarantor in respect of the obligations of such
other Subsidiary Guarantor under this Article X, result in the obligations of
such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a
fraudulent transfer or conveyance.

SECTION 10.03.         EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE.

                  To evidence its Subsidiary Guarantee set forth in Section
10.01, each Subsidiary Guarantor hereby agrees that a notation of such
Subsidiary Guarantee substantially in the form included in Exhibit E shall be
endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated
and delivered by the Trustee and that this Indenture shall be executed on behalf
of such Subsidiary Guarantor by its President or one of its Vice Presidents.

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

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

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

                  In the event that the Company creates or acquires any new
Subsidiaries subsequent to the date of this Indenture, if required by Section
4.16 hereof, the Company shall cause such Subsidiaries to execute supplemental
Indentures to this Indenture and Subsidiary Guarantees in accordance with
Section 4.16 hereof and this Article X, to the extent applicable.

SECTION 10.04.         SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN
                       TERMS.

                  No Subsidiary Guarantor may consolidate with or merge with or
into (whether or not such Subsidiary Guarantor is the surviving Person) another
Person whether or not affiliated with such Subsidiary Guarantor unless:

                                       89

<PAGE>

                  (a)      subject to Section 10.05 hereof, the Person formed by
or surviving any such consolidation or merger (if other than a Subsidiary
Guarantor or the Company) unconditionally assumes all the obligations of such
Subsidiary Guarantor, pursuant to a supplemental Indenture in form and substance
reasonably satisfactory to the Trustee, under the Notes, this Indenture, the
Registration Rights Agreement and the Subsidiary Guarantee on the terms set
forth herein or therein;

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

                  (c)      the Company would be permitted, immediately after
giving effect to such transaction, to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of Section 4.09 hereof.

                  In case of any such consolidation, merger, sale or conveyance
and upon the assumption by the successor Person, by supplemental Indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of Indenture to be performed
by the Subsidiary Guarantor, such successor Person shall succeed to and be
substituted for the Subsidiary Guarantor with the same effect as if it had been
named herein as a Subsidiary Guarantor. Such successor Person thereupon may
cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon
all of the Notes issuable hereunder which theretofore shall not have been signed
by the Company and delivered to the Trustee. All the Subsidiary Guarantees so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Subsidiary Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Subsidiary
Guarantees had been issued at the date of the execution hereof.

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

SECTION 10.05.         RELEASES FOLLOWING SALE OF ASSETS.

                  In the event of (a) a sale or other disposition of all of the
assets of any Subsidiary Guarantor, by way of merger, consolidation or
otherwise, (b) a sale or other disposition of all of the capital stock of any
Subsidiary Guarantor or (c) the designation of a Subsidiary Guarantor as an
Unrestricted Subsidiary in accordance with the terms of the Indenture, then such
Subsidiary Guarantor (in the event of a sale or other disposition, by way of
merger, consolidation or otherwise, of all of the capital stock of such
Subsidiary Guarantor) or the corporation acquiring the property (in the event of
a sale or other disposition of all or substantially all of the assets of such
Subsidiary Guarantor) will

                                       90

<PAGE>

be released and relieved of any obligations under its Subsidiary Guarantee;
provided that the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without
limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of
an Officer's Certificate and an Opinion of Counsel to the effect that such sale
or other disposition was made by the Company in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof,
the Trustee shall execute any documents reasonably required in order to evidence
the release of any Subsidiary Guarantor from its obligations under its
Subsidiary Guarantee.

                  Any Subsidiary Guarantor not released from its obligations
under its Subsidiary Guarantee shall remain liable for the full amount of
principal of and interest on the Notes and for the other obligations of any
Subsidiary Guarantor under this Indenture as provided in this Article X.

                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

SECTION 11.01.         SATISFACTION AND DISCHARGE.

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

                  (a)      either:

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

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

                  (b)      no Default or Event of Default shall have occurred
and be continuing on the date of such deposit or shall occur as a result of such
deposit and such deposit will not result in a breach or violation of, or
constitute a default under, any other

                                       91

<PAGE>

instrument to which the Company or any Subsidiary Guarantor is a party or by
which the Company or any Subsidiary Guarantor is bound;

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

                  (d)      the Company has delivered irrevocable instructions to
the Trustee under this Indenture to apply the deposited money and/or
non-callable Government Securities toward the payment of the Notes at maturity
or the redemption date, as the case may be.

                  The Company shall deliver an Officer's Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

SECTION 11.02.         DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN
                       TRUST; OTHER MISCELLANEOUS PROVISIONS.

                  Subject to Section 11.03 hereof, 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 11.02, the
"Trustee") pursuant to Section 11.01 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest and
Additional Interest, if any, but such money need not be segregated from other
funds except to the extent required by law.

SECTION 11.03.         REPAYMENT TO COMPANY.

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

                                       92

<PAGE>

                                  ARTICLE XII

                                  MISCELLANEOUS

SECTION 12.01.         TRUST INDENTURE ACT CONTROLS.

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

SECTION 12.02.         NOTICES.

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

                  If to the Company and/or any Subsidiary Guarantor:

                           Peabody Energy Corporation
                           701 Market Street
                           St. Louis, Missouri 63101-1826
                           Telecopier No.: (314) 342-3419
                           Attention: Chief Legal Officer

                  With a copy to:

                           Simpson Thacher & Bartlett
                           425 Lexington Avenue
                           New York, New York 10017-3954 75
                           Telecopier No. (212) 455-2502
                           Attention: Rise B. Norman, Esq.

                  If to the Trustee:

                           US Bank National Association
                           Goodwin Square
                           225 Asylum Street, 23rd Floor
                           EX-CT-SS
                           Hartford, Connecticut 06103
                           Telecopier No.: (860) 241-6881
                           Attention: Philip J. Kane, Jr.

                                       93

<PAGE>

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

                  All notices and communications (other than those sent to
Holders) 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 answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery;
provided, however, that any notice of communication to the Trustee shall not be
deemed to be received by it until actually received by it at the Corporate Trust
Office of the Trustee.

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

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

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

SECTION 12.03.         COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF
                       NOTES.

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

SECTION 12.04.         CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

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

                  (b)      an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 12.05

                                       94

<PAGE>

hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

SECTION 12.05.         STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

                           (i)      a statement that the Person making such

         certificate or opinion has read such covenant or condition;

                           (ii)     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;

                           (iii)    a statement that, in the opinion of such
         Person, he or she 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 satisfied; and

                           (iv)     a statement as to whether or not, in the

         opinion of such Person, such condition or covenant has been satisfied.

SECTION 12.06.         RULES BY TRUSTEE AND AGENTS.

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

SECTION 12.07.         NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES
                       AND STOCKHOLDERS.

                  No past, present or future director, officer, employee,
incorporator or stockholder of the Company or any Subsidiary Guarantor or Person
controlling such Persons, as such, shall have any liability for any obligations
of the Company or of the Subsidiary Guarantors or any Person controlling such
Person under the Notes, this Indenture, the Subsidiary Guarantees or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the SEC that such a waiver is
against public policy.

                                       95

<PAGE>

SECTION 12.08.         GOVERNING LAW.

                  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES.

SECTION 12.09.         NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 12.10.         SUCCESSORS.

                  All agreements of the Company in this Indenture and the Notes
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors.

SECTION 12.11.         SEVERABILITY.

                  In case any provision in this Indenture or in the Notes 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 12.12.         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.

SECTION 12.13.         TABLE OF CONTENTS, HEADINGS, ETC.

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

                         [Signatures on following page]

                                       96

<PAGE>

                                   SIGNATURES

Dated as of March 21, 2003
                                   ISSUER:

                                   Peabody Energy Corporation

                                   By: _______________________________
                                       Name:  Steven F. Schaab
                                       Title: Vice President and Treasurer

                                   GUARANTORS

                                   AFFINITY MINING COMPANY
                                   ARID OPERATIONS INC.
                                   BEAVER DAM COAL COMPANY
                                   BIG RIDGE, INC.
                                   BIG SKY COAL COMPANY
                                   BLACK WALNUT COAL COMPANY
                                   BLUEGRASS COAL COMPANY
                                   CABALLO COAL COMPANY
                                   CHARLES COAL COMPANY
                                   CLEATON COAL COMPANY
                                   COAL PROPERTIES CORP.
                                   COOK MOUNTAIN COAL COMPANY
                                   COTTONWOOD LAND COMPANY
                                   CYPRUS CREEK LAND COMPANY
                                   CYPRUS CREEK LAND RESOURCES, LLC
                                   EACC CAMPS, INC.
                                   EASTERN ASSOCIATED COAL CORP.
                                   EASTERN ROYALTY CORP.
                                   GALLO FINANCE COMPANY
                                   GOLD FIELDS CHILE, S.A.
                                   GOLD FIELDS MINING CORPORATION
                                   GOLD FIELDS OPERATING CO.-ORTIZ
                                   GRAND EAGLE MINING, INC.
                                   HAYDEN GULCH TERMINAL, INC.
                                   HIGHLAND MINING COMPANY
                                   HILLSIDE MINING COMPANY
                                   INDEPENDENCE MATERIAL HANDLING COMPANY
                                   INTERIOR HOLDINGS CORP.
                                   JAMES RIVER COAL TERMINAL COMPANY
                                   JARRELL'S BRANCH COAL COMPANY
                                   JUNIPER COAL COMPANY
                                   KAYENTA MOBILE HOME PARK, INC.

<PAGE>

                                   LOGAN FORK COAL COMPANY
                                   MARTINKA COAL COMPANY
                                   MIDCO SUPPLY AND EQUIPMENT CORPORATION
                                   MOUNTAIN VIEW COAL COMPANY
                                   MUSTANG ENERGY COMPANY, L.L.C.
                                   NORTH PAGE COAL CORP.
                                   OHIO COUNTY COAL COMPANY
                                   PEABODY AMERICA, INC.
                                   PEABODY ARCHVEYOR, L.L.C.
                                   PEABODY COALSALES COMPANY
                                   PEABODY COALTRADE, INC.
                                   PEABODY COAL COMPANY
                                   PEABODY DEVELOPMENT COMPANY
                                   PEABODY DEVELOPMENT LAND HOLDINGS, LLC
                                   PEABODY ENERGY GENERATION HOLDING COMPANY
                                   PEABODY ENERGY INVESTMENTS, INC.
                                   PEABODY ENERGY SOLUTIONS, INC.
                                   PEABODY HOLDING COMPANY, INC.
                                   PEABODY NATURAL GAS, LLC
                                   PEABODY RECREATIONAL LANDS, L.L.C.
                                   PEABODY SOUTHWESTERN COAL COMPANY
                                   PEABODY TERMINALS, INC.
                                   PEABODY VENEZUELA COAL CORP.
                                   PEABODY-WATERSIDE DEVELOPMENT, L.L.C.
                                   PEABODY WESTERN COAL COMPANY
                                   PINE RIDGE COAL COMPANY
                                   POND CREEK LAND RESOURCES, LLC
                                   POND RIVER LAND COMPANY
                                   PORCUPINE PRODUCTION, LLC
                                   PORCUPINE TRANSPORTATION, LLC
                                   POWDER RIVER COAL COMPANY
                                   PRAIRIE STATE GENERATING COMPANY, LLC
                                   RIO ESCONDIDO COAL CORP.
                                   RIVER'S EDGE MINING, INC.
                                   RIVERVIEW TERMINAL COMPANY
                                   SENECA COAL COMPANY
                                   SENTRY MINING COMPANY
                                   SNOWBERRY LAND COMPANY
                                   STAR LAKE ENERGY COMPANY, L.L.C.

                                       98

<PAGE>

                                   STERLING SMOKELESS COAL COMPANY
                                   THOROUGHBRED, L.L.C.
                                   THOROUGHBRED GENERATING COMPANY, LLC
                                   THOROUGHBRED MINING COMPANY, L.L.C.
                                   YANKEETOWN DOCK CORPORATION

                                   By: _________________________________________

                                   Name:  Steven F. Schaab
                                   Title: Vice President

                                   COLONY BAY COAL COMPANY
                                   By: Eastern Associated Coal Corp., its
                                       general partner

                                   By: _________________________________________

                                   Name:  Steven F. Schaab
                                   Title: Vice President

                                   By: Charles Coal Company, its general partner

                                   By: _________________________________________

                                   Name:  Steven F. Schaab
                                   Title: Vice President

                                   PATRIOT COAL COMPANY, L.P.

                                   By: Bluegrass Coal Company, its managing
                                       partner

                                   By: _________________________________________

                                   Name:  Steven F. Schaab
                                   Title: Vice President

                                       99

<PAGE>

                                   PEABODY NATURAL RESOURCES COMPANY

                                   By: Gold Fields Mining Corporation, its
                                       general partner

                                   By: _________________________________________

                                   Name:  Steven F. Schaab
                                   Title: Vice President

                                   By: Peabody America, Inc., its general
                                       partner

                                   By: _________________________________________

                                   Name:  Steven F. Schaab
                                   Title: Vice President

                                      100

<PAGE>

                                   TRUSTEE

                                   US Bank National Association

                                   By: _________________________________________

                                   Name:  Philip J. Kane, Jr.
                                   Title: Vice President

                                      101

<PAGE>

                                                                       EXHIBIT A

                                 (Face of Note)

                          6 7/8% SENIOR NOTES DUE 2013

                                                            CUSIP ______________
NO. ___                                                           $_____________
                           PEABODY ENERGY CORPORATION

promises to pay to CEDE & CO., INC. or registered assigns, the principal sum of
_________________ Dollars ($______________) on_____, 2013.

Interest Payment Dates: March 15 and September 15, commencing September 15,
2003.

Record Dates: March 1 and September 1.

Dated:  ______________, 2003.

<PAGE>

                  IN WITNESS WHEREOF, the Issuer has caused this Note to be
signed manually or by facsimile by its duly authorized officer.

                                   PEABODY ENERGY CORPORATION

                                   By: _________________________________________
                                       Name:
                                       Title

This is one of the [Global]
Notes referred to in the
within-mentioned Indenture:

US Bank National Association
as Trustee

By: _____________________________
    Authorized Signatory

Dated _____________, 20__

                                       2

<PAGE>

                                 (Back of Note)

                              6 7/8% Notes due 2013

[Insert the Global Note Legend, if applicable, pursuant to the terms of the
Indenture]

[Insert the Private Placement Legend, if applicable, pursuant to the terms of
the Indenture]

Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

                  1.       INTEREST. Peabody Energy Corporation, a Delaware
corporation (the "COMPANY"), promises to pay interest on the principal amount of
this Note at 6 7/8% per annum from March 21, 2003 until maturity and shall pay
the Liquidated Damages payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company will pay interest and Liquidated
Damages semi-annually on March 15 and September 15 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"INTEREST PAYMENT DATE"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be September 15, 2003. The Company shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

                  2.       METHOD OF PAYMENT. The Company will pay interest on
the Notes (except defaulted interest) and Liquidated Damages to the Persons who
are registered Holders of Notes at the close of business on the March 1 or
September 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of and interest, premium and
Liquidated Damages on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer

                                       3

<PAGE>

instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

                  3.       PAYING AGENT AND REGISTRAR. Initially, US Bank
National Association, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

                  4.       INDENTURE. The Company issued the Notes under an
Indenture dated as of March 21, 2003 ("INDENTURE") between the Company 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, as
amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Company.

                  5.       The principal on the Notes shall be due and payable
on March 15, 2013.

                  6.       OPTIONAL REDEMPTION.

                  (a)      The Notes will be subject to redemption at any time
at the option of the Company, in whole or in part, upon not less than 30 nor
more than 60 days' notice to Holders in the manner provided in the Indenture.

                  (b)      Prior to March 15, 2008, the Notes will be redeemable
at a redemption price equal to 100% of the principal amount thereof plus the
applicable Make Whole Premium, plus, to the extent not included in the Make
Whole Premium, accrued and unpaid interest and Liquidated Damages, if any, to
the date of redemption. For purposes of the foregoing, "MAKE WHOLE PREMIUM"
means, with respect to a Note, an amount equal to the excess of (1) the present
value of the remaining interest, premium, if any, and principal payments due on
such Note as if such Note were redeemed on March 15, 2008, computed using a
discount rate equal to the Treasury Rate plus 50 basis points, over (2) the
outstanding principal amount of such Note.

                  (c)      On or after March 15, 2008, the Notes are redeemable
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on March 15 of the years indicated below:

                                       4

<PAGE>

<TABLE>
<CAPTION>
Year                                                            Percentage
----                                                            ----------
<C>                                                             <C>
2008                                                             103.438%
2009                                                             102.292%
2010                                                             101.146%
2011 and thereafter                                              100.000%
</TABLE>

                  (d)      Notwithstanding the provisions of clauses (a), (b)
and (c) of this Paragraph 6, during the first 36 months after the date hereof,
the Company may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes issued under this Indenture at a redemption price of
106.875% of the principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages thereon, if any, to the redemption date, with the net cash
proceeds of one or more Equity Offerings; provided that at least 65% of the
aggregate principal amount of Notes issued remain outstanding immediately after
the occurrence of such redemption (excluding Notes held by the Company and its
Subsidiaries); and provided, further, that such redemption shall occur within
120 days of the date of the closing of such Equity Offering.

                  (e)      Any redemption pursuant to this Paragraph 6 shall be
made pursuant to the provisions of Article III of the Indenture.

                  7.       MANDATORY REDEMPTION.

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

                  8.       REPURCHASE AT OPTION OF HOLDER.

                  (a)      If there is a Change of Control Triggering Event, the
Company shall be required to make an offer (a "CHANGE OF CONTROL Offer") to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
each Holder's Notes at a purchase price equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest and Liquidated Damages thereon,
if any, to the date of purchase (the "CHANGE OF CONTROL PAYMENT"). Within 10
days following any Change of Control Triggering Event, the Company shall mail a
notice to each Holder setting forth the procedures governing the Change of
Control Offer as required by the Indenture.

                  (b)      If the Company or a Subsidiary consummates any Asset
Sales, within five days of each date on which the aggregate amount of Excess
Proceeds exceeds $20.0 million, the Company shall commence an offer to all
Holders of Notes (as "ASSET SALE OFFER") pursuant to Section 3.09 of the
Indenture to purchase the maximum principal amount of Notes (including any
Additional Notes) that may be purchased out of the Excess Proceeds at an offer
price in cash in an amount equal to 100% of the principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the date
fixed for the closing of such offer, in accordance with the procedures set forth
in the Indenture. To the extent that the aggregate amount of Notes (including
any Additional Notes) tendered pursuant to an Asset Sale Offer is less than the
Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for
general

                                       5

<PAGE>

corporate purposes. If the aggregate principal amount of Notes surrendered by
Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes to be purchased on a pro rata basis. Holders of Notes that are the
subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

                  9.       NOTICE OF REDEMPTION. Notice of redemption will be
mailed at least 30 days but not more than 60 days before the redemption date to
each Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

                  10.      DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Company need not exchange or register the transfer of any Notes
for a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

                  11.      PERSONS DEEMED OWNERS. The registered Holder of a
Note may be treated as its owner for all purposes.

                  12.      AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in
principal amount of the then outstanding Notes and Additional Notes, if any,
voting as a single class, and any existing default or compliance with any
provision of the Indenture, the Subsidiary Guarantees or the Notes may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes and Additional Notes, if any, voting as a single class.
Without the consent of any Holder of a Note, the Indenture, the Subsidiary
Guarantees or the Notes may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or
in place of certificated Notes, to provide for the assumption of the Company's
or Subsidiary Guarantor's obligations to Holders of the Notes in case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights under the Indenture of any such Holder, to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the Trust Indenture Act, to provide for the Issuance of
Additional Notes in accordance with the limitations set forth in the Indenture,
or to

                                       6

<PAGE>

allow any Subsidiary Guarantor to execute a supplemental Indenture to the
Indenture and/or a Subsidiary Guarantee with respect to the Notes.

                  13.      DEFAULTS AND REMEDIES. An "EVENT OF DEFAULT" occurs
if: (i) the Company defaults in the payment when due of interest on, or
Liquidated Damages, if any, with respect to, the Notes and such default
continues for a period of 30 days; (ii) the Company defaults in the payment when
due of principal of or premium, if any, on the Notes when the same becomes due
and payable at maturity, upon redemption (including in connection with an offer
to purchase) or otherwise; (iii) the Company or any of its Subsidiaries fails to
make the offer required or to purchase any of the Notes as required by Sections
4.10 and/or 4.15 of the Indenture; (iv) the Company fails to comply for 30 days
after written notice to the Company by the Trustee with any of the provisions of
Sections 4.07 or 4.09 of the Indenture; or the Company fails to observe or
perform any other covenant, representation, warranty or other agreement in the
Indenture or the Notes for 60 days after written notice to the Company by the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes then outstanding voting as a single class; (v) a default occurs under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of the Restricted Subsidiaries), whether such
Indebtedness or guarantee now exists, or is created after the date hereof, which
default results in the acceleration of such Indebtedness prior to its express
maturity and, in each case, the principal amount of such Indebtedness aggregates
$50.0 million or more; (vi) a final judgment or final judgments for the payment
of money are entered by a court or courts of competent jurisdiction against the
Company or any of its Subsidiaries that are Restricted Subsidiaries or any group
of Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary and such judgment or judgments remain undischarged for a
period (during which execution shall not be effectively stayed) of 60 days,
provided that the aggregate of all such undischarged judgments exceeds $50.0
million; (vii) certain events of bankruptcy or insolvency occur with respect to
the Company or any of its Significant Subsidiaries that are Restricted
Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary pursuant to or within the meaning of
Bankruptcy Law; or (viii) except as permitted by the Indenture, any Subsidiary
Guarantee is held in any judicial proceeding to be unenforceable or invalid or
shall cease for any reason to be in full force and effect or any Subsidiary
Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall
deny or disaffirm its obligations under such Subsidiary Guarantor's Subsidiary
Guarantee.

                  If any Event of Default (other than an Event of Default
specified in clause (g) or (h) of Section 6.01 of the Indenture with respect to
the Company, any Significant Subsidiary that is a Restricted Subsidiary or any
group of Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable immediately; provided, that so long as any
Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be
outstanding, such acceleration shall not be effective until the earlier of (i)
an acceleration

                                       7

<PAGE>

under any such Indebtedness under the Credit Agreement or (ii) five Business
Days after receipt by the Company of written notice of such acceleration of the
Notes. Upon any such declaration, the Notes shall become due and payable
immediately. Notwithstanding the foregoing, if an Event of Default specified in
clause (g) or (h) of Section 6.01 of the Indenture occurs with respect to the
Company, any of its Significant Subsidiaries that are Restricted Subsidiaries or
any group of Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary, all outstanding Notes shall be due and payable without
further action or notice. The Holders of a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Trustee may on
behalf of all of the Holders rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal, interest or premium that has
become due solely because of the acceleration) have been cured or waived.

                  14.      TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

                  15.      NO RECOURSE AGAINST OTHERS. A director, officer,
employee, incorporator or stockholder, of the Company, as such, 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. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

                  16.      AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  17.      ABBREVIATIONS. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  18.      CUSIP NUMBERS. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Notes and the Trustee may
use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.

                                       8

<PAGE>

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to:

                  Peabody Energy Corporation
                  701 Market Street
                  St. Louis, Missouri 63101-1826
                  Attention: Chief Legal Officer

                                       9

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to

________________________________________________________________________________
               (Insert assignee's soc. sec. or other tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

              (Print or type assignee's name, address and zip code)
and irrevocably appoint ________________________________________________________
as agent to transfer this Note on the books of the Issuer. The agent may
substitute another to act for him.
________________________________________________________________________________
Date: ______________
                                   Your Signature: _____________________________
                                   (Sign exactly as your name appears on the
                                   face of this Note)

                                   Signature Guarantee: ________________________

                                   Signatures must be guaranteed by an
                                   "eligible guarantor institution"
                                   meeting the requirements of the
                                   Registrar, which requirements
                                   include membership or participation
                                   in the Security Transfer Agent
                                   Medallion Program ("STAMP") or such
                                   other "signature guarantee program"
                                   as may be determined by the
                                   Registrar in addition to, or in
                                   substitution for, STAMP, all in
                                   accordance with the Securities
                                   Exchange Act of 1934, as amended

                                       10

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

                  [ ] Section 4.10           [ ] Section 4.15

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state
the amount you elect to have purchased: $________

Date:________________
                                   Your Signature: _____________________________
                                       (Sign exactly as your name appears on
                                               the face of this Note)

                                   Tax Identification No: ______________________

                                   _____________________________________________
                                   Signature Guarantee:

                                   Signatures must be guaranteed by an
                                   "eligible guarantor institution"
                                   meeting the requirements of the
                                   Registrar, which requirements
                                   include membership or participation
                                   in the Security Transfer Agent
                                   Medallion Program ("STAMP") or such
                                   other "signature guarantee program"
                                   as may be determined by the
                                   Registrar in addition to, or in
                                   substitution for, STAMP, all in
                                   accordance with the Securities
                                   Exchange Act of 1934, as amended

<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

                  The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:

<TABLE>
<CAPTION>
                                                         Principal
                  Amount of          Amount of             Amount                Signature of
                 decrease in        increase in        of this Global            authorized
                  Principal          Principal          Note following           signatory of
Date of         Amount of this     Amount of this       such decrease             Trustee or
Exchange         Global Note        Global Note         (or increase)           Note Custodian
--------        --------------     --------------      ---------------          --------------
<S>             <C>                <C>                 <C>                      <C>
</TABLE>

                                       12

<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Peabody Energy Corporation
701 Market Street
St. Louis, Missouri 63101-1826

US Bank National Association
Goodwin Square
225 Asylum Street, 23rd Floor
EX-CT-SS
Hartford, Connecticut 06103
Attn: Philip J. Kane, Jr
      Vice President

Re: 6 7/8% Notes due 2013

                  Reference is hereby made to the Indenture, dated as of March
21, 2003 (the "INDENTURE"), among Peabody Energy Corporation, as issuer (the
"ISSUER"), the Subsidiary Guarantors party thereto and US Bank National
Association, as Trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

                  ___________________, (the "TRANSFEROR") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $___________ in such Note[s] or interests (the
"TRANSFER"), to ___________________________ (the "TRANSFEREE"), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:

                             [CHECK ALL THAT APPLY]

                  1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "SECURITIES ACT"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the

<PAGE>

restrictions on transfer enumerated in the Private Placement Legend printed on
the 144A Global Note and/or the Definitive Note and in the Indenture and the
Securities Act.

                  2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a Person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(a) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Distribution Compliance Period, the transfer is not being made
to a U.S. Person or for the account or benefit of a U.S. Person (other than an
Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note, the
Temporary Regulation S Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

                  3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF
A BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                         (a) [ ] such Transfer is being effected pursuant to and
         in accordance with Rule 144 under the Securities Act;

                                       or

                         (b) [ ] such Transfer is being effected to the Issuer
         or a subsidiary thereof;

                                       2

<PAGE>

                                       or

                         (c) [ ] such Transfer is being effected pursuant to an
         effective registration statement under the Securities Act and in
         compliance with the prospectus delivery requirements of the Securities
         Act;

                                       or

                         (d) [ ] such Transfer is being effected to an
         Institutional Accredited Investor and pursuant to an exemption from the
         registration requirements of the Securities Act other than Rule 144A,
         Rule 144 or Rule 904, and the Transferor hereby further certifies that
         it has not engaged in any general solicitation within the meaning of
         Regulation D under the Securities Act and the Transfer complies with
         the transfer restrictions applicable to beneficial interests in a
         Restricted Global Note or Restricted Definitive Notes and the
         requirements of the exemption claimed, which certification is supported
         by (1) a certificate executed by the Transferee in the form of Exhibit
         D to the Indenture and (2) if such Transfer is in respect of a
         principal amount of Notes at the time of transfer of less than
         $250,000, an Opinion of Counsel provided by the Transferor or the
         Transferee (a copy of which the Transferor has attached to this
         certification), to the effect that such Transfer is in compliance with
         the Securities Act. Upon consummation of the proposed transfer in
         accordance with the terms of the Indenture, the transferred beneficial
         interest or Definitive Note will be subject to the restrictions on
         transfer enumerated in the Private Placement Legend printed on the IAI
         Global Note and/or the Definitive Notes and in the Indenture and the
         Securities Act.

                  4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

                         (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i)
         The Transfer is being effected pursuant to and in accordance with Rule
         144 under the Securities Act and in compliance with the transfer
         restrictions contained in the Indenture and any applicable blue sky
         securities laws of any state of the United States and (ii) the
         restrictions on transfer contained in the Indenture and the Private
         Placement Legend are not required in order to maintain compliance with
         the Securities Act. Upon consummation of the proposed Transfer in
         accordance with the terms of the Indenture, the transferred beneficial
         interest or Definitive Note will no longer be subject to the
         restrictions on transfer enumerated in the Private Placement Legend
         printed on the Restricted Global Notes, on Restricted Definitive Notes
         and in the Indenture.

                         (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S.
         (i) The Transfer is being effected pursuant to and in accordance with
         Rule 903 or Rule 904 under the Securities Act and in compliance with
         the transfer restrictions contained in the Indenture and any applicable
         blue sky securities laws of any state

                                       3

<PAGE>

         of the United States and (ii) the restrictions on transfer contained in
         the Indenture and the Private Placement Legend are not required in
         order to maintain compliance with the Securities Act. Upon consummation
         of the proposed Transfer in accordance with the terms of the Indenture,
         the transferred beneficial interest or Definitive Note will no longer
         be subject to the restrictions on transfer enumerated in the Private
         Placement Legend printed on the Restricted Global Notes, on Restricted
         Definitive Notes and in the Indenture.

                         (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER
         EXEMPTION. (i) The Transfer is being effected pursuant to and in
         compliance with an exemption from the registration requirements of the
         Securities Act other than Rule 144, Rule 903 or Rule 904 and in
         compliance with the transfer restrictions contained in the Indenture
         and any applicable blue sky securities laws of any State of the United
         States and (ii) the restrictions on transfer contained in the Indenture
         and the Private Placement Legend are not required in order to maintain
         compliance with the Securities Act. Upon consummation of the proposed
         Transfer in accordance with the terms of the Indenture, the transferred
         beneficial interest or Definitive Note will not be subject to the
         restrictions on transfer enumerated in the Private Placement Legend
         printed on the Restricted Global Notes or Restricted Definitive Notes
         and in the Indenture.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Issuer.

                                            ____________________________________
                                                [Insert Name of Transferor]

                                            By: ________________________________
                                                Name:
                                                Title:

                                            Dated: _____________________________

                                       4

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:
                                    [CHECK ONE OF (a) OR (b)]

         (a)      [ ] a beneficial interest in the:

                  (i)      [ ] 144A Global Note (CUSIP _________), or

                  (ii)     [ ] Regulation S Global Note (CUSIP _________), or

                  (iii)    [ ] IAI Global Note (CUSIP ________); or

         (b)      [ ] a Restricted Definitive Note.

2.       After the Transfer the Transferee will hold:

[CHECK ONE]

         (a)      [ ] a beneficial interest in the:

                  (i)      [ ] 144A Global Note (CUSIP ________), or

                  (ii)     [ ] Regulation S Global Note (CUSIP ________), or

                  (iii)    [ ] IAI Global Note (CUSIP ________); or

                  (iv)     [ ] Unrestricted Global Note (CUSIP ________); or

         (b)      [ ] a Restricted Definitive Note; or

         (c)      [ ] an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

                                       5

<PAGE>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Peabody Energy Corporation
701 Market Street
St. Louis, Missouri 63101-1826

US Bank National Association
Goodwin Square
225 Asylum Street, 23rd Floor
EX-CT-SS
Hartford, Connecticut 06103
Attn: Philip J. Kane, Jr
      Vice President

Re: 6 7/8% Notes due 2013

                  Reference is hereby made to the Indenture, dated as of March
21, 2003 (the "INDENTURE"), among Peabody Energy Corporation, as issuer (the
"COMPANY"), the Subsidiary Guarantors and US Bank National Association, as
Trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

                  _____________ (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$_____________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

                  1.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

                  (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Restricted Global Note and pursuant to and in accordance with the United States
Securities Act of 1933, as amended (the "SECURITIES ACT"), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

<PAGE>

                  (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted
Definitive Note is being acquired for the Owner's own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Note and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Unrestricted Definitive
Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

                  (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

                  2.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

                  (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on

                                       2

<PAGE>

transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Note and in the Indenture and the Securities Act.

                  (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest in
the [CIRCLE ONE] 144A Global Note, Regulation S Global Note, IAI Global Note
with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer and (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Definitive Note and pursuant to and in accordance
with the Securities Act, and in compliance with any applicable blue sky
securities laws of any state of the United States. Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the beneficial
interest issued will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the relevant Restricted Global Note and
in the Indenture and the Securities Act.

                                       3

<PAGE>

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                            ____________________________________
                                                [Insert Name of Transferor]

                                            By: ________________________________
                                                Name:
                                                Title:

                                            Dated: _____________________________

                                       4

<PAGE>

                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Peabody Energy Corporation
701 Market Street
St. Louis, Missouri 63101-1826

US Bank National Association
Goodwin Square
225 Asylum Street, 23rd Floor
EX-CT-SS
Hartford, Connecticut 06103
Attn: Philip J. Kane, Jr
      Vice President

Re: 6 7/8% Notes due 2013

                  Reference is hereby made to the Indenture, dated as of March
21, 2003 (the "INDENTURE"), among Peabody Energy Corporation, as issuer (the
"COMPANY"), the Subsidiary Guarantors and US Bank National Association, as
Trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

                  In connection with our proposed purchase of $____________
aggregate principal amount of:

                  (a)      [ ] a beneficial interest in a Global Note, or

                  (b)      [ ] a Definitive Note,

                  we confirm that:

                  1.       We understand that any subsequent transfer of the
Notes or any interest therein is subject to certain restrictions and conditions
set forth in the Indenture and the undersigned agrees to be bound by, and not to
resell, pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "SECURITIES ACT").

                  2.       We understand that the offer and sale of the Notes
have not been registered under the Securities Act, and that the Notes and any
interest therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company

<PAGE>

or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities
Act to a "QUALIFIED INSTITUTIONAL BUYER" (as defined therein), (c) to an
institutional "ACCREDITED INVESTOR" (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
you and to the Company a signed letter substantially in the form of this letter
and, if such transfer is in respect of a principal amount of Notes, at the time
of transfer of less than $250,000, an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such transfer is in compliance with
the Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing the Definitive Note or beneficial interest in a Global Note
from us in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.

                  3.       We understand that, on any proposed resale of the
Notes or beneficial interest therein, we will be required to furnish to you and
the Company such certifications, legal opinions and other information as you and
the Company may reasonably require to confirm that the proposed sale complies
with the foregoing restrictions. We further understand that the Notes purchased
by us will bear a legend to the foregoing effect. We further understand that any
subsequent transfer by us of the Notes or beneficial interest therein acquired
by us must be effected through one of the Placement Agents.

                  4.       We are an institutional "ACCREDITED INVESTOR" (as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act) and have such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of our investment in the Notes,
and we and any accounts for which we are acting are each able to bear the
economic risk of our or its investment.

                  5.       We are acquiring the Notes or beneficial interest
therein purchased by us for our own account or for one or more accounts (each of
which is an institutional "ACCREDITED INVESTOR") as to each of which we exercise
sole investment discretion.

                                       2

<PAGE>

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

                                            ____________________________________
                                                [Insert Name of Transferor]

                                            By: ________________________________
                                                Name:
                                                Title:

Dated: __________________

                                       3

<PAGE>

                                    EXHIBIT E

                    FORM OF NOTATION OF SUBSIDIARY GUARANTEE

                  For value received, each Subsidiary Guarantor (which term
includes any successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and subject
to the provisions in the Indenture dated as of March 21, 2003 (the "INDENTURE")
among Peabody Energy Corporation, the Subsidiary Guarantors listed on Schedule I
thereto and US Bank National Association, as Trustee (the "TRUSTEE"), (a) the
due and punctual payment of the principal of, premium, if any, and interest on
the Notes (as defined in the Indenture), whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue
principal 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 or the Trustee all in accordance with the terms of the Indenture and (b)
in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The obligations of the Subsidiary
Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary
Guarantee and the Indenture are expressly set forth in Article X of the
Indenture and reference is hereby made to the Indenture for the precise terms of
the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and directs the
Trustee, on behalf of such Holder, to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and (c)
appoints the Trustee attorney-in-fact of such Holder for such purpose; provided,
however, that the Indebtedness evidenced by this Subsidiary Guarantee shall
cease to be so subordinated and subject in right of payment upon any defeasance
of this Note in accordance with the provisions of the Indenture.

                                            AFFINITY MINING COMPANY
                                            ARID OPERATIONS INC.
                                            BEAVER DAM COAL COMPANY
                                            BIG RIDGE, INC.
                                            BIG SKY COAL COMPANY
                                            BLACK WALNUT COAL COMPANY
                                            BLUEGRASS COAL COMPANY
                                            CABALLO COAL COMPANY
                                            CHARLES COAL COMPANY
                                            CLEATON COAL COMPANY
                                            COAL PROPERTIES CORP.
                                            COOK MOUNTAIN COAL COMPANY
                                            COTTONWOOD LAND COMPANY
                                            CYPRUS CREEK LAND COMPANY
                                            CYPRUS CREEK LAND RESOURCES, LLC
                                            EACC CAMPS, INC.

<PAGE>

                                            EASTERN ASSOCIATED COAL CORP.
                                            EASTERN ROYALTY CORP.
                                            GALLO FINANCE COMPANY
                                            GOLD FIELDS CHILE, S.A.
                                            GOLD FIELDS MINING CORPORATION
                                            GOLD FIELDS OPERATING CO.-ORTIZ
                                            GRAND EAGLE MINING, INC.
                                            HAYDEN GULCH TERMINAL, INC.
                                            HIGHLAND MINING COMPANY
                                            HILLSIDE MINING COMPANY
                                            INDEPENDENCE MATERIAL HANDLING
                                               COMPANY
                                            INTERIOR HOLDINGS CORP.
                                            JAMES RIVER COAL TERMINAL COMPANY
                                            JARRELL'S BRANCH COAL COMPANY
                                            JUNIPER COAL COMPANY
                                            KAYENTA MOBILE HOME PARK, INC.
                                            LOGAN FORK COAL COMPANY
                                            MARTINKA COAL COMPANY
                                            MIDCO SUPPLY AND EQUIPMENT
                                               CORPORATION
                                            MOUNTAIN VIEW COAL COMPANY
                                            MUSTANG ENERGY COMPANY, L.L.C.
                                            NORTH PAGE COAL CORP.
                                            OHIO COUNTY COAL COMPANY
                                            PEABODY AMERICA, INC.
                                            PEABODY ARCHVEYOR, L.L.C.
                                            PEABODY COALSALES COMPANY
                                            PEABODY COALTRADE, INC.
                                            PEABODY COAL COMPANY
                                            PEABODY DEVELOPMENT COMPANY
                                            PEABODY DEVELOPMENT LAND HOLDINGS,
                                               LLC
                                            PEABODY ENERGY GENERATION HOLDING
                                               COMPANY
                                            PEABODY ENERGY INVESTMENTS, INC.
                                            PEABODY ENERGY SOLUTIONS, INC.
                                            PEABODY HOLDING COMPANY, INC.
                                            PEABODY NATURAL GAS, LLC
                                            PEABODY RECREATIONAL LANDS, L.L.C.
                                            PEABODY SOUTHWESTERN COAL COMPANY
                                            PEABODY TERMINALS, INC.
                                            PEABODY VENEZUELA COAL CORP.

                                       2

<PAGE>

                                            PEABODY-WATERSIDE DEVELOPMENT,
                                               L.L.C.
                                            PEABODY WESTERN COAL COMPANY
                                            PINE RIDGE COAL COMPANY
                                            POND CREEK LAND RESOURCES, LLC
                                            POND RIVER LAND COMPANY
                                            PORCUPINE PRODUCTION, LLC
                                            PORCUPINE TRANSPORTATION, LLC
                                            POWDER RIVER COAL COMPANY
                                            PRAIRIE STATE GENERATING COMPANY,
                                               LLC
                                            RIO ESCONDIDO COAL CORP.
                                            RIVER'S EDGE MINING, INC.
                                            RIVERVIEW TERMINAL COMPANY
                                            SENECA COAL COMPANY
                                            SENTRY MINING COMPANY
                                            SNOWBERRY LAND COMPANY
                                            STAR LAKE ENERGY COMPANY, L.L.C.
                                            STERLING SMOKELESS COAL COMPANY
                                            THOROUGHBRED, L.L.C.
                                            THOROUGHBRED GENERATING COMPANY, LLC
                                            THOROUGHBRED MINING COMPANY, L.L.C.
                                            YANKEETOWN DOCK CORPORATION

                                            By: ________________________________

                                            Name:  Steven F. Schaab
                                            Title: Vice President

                                            COLONY BAY COAL COMPANY
                                            By: Eastern Associated Coal Corp.,
                                                its general partner

                                            By: ________________________________

                                            Name:  Steven F. Schaab
                                            Title: Vice President

                                            By: Charles Coal Company, its
                                                general partner

                                            By: ________________________________

                                       3

<PAGE>

                                            Name:  Steven F. Schaab
                                            Title: Vice President

                                            PATRIOT COAL COMPANY, L.P.

                                            By: Bluegrass Coal Company, its
                                                managing partner

                                            By: ________________________________

                                            Name:  Steven F. Schaab
                                            Title: Vice President

                                            PEABODY NATURAL RESOURCES COMPANY

                                            By: Gold Fields Mining Corporation,
                                                its general partner

                                            By: ________________________________

                                            Name:  Steven F. Schaab
                                            Title: Vice President

                                            By: Peabody America, Inc., its
                                                general partner

                                            By: ________________________________

                                            Name:  Steven F. Schaab
                                            Title: Vice President

                                       4

<PAGE>

                                    EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
               TO BE DELIVERED BY SUBSEQUENT SUBSIDIARY GUARANTORS

                  Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"), dated
as of ________________, among __________________ (the "GUARANTEEING
SUBSIDIARY"), a subsidiary of Peabody Energy Corporation (or its permitted
successor), a Delaware corporation (the "COMPANY"), the Company, the other
Subsidiary Guarantors (as defined in the Indenture referred to herein) and US
Bank National Association, as Trustee under the Indenture referred to below (the
"TRUSTEE").

                               W I T N E S S E T H

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an Indenture (the "INDENTURE"), dated as of March 21, 2003 providing
for the issuance of an unlimited amount of 6 7/8% Notes due 2013 (the "NOTES");

                  WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental Indenture pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the Company's Obligations under the Notes
and the Indenture on the terms and conditions set forth herein (the "SUBSIDIARY
GUARANTEE"); and

                  WHEREAS, pursuant to Section 9.01 of the Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture.

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

                  1.       CAPITALIZED TERMS. Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture.

                  2.       AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary
hereby agrees as follows:

                  (a)      Along with all Subsidiary Guarantors named in the
                           Indenture, to jointly and severally Guarantee to each
                           Holder of a Note authenticated and delivered by the
                           Trustee and to the Trustee and its successors and
                           assigns, irrespective of the validity and
                           enforceability of the Indenture, the Notes or the
                           obligations of the Company hereunder or thereunder,
                           that:

                           (i)      the principal of and interest on the Notes
                                    will be promptly paid in full when due,
                                    whether at maturity, by acceleration,

<PAGE>

                                    redemption or otherwise, and interest on the
                                    overdue principal of and interest on the
                                    Notes, if any, if lawful, and all other
                                    obligations of the Company to the Holders or
                                    the Trustee hereunder or thereunder will be
                                    promptly paid in full or performed, all in
                                    accordance with the terms hereof and
                                    thereof; and

                           (ii)     in case of any extension of time of payment
                                    or renewal of any Notes or any of such other
                                    obligations, that same will be promptly paid
                                    in full when due or performed in accordance
                                    with the terms of the extension or renewal,
                                    whether at stated maturity, by acceleration
                                    or otherwise. Failing payment when due of
                                    any amount so guaranteed or any performance
                                    so guaranteed for whatever reason, the
                                    Subsidiary Guarantors shall be jointly and
                                    severally obligated to pay the same
                                    immediately.

                  (b)      The obligations hereunder shall be unconditional,
                           irrespective of the validity, regularity or
                           enforceability of the Notes or the Indenture, the
                           absence of any action to enforce the same, any waiver
                           or consent by any Holder of the Notes with respect to
                           any provisions hereof or thereof, the recovery of any
                           judgment against the Company, any action to enforce
                           the same or any other circumstance which might
                           otherwise constitute a legal or equitable discharge
                           or defense of a Subsidiary Guarantor.

                  (c)      The following is hereby waived: diligence
                           presentment, demand of payment, filing of claims with
                           a court in the event of insolvency or bankruptcy of
                           the Company, any right to require a proceeding first
                           against the Company, protest, notice and all demands
                           whatsoever.

                  (d)      This Subsidiary Guarantee shall not be discharged
                           except by complete performance of the obligations
                           contained in the Notes and the Indenture.

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

                  (f)      The Guaranteeing Subsidiary shall not be entitled to
                           any right of subrogation in relation to the Holders
                           in respect of any obligations

                                       2

<PAGE>

                           guaranteed hereby until payment in full of all
                           obligations guaranteed hereby.

                  (g)      As between the Subsidiary Guarantors, on the one
                           hand, and the Holders and the Trustee, on the other
                           hand, (x) the maturity of the obligations guaranteed
                           hereby may be accelerated as provided in Article 6 of
                           the Indenture for the purposes of this Subsidiary
                           Guarantee, notwithstanding any stay, injunction or
                           other prohibition preventing such acceleration in
                           respect of the obligations guaranteed hereby, and (y)
                           in the event of any declaration of acceleration of
                           such obligations as provided in Article 6 of the
                           Indenture, such obligations (whether or not due and
                           payable) shall forthwith become due and payable by
                           the Subsidiary Guarantors for the purpose of this
                           Subsidiary Guarantee.

                  (h)      The Subsidiary Guarantors shall have the right to
                           seek contribution from any non-paying Subsidiary
                           Guarantor so long as the exercise of such right does
                           not impair the rights of the Holders under the
                           Subsidiary Guarantee.

                  (i)      Pursuant to Section 10.04 of the Indenture, after
                           giving effect to any maximum amount and any other
                           contingent and fixed liabilities that are relevant
                           under any applicable Bankruptcy or fraudulent
                           conveyance laws, and after giving effect to any
                           collections from, rights to receive contribution from
                           or payments made by or on behalf of any other
                           Subsidiary Guarantor in respect of the obligations of
                           such other Subsidiary Guarantor under Article 10 of
                           the Indenture shall result in the obligations of such
                           Subsidiary Guarantor under its Subsidiary Guarantee
                           not constituting a fraudulent transfer or conveyance.

                  3.       EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary
agrees that the Subsidiary Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Subsidiary Guarantee.

                  4.       GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON
CERTAIN TERMS.

                  (a)      The Guaranteeing Subsidiary may not consolidate with
                           or merge with or into (whether or not such Subsidiary
                           Guarantor is the surviving Person) another
                           corporation, Person or entity whether or not
                           affiliated with such Subsidiary Guarantor unless:

                           (i)      subject to Section 10.04 of the Indenture,
                                    the Person formed by or surviving any such
                                    consolidation or merger (if other than a
                                    Subsidiary Guarantor or the Company)

                                       3

<PAGE>

                                    unconditionally assumes all the obligations
                                    of such Subsidiary Guarantor, pursuant to a
                                    supplemental Indenture in form and substance
                                    reasonably satisfactory to the Trustee,
                                    under the Notes, the Indenture and the
                                    Subsidiary Guarantee on the terms set forth
                                    herein or therein; and

                           (ii)     immediately after giving effect to such
                                    transaction, no Default or Event of Default
                                    exists.

                  (b)      In case of any such consolidation, merger, sale or
                           conveyance and upon the assumption by the successor
                           corporation, by supplemental Indenture, executed and
                           delivered to the Trustee and satisfactory in form to
                           the Trustee, of the Subsidiary Guarantee endorsed
                           upon the Notes and the due and punctual performance
                           of all of the covenants and conditions of the
                           Indenture to be performed by the Subsidiary
                           Guarantor, such successor corporation shall succeed
                           to and be substituted for the Subsidiary Guarantor
                           with the same effect as if it had been named herein
                           as a Subsidiary Guarantor. Such successor corporation
                           thereupon may cause to be signed any or all of the
                           Subsidiary Guarantees to be endorsed upon all of the
                           Notes issuable hereunder which theretofore shall not
                           have been signed by the Company and delivered to the
                           Trustee. All the Subsidiary Guarantees so issued
                           shall in all respects have the same legal rank and
                           benefit under the Indenture as the Subsidiary
                           Guarantees theretofore and thereafter issued in
                           accordance with the terms of the Indenture as though
                           all of such Subsidiary Guarantees had been issued at
                           the date of the execution hereof.

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

                  5.       RELEASES.

                  (a)      In the event of a sale or other disposition of all of
                           the assets of any Subsidiary Guarantor, by way of
                           merger, consolidation or otherwise, or a sale or
                           other disposition of all to the capital stock of any
                           Subsidiary Guarantor, then such Subsidiary Guarantor
                           (in the event of a sale or other disposition, by way
                           of merger, consolidation or otherwise, of all of the
                           capital stock of such Subsidiary Guarantor) or the
                           corporation acquiring the property (in

                                       4

<PAGE>

                           the event of a sale or other disposition of all or
                           substantially all of the assets of such Subsidiary
                           Guarantor) will be released and relieved of any
                           obligations under its Subsidiary Guarantee; provided
                           that the Net Proceeds of such sale or other
                           disposition are applied in accordance with the
                           applicable provisions of the Indenture, including
                           without limitation Section 4.10 of the Indenture.
                           Upon delivery by the Company to the Trustee of an
                           Officer's Certificate and an Opinion of Counsel to
                           the effect that such sale or other disposition was
                           made by the Company in accordance with the provisions
                           of the Indenture, including without limitation
                           Section 4.10 of the Indenture, the Trustee shall
                           execute any documents reasonably required in order to
                           evidence the release of any Subsidiary Guarantor from
                           its obligations under its Subsidiary Guarantee.

                  (b)      Any Subsidiary Guarantor not released from its
                           obligations under its Subsidiary Guarantee shall
                           remain liable for the full amount of principal of and
                           interest on the Notes and for the other obligations
                           of any Subsidiary Guarantor under the Indenture as
                           provided in Article 10 of the Indenture.

                  6.       NO RECOURSE AGAINST OTHERS. No past, present or
future director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the Commission that such a waiver is
against public policy.

                  7.       NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

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

                  9.       EFFECT OF HEADINGS. The Section headings herein are
for convenience only and shall not affect the construction hereof.

                  10.      THE TRUSTEE. The Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.

                                       5

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.

Dated: __________________
                                            [Guaranteeing Subsidiary]

                                            By: ________________________________
                                                Name:
                                                Title:

                                            Peabody Energy Corporation

                                            By: ________________________________
                                                Name:
                                                Title:

                                            [EXISTING SUBSIDIARY NOTE
                                            GUARANTORS]

                                            By: ________________________________
                                                Name:
                                                Title:

                                            US Bank National Association
                                             as Trustee

                                            By: ________________________________
                                                Name:
                                                Title:

                                       6

<PAGE>

                                   Schedule I

                        SCHEDULE OF SUBSIDIARY GUARANTORS

                  The following schedule lists each Subsidiary Guarantor under
the Indenture as of the Issue Date:

 1.      Affinity Mining Company, a West Virginia corporation
 2.      Arid Operations Inc., a Delaware corporation
 3.      Beaver Dam Coal Company, a Delaware corporation
 4.      Big Ridge, Inc., an Illinois corporation
 5.      Big Sky Coal Company, a Delaware corporation
 6.      Black Walnut Coal Company, a Delaware corporation
 7.      Bluegrass Coal Company, a Delaware corporation
 8.      Caballo Coal Company, a Delaware corporation
 9.      Charles Coal Company, a Delaware corporation
10.      Cleaton Coal Company, a Delaware corporation
11.      Coal Properties Corp., a Delaware corporation
12.      Colony Bay Coal Company, a West Virginia general partnership
13.      Cook Mountain Coal Company, a Delaware corporation
14.      Cottonwood Land Company, a Delaware corporation
15.      Cyprus Creek Land Company, a Delaware corporation
16.      Cyprus Creek Land Resources, LLC, a Delaware limited liability company
17.      EACC Camps, Inc., a West Virginia corporation
18.      Eastern Associated Coal Corp., a West Virginia corporation
19.      Eastern Royalty Corp., a Delaware corporation
20.      Gallo Finance Company, a Delaware corporation
21.      Gold Fields Chile, S.A., a Delaware corporation
22.      Gold Fields Mining Corporation, a Delaware corporation
23.      Gold Fields Operating Co.-Ortiz, a Delaware corporation
24.      Grand Eagle Mining, Inc., a Kentucky corporation
25.      Hayden Gulch Terminal, Inc., a Delaware corporation
26.      Highland Mining Company, a Delaware corporation
27.      Hillside Mining Company, a West Virginia corporation
28.      Independence Material Handling Company, a Delaware corporation
29.      Interior Holdings Corp., a Delaware corporation
30.      James River Coal Terminal Company, a Delaware corporation
31.      Jarrell's Branch Coal Company, a Delaware corporation
32.      Juniper Coal Company, a Delaware corporation
33.      Kayenta Mobile Home Park, Inc., a Delaware corporation
34.      Logan Fork Coal Company, a Delaware corporation
35.      Martinka Coal Company, a Delaware corporation
36.      Midco Supply and Equipment Corporation, an Illinois corporation
37.      Mountain View Coal Company, a Delaware corporation
38.      Mustang Energy Company, L.L.C., a Delaware limited liability company
39.      North Page Coal Corp., a West Virginia corporation

<PAGE>

40.      Ohio County Coal Company, a Kentucky corporation
41.      Patriot Coal Company, L.P., a Delaware limited partnership
42.      Peabody America, Inc., a Delaware corporation
43.      Peabody Archveyor, L.L.C., a Delaware limited liability company
44.      Peabody COALSALES Company, a Delaware corporation
45.      Peabody COALTRADE, Inc., a Delaware corporation
46.      Peabody Coal Company, a Delaware corporation
47.      Peabody Development Company, a Delaware corporation
48.      Peabody Development Land Holdings, LLC, a Delaware limited liability
           company
49.      Peabody Energy Generation Holding Company, a Delaware corporation
50.      Peabody Energy Investments, Inc., a Delaware corporation
51.      Peabody Energy Solutions, Inc., a Delaware corporation
52.      Peabody Holding Company, Inc., a New York corporation
53.      Peabody Natural Gas, LLC, a Delaware limited liability company
54.      Peabody Natural Resources Company, a Delaware general partnership
55.      Peabody Recreational Lands, L.L.C., a Delaware limited liability
           company
56.      Peabody Southwestern Coal Company, a Delaware corporation
57.      Peabody Terminals, Inc., a Delaware corporation
58.      Peabody Venezuela Coal Corp., a Delaware corporation
59.      Peabody-Waterside Development, L.L.C., a Delaware limited liability
           company
60.      Peabody Western Coal Company, a Delaware corporation
61.      Pine Ridge Coal Company, a Delaware corporation
62.      Pond Creek Land Resources, LLC, a Delaware limited liability company
63.      Pond River Land Company, a Delaware corporation
64.      Porcupine Production, LLC, a Delaware limited liability company
65.      Porcupine Transportation, LLC, a Delaware limited liability company
66.      Powder River Coal Company, a Delaware corporation
67.      Prairie State Generating Company, LLC, a Delaware limited liability
           company
68.      Rio Escondido Coal Corp., a Delaware corporation
69.      River's Edge Mining, Inc., a Delaware corporation
70.      Riverview Terminal Company, a Delaware corporation
71.      Seneca Coal Company, a Delaware corporation
72.      Sentry Mining Company, a Delaware corporation
73.      Snowberry Land Company, a Delaware corporation
74.      Star Lake Energy Company, L.L.C., a Delaware limited liability company
75.      Sterling Smokeless Coal Company, a West Virginia corporation
76.      Thoroughbred, L.L.C., a Delaware limited liability company
77.      Thoroughbred Generating Company, LLC, a Delaware limited liability
           company
78.      Thoroughbred Mining Company, L.L.C., a Delaware limited liability
           company
79.      Yankeetown Dock Corporation, an Indiana corporation

                                       2

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
                                                             Note
Trust Indenture Act Section                            Indenture Section
<S>                                                    <C>
        310 (a) (1)                                          7.10
        (a) (2)                                              7.10
        (a) (3)                                              N.A.
        (a) (4)                                              N.A.
        (a) (5)                                              7.10
        (i) (b)                                              7.10
       (ii) (c)                                              N.A.
        311 (a)                                              7.11
        (b)                                                  7.11
      (iii) (c)                                              N.A.
        312 (a)                                              2.05
        (b)                                                  12.03
       (iv) (c)                                              12.03
        313 (a)                                              7.06
        (b) (2)                                              7.07
        (v) (c)                                              7.06;
                                                             12.02

       (vi) (d)                                              7.06
        314 (a)                                              4.03;
                                                             12.02

        (c) (1)                                              12.04
        (c) (2)                                              12.04
        (c) (3)                                              N.A.
      (vii) (e)                                              12.05
        (f)                                                  N.A.
        315 (a)                                              7.01
        (b)                                                  7.05,
                                                             12.02

        (A) (c)                                              7.01
        (d)                                                  7.01
        (e)                                                  6.11
  316 (a) (last sentence)                                    2.09
      (a) (1) (A)                                            6.05
      (a) (1) (B)                                            6.04
      (a) (2)                                                N.A.
      (b)                                                    6.07
      (B) (c)                                                2.12
  317 (a) (1)                                                6.08
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                             Note
Trust Indenture Act Section                            Indenture Section
<S>                                                    <C>
          (a) (2)                                            6.09
          (b)                                                2.04
          318 (a)                                            12.01
          (b)                                                N.A.
          (c)                                                12.01
</TABLE>

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

                                       4

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         PAGE
<S>                                                                                                      <C>
ARTICLE I             DEFINITIONS AND INCORPORATION BY REFERENCE.......................................    1

         Section 1.01.         Definitions.............................................................    1

         Section 1.02.         Other Definitions.......................................................   22

         Section 1.03.         Incorporation by Reference of Trust Indenture Act.......................   22

         Section 1.04.         Rules of Construction...................................................   23

ARTICLE II            THE NOTES........................................................................   23

         Section 2.01.         Form and Dating.........................................................   23

         Section 2.02.         Execution and Authentication............................................   24

         Section 2.03.         Registrar and Paying Agent..............................................   25

         Section 2.04.         Paying Agent to Hold Money in Trust.....................................   25

         Section 2.05.         Holder Lists............................................................   26

         Section 2.06.         Transfer and Exchange...................................................   26

         Section 2.07.         Replacement Notes.......................................................   40

         Section 2.08.         Outstanding Notes.......................................................   41

         Section 2.09.         Treasury Notes..........................................................   41

         Section 2.10.         Temporary Notes.........................................................   41

         Section 2.11.         Cancellation............................................................   42

         Section 2.12.         Defaulted Interest......................................................   42

         Section 2.13.         Cusip Numbers...........................................................   42

ARTICLE III           REDEMPTION AND PREPAYMENT........................................................   43

         Section 3.01.         Notices to Note Trustee.................................................   43

         Section 3.02.         Selection of Notes to be Redeemed.......................................   43

         Section 3.03.         Notice of Redemption....................................................   43

         Section 3.04.         Effect of Notice of Redemption..........................................   44

         Section 3.05.         Deposit of Redemption Price.............................................   44

         Section 3.06.         Notes Redeemed in Part..................................................   45

         Section 3.07.         Optional Redemption.....................................................   45

         Section 3.08.         Mandatory Redemption....................................................   46

         Section 3.09.         Offer to Purchase by Application of Excess Proceeds.....................   46
</TABLE>

                                       i

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                         PAGE
<S>                                                                                                      <C>
ARTICLE IV            COVENANTS........................................................................   48

         Section 4.01.         Payment of Notes........................................................   48

         Section 4.02.         Maintenance of Office or Agency.........................................   49

         Section 4.03.         Reports.................................................................   49

         Section 4.04.         Compliance Certificate..................................................   50

         Section 4.05.         Taxes...................................................................   51

         Section 4.06.         Stay, Extension and Usury Laws..........................................   51

         Section 4.07.         Restricted Payments.....................................................   51

         Section 4.08.         Dividend and Other Payment Restrictions Affecting
                               Restricted Subsidiaries.................................................   55

         Section 4.09.         Incurrence of Indebtedness and Issuance of Preferred Stock..............   57

         Section 4.10.         Asset Sales.............................................................   60

         Section 4.11.         Transactions With Affiliates............................................   61

         Section 4.12.         Liens...................................................................   63

         Section 4.13.         Business Activities.....................................................   63

         Section 4.14.         Corporate Existence.....................................................   63

         Section 4.15.         Offer To Repurchase Upon Change of Control Triggering Event.............   63

         Section 4.16.         Additional Subsidiary Guarantees........................................   64

         Section 4.17.         Payments for Consents...................................................   65

         Section 4.18.         Covenant Termination....................................................   65

ARTICLE V             SUCCESSORS.......................................................................   66

         Section 5.01.         Merger, Consolidation or Sale of Assets.................................   66

         Section 5.02.         Successor Corporation Substituted.......................................   67

ARTICLE VI            DEFAULTS AND REMEDIES............................................................   67

         Section 6.01.         Events of Default.......................................................   67

         Section 6.02.         Acceleration............................................................   69

         Section 6.03.         Other Remedies..........................................................   69

         Section 6.04.         Waiver of Past Defaults.................................................   70
</TABLE>

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                         PAGE
<S>                                                                                                      <C>
         Section 6.05.         Control by Majority.....................................................   70

         Section 6.06.         Limitation on Suits.....................................................   70

         Section 6.07.         Rights of Holders of Notes to Receive Payment...........................   71

         Section 6.08.         Collection Suit by Trustee..............................................   71

         Section 6.09.         Trustee May File Proofs of Claim........................................   71

         Section 6.10.         Priorities..............................................................   72

         Section 6.11.         Undertaking for Costs...................................................   72

ARTICLE VII           TRUSTEE..........................................................................   73

         Section 7.01.         Duties of Trustee.......................................................   73

         Section 7.02.         Rights of Trustee.......................................................   74

         Section 7.03.         Individual Rights of Trustee............................................   75

         Section 7.04.         Trustee's Disclaimer....................................................   75

         Section 7.05.         Notice of Defaults......................................................   75

         Section 7.06.         Reports by Trustee to Holders of the Notes..............................   76

         Section 7.07.         Compensation and Indemnity..............................................   76

         Section 7.08.         Replacement of Trustee..................................................   77

         Section 7.09.         Successor Trustee by Merger, etc........................................   78

         Section 7.10.         Eligibility; Disqualification...........................................   78

         Section 7.11.         Preferential Collection of Claims Against Company.......................   78

ARTICLE VIII          LEGAL DEFEASANCE AND COVENANT DEFEASANCE.........................................   79

         Section 8.01.         Option to Effect Legal Defeasance or Covenant Defeasance................   79

         Section 8.02.         Legal Defeasance and Discharge..........................................   79

         Section 8.03.         Covenant Defeasance.....................................................   79

         Section 8.04.         Conditions to Legal or Covenant Defeasance..............................   80

         Section 8.05.         Deposited Money and Government Securities to be Held in
                               Trust; Other Miscellaneous Provisions...................................   81

         Section 8.06.         Repayment to Company....................................................   82

         Section 8.07.         Reinstatement...........................................................   82

ARTICLE IX            AMENDMENT, SUPPLEMENT AND WAIVER.................................................   83
</TABLE>

                                       iii

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                         PAGE
<S>                                                                                                      <C>
         Section 9.01.         Without Consent of Holders of Notes.....................................   83

         Section 9.02.         With Consent of Holders of Notes........................................   84

         Section 9.03.         Compliance with Trust Indenture Act.....................................   85

         Section 9.04.         Revocation and Effect of Consents.......................................   86

         Section 9.05.         Notation on or Exchange of Notes........................................   86

         Section 9.06.         Trustee to Sign Amendments, etc.........................................   86

ARTICLE X             SUBSIDIARY GUARANTEES............................................................   86

         Section 10.01.        Guarantee...............................................................   86

         Section 10.02.        Limitation on Subsidiary Guarantor Liability............................   88

         Section 10.03.        Execution and Delivery of Subsidiary Guarantee..........................   89

         Section 10.04.        Subsidiary Guarantors May Consolidate, etc., on Certain Terms...........   89

         Section 10.05.        Releases Following Sale of Assets.......................................   90

ARTICLE XI            SATISFACTION AND DISCHARGE.......................................................   91

         Section 11.01.        Satisfaction and Discharge..............................................   91

         Section 11.02.        Deposited Money and Government Securities to be
                               Held in Trust; Other Miscellaneous Provisions...........................   92

         Section 11.03.        Repayment to Company....................................................   92

ARTICLE XII           MISCELLANEOUS....................................................................   93

         Section 12.01.        Trust Indenture Act Controls............................................   93

         Section 12.02.        Notices.................................................................   93

         Section 12.03.        Communication by Holders of Notes with Other Holders of Notes...........   94

         Section 12.04.        Certificate and Opinion as to Conditions Precedent......................   94

         Section 12.05.        Statements Required in Certificate or Opinion...........................   95

         Section 12.06.        Rules by Trustee and Agents.............................................   95

         Section 12.07.        No Personal Liability of Directors, Officers, Employees
                               and Stockholders........................................................   95

         Section 12.08.        Governing Law...........................................................   95

         Section 12.09.        No Adverse Interpretation of Other Agreements...........................   96
</TABLE>

                                       iv

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                         PAGE
<S>                                                                                                      <C>
         Section 12.10.        Successors..............................................................   96

         Section 12.11.        Severability............................................................   96

         Section 12.12.        Counterpart Originals...................................................   96

         Section 12.13.        Table of Contents, Headings, etc........................................   96
</TABLE>

                                       v
<PAGE>

EXHIBITS

<TABLE>
<S>               <C>
Exhibit A         FORM OF NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL
                  ACCREDITED INVESTOR
Exhibit E         FORM OF SUBSIDIARY GUARANTEE
Exhibit F         FORM OF SUPPLEMENTAL INDENTURE

SCHEDULES
Schedule I        Schedule of Subsidiary Guarantors
</TABLE>