<PAGE>
                                                                     EXHIBIT 4.2

                           QUALITY DISTRIBUTION, INC.,

                                   AS ISSUER,

                                       AND

                            WILMINGTON TRUST COMPANY,

                                   AS TRUSTEE

                                    INDENTURE

                            DATED AS OF MAY 30, 2002




                   12% JUNIOR SUBORDINATED PIK NOTES DUE 2009
<PAGE>
                              CROSS-REFERENCE TABLE


<TABLE>
<CAPTION>
TIA Section                                                    Indenture Section
-----------                                                    -----------------
<S>                                                            <C>
310(a)(1).................................................            7.10
   (a)(2).................................................            7.10
   (a)(3).................................................            N.A.
   (a)(4).................................................            N.A.
   (a)(5).................................................         7.8; 7.10
   (b)....................................................      7.8; 7.10; 11.2
   (c)....................................................            N.A.
311(a)....................................................            7.11
   (b)....................................................            7.11
   (c)....................................................            N.A.
312(a)....................................................            2.5
   (b)....................................................            11.3
   (c)....................................................            11.3
313(a)....................................................            7.6
   (b)(1).................................................            7.6
   (b)(2).................................................            7.6
   (c)....................................................         7.6; 11.2
   (d)....................................................            7.6
314(a)....................................................       4.6; 4.8; 11.2
   (b)....................................................            N.A.
   (c)(1).................................................      7.2; 11.4; 11.5
   (c)(2).................................................      7.2; 11.4; 11.5
   (c)(3).................................................            N.A.
   (d)....................................................            N.A.
   (e)....................................................            11.5
   (f)....................................................            N.A.
315(a)....................................................           7.1(b)
   (b)....................................................            7.5
   (c)....................................................            7.1
   (d)....................................................        6.5; 7.1(c)
   (e)....................................................            6.11
316(a)(last sentence).....................................            2.9
   (a)(1)(A)..............................................            6.5
   (a)(1)(B)..............................................            6.4
   (a)(2).................................................            9.5
   (b)....................................................            6.7
   (c)....................................................            9.5
317(a)(1).................................................            6.8
   (a)(2).................................................            6.9
   (b)....................................................            2.4
318(a)....................................................            11.1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TIA Section                                                    Indenture Section
-----------                                                    -----------------
<S>                                                            <C>
   (c)....................................................            11.1
</TABLE>

N.A. means Not Applicable

Note: This Cross - Reference Table shall not, for any purpose, be deemed to be a
      part of the Indenture
<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                               Page
<S>                                                                                            <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE........................................      1

1.1        DEFINITIONS......................................................................      1
1.2        INCORPORATION BY REFERENCE OF TIA................................................      9
1.3        RULES OF CONSTRUCTION............................................................      9

ARTICLE II THE SECURITIES...................................................................     10

2.1        FORM AND DATING..................................................................     10
2.2        EXECUTION AND AUTHENTICATION.....................................................     10
2.3        REGISTRAR AND PAYING AGENT.......................................................     11
2.4        PAYING AGENT TO HOLD ASSETS IN TRUST.............................................     12
2.5        HOLDER LISTS.....................................................................     12
2.6        TRANSFER AND EXCHANGE............................................................     12
2.7        REPLACEMENT SECURITIES...........................................................     14
2.8        OUTSTANDING SECURITIES...........................................................     14
2.9        TREASURY SECURITIES..............................................................     14
2.10       TEMPORARY SECURITIES.............................................................     15
2.11       CANCELLATION.....................................................................     15
2.12       DEFAULTED INTEREST...............................................................     15
2.13       CUSIP NUMBER.....................................................................     15
2.14       RESTRICTIVE LEGENDS..............................................................     16
2.15       BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITY........................................     18
2.16       SPECIAL TRANSFER PROVISIONS......................................................     19

ARTICLE III REDEMPTION......................................................................     21

3.1        NOTICES TO TRUSTEE...............................................................     21
3.2        SELECTION OF SECURITIES TO BE REDEEMED...........................................     21
3.3        NOTICE OF REDEMPTION.............................................................     21
3.4        EFFECT OF NOTICE OF REDEMPTION...................................................     22
3.5        DEPOSIT OF REDEMPTION PRICE......................................................     22
3.6        SECURITIES REDEEMED IN PART......................................................     22

ARTICLE IV COVENANTS........................................................................     23

4.1        PAYMENT OF SECURITIES............................................................     23
4.2        MAINTENANCE OF OFFICE OR AGENCY..................................................     23
4.3        CORPORATE EXISTENCE..............................................................     23
4.4        PAYMENT OF TAXES AND OTHER CLAIMS................................................     24
4.5        MAINTENANCE OF PROPERTIES AND INSURANCE..........................................     24
4.6        COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT........................................     24
4.7        COMPLIANCE WITH LAWS.............................................................     25
4.8        REPORTS TO HOLDERS...............................................................     25
4.9        WAIVER OF STAY, EXTENSION OR USURY LAWS..........................................     25
4.10       CHANGE OF CONTROL................................................................     26

ARTICLE V SUCCESSOR CORPORATION.............................................................     28

5.1        MERGER, CONSOLIDATION AND SALE OF ASSETS.........................................     28
5.2        SUCCESSOR CORPORATION SUBSTITUTED................................................     29

ARTICLE VI DEFAULT AND REMEDIES.............................................................     29

6.1        EVENTS OF DEFAULT................................................................     29
6.2        ACCELERATION.....................................................................     30
6.3        OTHER REMEDIES...................................................................     31
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>                                                                                            <C>
6.4        WAIVER OF PAST DEFAULTS..........................................................     31
6.5        CONTROL BY MAJORITY..............................................................     31
6.6        LIMITATION ON SUITS..............................................................     32
6.7        RIGHTS OF HOLDERS TO RECEIVE PAYMENT.............................................     32
6.8        COLLECTION SUIT BY TRUSTEE.......................................................     32
6.9        TRUSTEE MAY FILE PROOFS OF CLAIM.................................................     33
6.10       PRIORITIES.......................................................................     33
6.11       UNDERTAKING FOR COSTS............................................................     34

ARTICLE VII TRUSTEE.........................................................................     34

7.1        DUTIES OF TRUSTEE................................................................     34
7.2        RIGHTS OF TRUSTEE................................................................     35
7.3        INDIVIDUAL RIGHTS OF TRUSTEE.....................................................     36
7.4        TRUSTEE'S DISCLAIMER.............................................................     36
7.5        NOTICE OF DEFAULT................................................................     36
7.6        REPORTS BY TRUSTEE TO HOLDERS....................................................     37
7.7        COMPENSATION AND INDEMNITY.......................................................     37
7.8        REPLACEMENT OF TRUSTEE...........................................................     38
7.9        SUCCESSOR TRUSTEE BY MERGER, ETC.................................................     39
7.10       ELIGIBILITY; DISQUALIFICATION....................................................     39
7.11       PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY................................     39

ARTICLE VIII DISCHARGE OF INDENTURE; DEFEASANCE.............................................     40

8.1        TERMINATION OF THE COMPANY'S OBLIGATIONS.........................................     40
8.2        LEGAL DEFEASANCE AND COVENANT DEFEASANCE.........................................     41
8.3        CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE............................     42
8.4        APPLICATION OF TRUST MONEY.......................................................     43
8.5        REPAYMENT TO THE COMPANY.........................................................     44
8.6        REINSTATEMENT....................................................................     44

ARTICLE IX AMENDMENTS, SUPPLEMENTS AND WAIVERS..............................................     44

9.1        WITHOUT CONSENT OF HOLDERS.......................................................     44
9.2        WITH CONSENT OF HOLDERS..........................................................     45
9.3        EFFECT ON SENIOR DEBT............................................................     46
9.4        COMPLIANCE WITH TIA..............................................................     46
9.5        REVOCATION AND EFFECT OF CONSENTS................................................     46
9.6        NOTATION ON OR EXCHANGE OF SECURITIES............................................     47
9.7        TRUSTEE TO SIGN AMENDMENTS, ETC..................................................     47

ARTICLE X...................................................................................     47

SUBORDINATION OF SECURITIES.................................................................     47

10.1       SECURITIES SUBORDINATED TO SENIOR DEBT...........................................     47
10.2       SUSPENSION OF PAYMENT WHEN SENIOR DEBT IS IN DEFAULT.............................     48
10.3       SECURITIES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR DEBT ON
               DISSOLUTION, LIQUIDATION OR  REORGANIZATION OF COMPANY.......................     49
10.4       PAYMENTS MAY BE PAID PRIOR TO DISSOLUTION........................................     50
10.5       HOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF SENIOR DEBT.....................     50
10.6       OBLIGATIONS OF COMPANY UNCONDITIONAL.............................................     51
10.7       NOTICE TO TRUSTEE................................................................     51
10.8       RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT...................     51
10.9       TRUSTEE'S RELATION TO SENIOR DEBT................................................     52
10.10      SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF COMPANY OR
               HOLDERS OF SENIOR DEBT.......................................................     52
10.11      SECURITYHOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF SECURITIES......     53
10.12      THIS ARTICLE X NOT TO PREVENT EVENTS OF DEFAULT..................................     53
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                                            <C>
10.13      TRUSTEE'S COMPENSATION NOT PREJUDICED............................................     53

ARTICLE XI MISCELLANEOUS....................................................................     53

11.1       TIA CONTROLS.....................................................................     53
11.2       NOTICES..........................................................................     54
11.3       COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.....................................     55
11.4       CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT...............................     55
11.5       STATEMENTS REQUIRED IN CERTIFICATE OR OPINION....................................     55
11.6       RULES BY TRUSTEE, PAYING AGENT, REGISTRAR........................................     56
11.7       LEGAL HOLIDAYS...................................................................     56
11.8       GOVERNING LAW....................................................................     56
11.9       NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS....................................     56
11.10      NO RECOURSE AGAINST OTHERS.......................................................     56
11.11      SUCCESSORS.......................................................................     56
11.12      DUPLICATE ORIGINALS..............................................................     56
11.13      SEVERABILITY.....................................................................     57
</TABLE>

Exhibit A    -    Form of Note
Exhibit B    -    Form of Transfer Certificate for Non-QIB Accredited Investors
Exhibit C    -    Form of Transfer Certificate for Transfers Pursuant to
                  Regulation S

Note: This Table of Contents shall not, for any purpose, be deemed to be part of
      the Indenture


                                      iii
<PAGE>
                                             INDENTURE dated as of May 30, 2002
                                    between Quality Distribution, Inc., a
                                    Florida corporation (the "Company"), as
                                    Issuer, and Wilmington Trust Company, as
                                    Trustee (the "Trustee").

                  The Company has duly authorized the creation of an issue of
12% Junior Subordinated PIK Notes due 2009, and, to provide therefor, the
Company has duly authorized the execution and delivery of this Indenture. All
things necessary to make the Securities, when duly issued and executed by the
Company and authenticated and delivered hereunder, the valid and binding
obligations of the Company and to make this Indenture a valid and binding
agreement of the Company have been done.

                  Each party hereto agrees as follows for the benefit of each
other party and for the equal and ratable benefit of the Holders of the
Securities:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

1.1      DEFINITIONS.

                  "Acceleration Notice" has the meaning set forth in Section
6.2.

                  "Accredited Investor" has the meaning set forth in Section
2.16(a)

                  "Additional Securities" has the meaning set forth in Exhibit
A.

                  "Affiliate" means, with respect to any specified Person, any
other Person who directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have correlative
meanings.

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

                  "Agent Members" has the meaning set forth in Section 2.15(a).

                  "Apollo" means Apollo Management, L.P. and its Affiliates.

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

                  "Board of Directors" means, as to any Person, the board of
directors, board of managers or other similar governing body of such Person or
any duly authorized committee thereof.
<PAGE>
                  "Board Resolution" means, with respect to any Person, a copy
of a resolution certified by the Secretary or an Assistant Secretary of such
Person to have been duly adopted by the Board of Directors of such Person and to
be in full force and effect on the date of such certification, and delivered to
the Trustee.

                  "Business Day" means any day other than a Saturday, Sunday or
any other day on which banking institutions in the City of New York are required
or authorized by law or other governmental action to be closed.

                  "Capitalized Lease Obligation" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and any refinancing
thereof and, for purposes of this definition, the amount of such obligations at
any date shall be the capitalized amount of such obligations at such date,
determined in accordance with GAAP.

                  "Capital Stock" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, including
each class of Common Stock and Preferred Stock of such Person or options to
purchase the same and (ii) with respect to any Person that is not a corporation,
any and all partnership or other equity interests of such Person.

                  "Cash Equivalents" means (i) U.S. dollars, and in the case of
any Subsidiary of the Company organized under the laws of Canada or Mexico,
Canadian dollars or Mexican pesos, and such local currencies held by them from
time to time in the ordinary course of business; (ii) marketable direct
obligations issued by, or unconditionally guaranteed by, the United States
Government or the Canadian Government or issued by any agency thereof and backed
by the full faith and credit of such country, in each case maturing within one
year from the date of acquisition thereof; (iii) marketable direct obligations
issued by any state of the United States of America or any political subdivision
of any such state or any public instrumentality thereof maturing within one year
from the date of acquisition thereof and, at the time of acquisition, having one
of the two highest ratings obtainable from either Standard & Poor's Ratings
Services ("S&P") or Moody's Investors Service, Inc. ("Moody's") or, if S&P and
Moody's cease to exist, any other nationally recognized statistical rating
organization designated by the Board of Directors of the Company; (iv)
commercial paper maturing no more than one year from the date of creation
thereof and, at the time of acquisition, having a rating of at least A-1 from
S&P or at least P-1 from Moody's or if S&P and Moody's cease to exist, the
equivalent from any other nationally recognized statistical rating organization
designated by the Board of Directors of the Company; (v) time deposits,
certificates of deposit or bankers' acceptances maturing within one year from
the date of acquisition thereof issued by any bank organized under the laws of
the United States of America or any state thereof or the District of Columbia or
any foreign jurisdiction having at the date of acquisition thereof combined
capital and surplus of not less than $250.0 million; (vi) repurchase obligations
with a term of not more than seven days for underlying securities of the types
described in clause (ii) above entered into with any bank meeting the
qualifications specified in clause (v) above; (vii) investments in money market
funds which invest substantially all their assets in securities of the types
described in clauses (ii) through (vi) above; and (viii) overnight deposits and
demand deposit accounts (in the respective local currencies) maintained in the
ordinary course of business.


                                       2
<PAGE>
                  "Change of Control" means the occurrence of one or more of the
following events: (i) any sale, lease, exchange or other transfer (whether in
one transaction or a series of related transactions) of all or substantially all
of the assets of the Company to any Person or group of related Persons for
purposes of Section 13(d) of the Exchange Act (a "Group"), together with any
Affiliates thereof (whether or not otherwise in compliance with the provisions
of this Indenture), other than to the Permitted Holders; (ii) the approval by
the holders of Capital Stock of the Company of any plan or proposal for the
liquidation or dissolution of the Company (whether or not otherwise in
compliance with the provisions of this Indenture); (iii) any Person or Group
(other than the Permitted Holders) shall become the owner, directly or
indirectly, beneficially or of record, of shares representing more than 50% of
the aggregate ordinary voting power represented by the issued and outstanding
Capital Stock of the Company; or (iv) the replacement of a majority of the Board
of Directors of the Company over a two-year period from the directors who
constituted the Board of Directors of the Company at the beginning of such
period, and such replacement shall not have been approved by the Permitted
Holders or a vote of at least a majority of the Board of Directors of the
Company then still in office who either were members of such Board of Directors
at the beginning of such period or whose election as a member of such Board of
Directors was previously so approved.

                  "Change of Control Date" has the meaning set forth in Section
4.10(d).

                  "Change of Control Offer" has the meaning set forth in Section
4.10(a).

                  "Change of Control Payment Date" has the meaning set forth in
Section 4.10(a).

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" means, with respect to any Person, any and all
shares, interests or other participations in, and other equivalents (however
designated and whether voting or non-voting) of, such Person's common equity,
whether outstanding on the Issue Date or issued after the Issue Date, including
all series and classes of such common equity.

                  "Company" means the party named as such in this Indenture
until a successor replaces it pursuant to this Indenture and thereafter shall
mean such successor corporation.

                  "Covenant Defeasance" has the meaning set forth in Section
8.2.

                  "Credit Agreement" means the Credit Agreement dated as of June
9, 1998, and amended and restated as of August 28, 1998, among the Company,
Quality Distribution, LLC, Levy Transport, Ltd., the lenders party thereto in
their capacities as lenders thereunder and Credit Suisse First Boston, as
administrative agent, together with the related documents thereto (including,
without limitation, any guarantee agreements and security documents), in each
case as such agreements may be amended (including any amendment and restatement
thereof), supplemented or otherwise modified from time to time, including any
agreement extending the maturity of, refinancing, replacing (whether
contemporaneously or any time thereafter) or otherwise restructuring (including
increasing the amount of available borrowings thereunder or adding Subsidiaries
of the Company as additional and/or replacement borrowers or guarantors
thereunder) all or any portion of the Indebtedness under such agreement or any
successor or replacement agreement and whether by the same or any other agent,
lender or group of lenders.


                                       3
<PAGE>
                  "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect the Company or any Subsidiary of the Company against fluctuations in
currency values.

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

                  "Default" means an event or condition the occurrence of which,
with the lapse of time or the giving of notice or both, would be an Event of
Default.

                  "Depository" shall mean The Depository Trust Company, New
York, New York, or a successor thereto registered under the Exchange Act or
other applicable statute or regulation.

                  "Disqualified Capital Stock" means that portion of any Capital
Stock which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), at the option of the holder
thereof, or upon the happening of any event (other than an event which would
constitute a Change of Control), matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is redeemable at the sole option
of the holder thereof, (except, in each case, upon the occurrence of a Change of
Control), on or prior to the Maturity Date of the Securities; provided that any
class of Capital Stock of such Person that by its terms authorizes such Person
to satisfy its obligations thereunder by delivery of Qualified Capital Stock
shall be deemed not to be Disqualified Capital Stock.

                  "Event of Default" has the meaning set forth in Section 6.1.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto.

                  "Existing Subordinated Notes" means the 10% Senior
Subordinated Notes due 2006 and the Floating Interest Rate Subordinated Term
Securities due 2006 (FIRSTS(SM)), each issued by the Company pursuant to an
Indenture, dated as of June 9, 1998, as supplemented on August 28, 1998 and May
30, 2002, among the Company, the subsidiary guarantors party thereto, and The
Bank of New York, as successor to the corporate trust business of United States
Trust Company of New York, as trustee.

                  "fair market value" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. Fair market value shall be determined by the Board of Directors of
the Company acting reasonably and in good faith and shall be evidenced by a
Board Resolution of the Board of Directors of the Company delivered to the
Trustee.

                  "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 may be approved by a significant segment of
the accounting profession of the United States, which are in effect as of the
Issue Date.


                                       4
<PAGE>
                  "Global Security" shall mean a Security which is executed by
the Company and authenticated and delivered by the Trustee to the Depository or
pursuant to the Depository's instruction, all in accordance with this Indenture
and pursuant to a written order, which shall be registered in the name of the
Depository or its nominee.

                  "Indebtedness" means with respect to any Person, without
duplication, (i) all Obligations of such Person for borrowed money, including,
without limitation, Senior Debt, (ii) all Obligations of such Person evidenced
by bonds, debentures, notes or other similar instruments, (iii) all Capitalized
Lease Obligations of such Person, (iv) all Obligations of such Person issued or
assumed as the deferred purchase price of property, all conditional sale
obligations and all Obligations under any title retention agreement (but
excluding trade accounts payable and other accrued liabilities arising in the
ordinary course of business), (v) all Obligations for the reimbursement of any
obligor on any letter of credit, banker's acceptance or similar credit
transaction, (vi) guarantees and other contingent Obligations in respect of
Indebtedness referred to in clauses (i) through (v) above and clause (viii)
below, (vii) all Obligations of any other Person of the type referred to in
clauses (i) through (vi) which are secured by any Lien on any property or asset
of such Person, the amount of such Obligation being deemed to be the lesser of
the fair market value of such property or asset or the amount of the Obligation
so secured, (viii) all Obligations under Currency Agreements and Interest Swap
Obligations of such Person and (ix) all Disqualified Capital Stock issued by
such Person with the amount of Indebtedness represented by such Disqualified
Capital Stock being equal to the greater of its voluntary or involuntary
liquidation preference and its maximum fixed repurchase price, but excluding
accrued dividends, if any. For purposes hereof, the "maximum fixed repurchase
price" of any Disqualified Capital Stock which does not have a fixed repurchase
price shall be calculated in accordance with the terms of such Disqualified
Capital Stock as if such Disqualified Capital Stock were purchased on any date
on which Indebtedness shall be required to be determined pursuant to this
Indenture, and if such price is based upon, or measured by, the fair market
value of such Disqualified Capital Stock, such fair market value shall be
determined reasonably and in good faith by the Board of Directors of the issuer
of such Disqualified Capital Stock.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time in accordance with the terms hereof.

                  "Initial Notes" means the 12% Junior Subordinated PIK Notes
due 2009 of the Company issued on the Issue Date and authenticated and delivered
under this Indenture pursuant to Section 2.2, together with any Additional
Securities issued with respect thereto.

                  "Interest Payment Date" means the stated maturity of an
installment of interest on the Securities.

                  "Interest Swap Obligations" means the obligations of any
Person pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional


                                       5
<PAGE>
amount and shall include, without limitation, interest rate swaps, caps, floors,
collars and similar agreements.

                  "Issue Date" means May 30, 2002, the date of original issuance
of the Initial Notes.

                  "Legal Defeasance" has the meaning set forth in Section
8.2(b).

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

                  "Maturity Date" means June 15, 2009.

                  "Non-Payment Default" has the meaning set forth in Section
10.2(a).

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

                  "Offering" means the issuance of the Initial Notes in the
exchange offer consummated by the Company on the Issue Date pursuant to the
terms of the Offering Memorandum and Consent Solicitation Statement, dated April
10, 2002, as amended by Supplement No. 1 thereto, dated May 10, 2002.

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

                  "Officers' Certificate" means a certificate signed by two
Officers of the Company.

                  "Opinion of Counsel" means a written opinion from legal
counsel, which opinion and counsel are reasonably acceptable to the Trustee.

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

                  "Payment Default" has the meaning set forth in Section
10.2(a).

                  "Permitted Holders" means Apollo Management, L.P. and its
Affiliates.

                  "Person" means an individual, partnership, limited liability
company, corporation, unincorporated organization, trust or joint venture, or a
governmental agency or political subdivision thereof.

                  "Physical Securities" has the meaning provided in Section 2.1.
Physical Securities are sometimes referred to herein as certificated Securities.


                                       6
<PAGE>
                  "Preferred Stock" of any Person means any Capital Stock of
such Person that has preferential rights to any other Capital Stock of such
Person with respect to dividends or redemptions or upon liquidation.

                  "QIB" means any "qualified institutional buyer" (as defined
under the Securities Act).

                  "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

                  "Record Date" means the applicable record date specified in
the Securities.

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

                  "Redemption Price," when used with respect to any Security to
be redeemed, means the price fixed for such redemption, payable in immediately
available funds, pursuant to this Indenture and the Securities.

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

                  "Representative" means the trustee, agent or representative in
respect of any Senior Debt; provided that if, and for so long as, any Senior
Debt lacks such a representative, then the Representative for such Senior Debt
shall at all times constitute the holders of a majority in outstanding principal
amount of such Senior Debt.

                  "Responsible Officer" means, when used with respect to the
Trustee, any officer in the corporate trust office of the Trustee with direct
responsibility for the administration of this Indenture or to whom any corporate
trust matter is referred because of such officer's knowledge of and familiarity
with the particular subject.

                  "Restricted Security" has the meaning assigned to such term in
Rule 144(a)(3) under the Securities Act; provided that the Trustee shall be
entitled to request and conclusively rely on an Opinion of Counsel with respect
to whether any Security constitutes a Restricted Security.

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

                  "Securities" means the Initial Notes, the Additional
Securities and any other 12% Junior Subordinated PIK Notes due 2009 issued after
the Issue Date in accordance with clause (iii) of the fourth paragraph of
Section 2.2 treated as a single class of securities, as amended or supplemented
from time to time in accordance with the terms hereof, that are issued pursuant
to this Indenture.

                  "Securities Act" means the Securities Act of 1933, as amended,
or any successor statute or statutes thereto.


                                       7
<PAGE>
                  "Securityholder" or "Holder" means the Person in whose name a
Security is registered on the Registrar's books.

                  "Senior Debt" means the principal of, premium, if any, and
interest (including any accrued and unpaid interest accruing subsequent to the
filing of a petition of bankruptcy or other like proceeding at the rate provided
for in the documentation with respect thereto, whether or not such interest is
an allowed claim under applicable law) on any Indebtedness of the Company,
whether outstanding on the Issue Date or thereafter created, incurred or
assumed, unless, in the case of any particular Indebtedness, the instrument
creating or evidencing the same or pursuant to which the same is outstanding
expressly provides that such Indebtedness shall not be senior in right of
payment to the Securities. Without limiting the generality of the foregoing,
"Senior Debt" shall also include the principal of, premium, if any, interest
(including any interest accruing and unpaid subsequent to the filing of a
petition of bankruptcy or other like proceeding at the rate provided for in the
documentation with respect thereto, whether or not such interest is an allowed
claim under applicable law) on, and all other amounts owing by the Company in
respect of, (v) all monetary obligations of every nature of the Company
(including guarantees thereof) under or with respect to the Credit Agreement,
including, without limitation, obligations to pay principal and interest,
reimbursement obligations under letters of credit, fees, expenses and
indemnities, (w) all Interest Swap Obligations (including guarantees thereof),
(x) all obligations under Currency Agreements (including guarantees thereof), in
each case whether outstanding on the Issue Date or thereafter incurred, (y) all
obligations under the Existing Subordinated Notes and (z) Indebtedness to trade
creditors and other amounts incurred in connection with obtaining goods,
materials or services. Notwithstanding the foregoing, "Senior Debt" shall not
include (i) any Indebtedness of the Company to a Subsidiary of the Company, (ii)
Indebtedness to, or guaranteed on behalf of, any, director, officer or employee
of the Company or any, director, officer or employee of any Subsidiary of the
Company (including, without limitation, amounts owed for compensation), (iii)
Indebtedness represented by Disqualified Capital Stock, (iv) any liability for
federal, state, local or other taxes owed or owing by the Company and (v) with
respect to the Company, Indebtedness which, when incurred and without respect to
any election under Section 1111(b) of Title 11, United States Code, is without
recourse to the Company.

                  "Significant Subsidiary", with respect to any Person, means
any Subsidiary of such Person that satisfies the criteria for a "significant
subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the Securities
Act.

                  "Subsidiary", with respect to any Person, means (i) any
corporation of which the outstanding Capital Stock having at least a majority of
the votes entitled to be cast in the election of directors under ordinary
circumstances shall at the time be owned, directly or indirectly, by such Person
or a Subsidiary of such Person or (ii) any other Person of which at least a
majority of the voting interest under ordinary circumstances is at the time,
directly or indirectly, owned by such Person or a Subsidiary of such Person.

                  "Surviving Entity" has the meaning set forth in Section 5.1.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb), as amended, as in effect on the date of the execution of
this Indenture until such time as this


                                       8
<PAGE>
Indenture is qualified under the TIA, and thereafter as in effect on the date on
which this Indenture is qualified under the TIA, except as otherwise provided in
Section 9.4.

                  "Transactions" means the Offering and all of the transaction
contemplated thereby.

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

                  "U.S. Government Obligations" means direct obligations of, and
obligations guaranteed by, the United States of America for the payment of which
the full faith and credit of the United States of America is pledged and which
are not callable or redeemable at the issuer's option.

                  "U.S. Legal Tender" means such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts.

1.2      INCORPORATION BY REFERENCE OF TIA.

                  Whenever this Indenture refers to a provision of the TIA, such
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 Securities.

                  "indenture security holder" means a Holder or a
Securityholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Company or any
other obligor on the Securities.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by Commission
rule and not otherwise defined herein have the meanings assigned to them
therein.

1.3      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;


                                       9
<PAGE>
                  (4)      words in the singular include the plural, and words
in the plural include the singular;

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

                  (6)      "herein," "hereof" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

                                   ARTICLE II

                                 THE SECURITIES

2.1      FORM AND DATING.

                  The Initial Notes, the Additional Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A.
The Securities may have notations, legends or endorsements required by law,
stock exchange rule or usage. The Company and the Trustee shall approve the form
of the Securities and any notation, legend or endorsement on them. Each Security
shall be dated the date of its authentication.

                  The terms and provisions contained in the Securities, annexed
hereto as Exhibit A shall constitute, and are hereby expressly made, a part of
this Indenture and, to the extent applicable, the Company and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.

                  Securities issued in the Offering shall be issued initially in
the form of one or more permanent Global Securities in registered form,
substantially in the form set forth in Exhibit A, deposited with the Trustee, as
custodian for the Depository, duly executed by the Company and authenticated by
the Trustee as hereinafter provided, and shall bear the legends set forth in
Section 2.14. The aggregate principal amount of the Global Securities may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depository, as hereinafter provided.

                  Securities issued in exchange for interests in the Global
Securities pursuant to Section 2.15 may be issued in the form of permanent
certificated Securities in registered form (the "Physical Securities") and shall
bear the first legend set forth in Section 2.14. All Securities offered and sold
in reliance on Regulation S shall remain in the form of a Global Security.

2.2      EXECUTION AND AUTHENTICATION.

                  Two Officers, or an Officer and an Assistant Secretary, shall
sign, or one Officer shall sign and one Officer or an Assistant Secretary (each
of whom shall, in each case, have been duly authorized by all requisite
corporate actions) shall attest to, the Securities for the Company by manual or
facsimile signature.

                  If an Officer whose signature is on a Security was an Officer
at the time of such execution but no longer holds that office at the time the
Trustee authenticates the Security, the Security shall nevertheless be valid.


                                       10
<PAGE>
                  A Security shall not be valid until an authorized signatory of
the Trustee manually signs the certificate of authentication on the Security.
The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.

                  The Trustee shall authenticate (i) Initial Notes for original
issue on the Issue Date in the aggregate principal amount not to exceed
$12,585,000, (ii) the Additional Securities in an unlimited aggregate principal
amount and (iii) one or more series of Notes for original issue after the Issue
Date (such Securities to be substantially in the form of Exhibit A) in an
aggregate principal amount not to exceed $3,815,000, in each case, upon written
orders of the Company in the form of an Officers' Certificate. In addition, each
such Officers' Certificate shall specify the amount of Securities to be
authenticated, the date on which the Securities are to be authenticated, whether
the Securities are to be Initial Notes or Securities issued under clause (iii)
of the preceding sentence and the aggregate principal amount of Securities
outstanding on the date of authentication, and shall further specify the amount
of such Securities to be issued as a Global Security or Physical Securities.
Such Securities shall initially be in the form of one or more Global Securities,
which (i) shall represent, and shall be denominated in an amount equal to the
aggregate principal amount of, the Securities to be issued, (ii) shall be
registered in the name of the Depository for such Global Security or Securities
or its nominee and (iii) shall be delivered by the Trustee to the Depository or
pursuant to the Depository's instruction. The aggregate principal amount of
Securities outstanding at any time is unlimited.

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

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

2.3      REGISTRAR AND PAYING AGENT.

                  The Company shall maintain an office or agency in the Borough
of Manhattan, The City of New York, where (a) Securities may be presented or
surrendered for registration of transfer or for exchange ("Registrar"), (b)
Securities may be presented or surrendered for payment ("Paying Agent") and (c)
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company may also from time to time designate one or
more other offices or agencies where the Securities 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 may act as its own Registrar and Paying Agent except that for the
purposes of Articles III and VIII and Section 4.10, neither the Company nor any
Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company, upon
notice to the Trustee, may have one or more co-Registrars and one or more
additional paying agents reasonably


                                       11
<PAGE>
acceptable to the Trustee. The term "Paying Agent" includes any additional
paying agent. The Company hereby initially appoints the Trustee as Registrar and
Paying Agent until such time as the Trustee has resigned or a successor has been
appointed.

                  The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture, which agreement shall implement
the provisions of this Indenture that relate to such Agent. The Company shall
notify the Trustee, in advance, of the name and address of any such Agent. If
the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act
as such.

2.4      PAYING AGENT TO HOLD ASSETS IN TRUST.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that, subject to Article IV, each Paying Agent shall
hold in trust for the benefit of Holders or the Trustee all assets held by the
Paying Agent for the payment of principal of, or interest on, the Securities
(whether such assets have been distributed to it by the Company or any other
obligor on the Securities), and shall notify the Trustee of any Default or Event
of Default by the Company (or any other obligor on the Securities) in making any
such payment. If the Company or a Subsidiary acts as Paying Agent, it shall
segregate such assets and hold them as a separate trust fund. The Company at any
time may require a Paying Agent to distribute all assets held by it to the
Trustee and account for any assets disbursed and the Trustee may at any time
during the continuance of any payment Default or payment Event of Default, upon
written request to a Paying Agent, require such Paying Agent to distribute all
assets held by it to the Trustee and to account for any assets distributed. Upon
distribution to the Trustee of all assets that shall have been delivered by the
Company to the Paying Agent, the Paying Agent shall have no further liability
for such assets.

2.5      HOLDER LISTS.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee on or 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
Holders, which list may be conclusively relied upon by the Trustee.

2.6      TRANSFER AND EXCHANGE.

(a) Subject to the provisions of Sections 2.14 and 2.15, when Securities are
presented to the Registrar or a co-Registrar with a request to register the
transfer of such Securities or to exchange such Securities for an equal
principal amount of Securities of other authorized denominations, the Registrar
or co-Registrar shall register the transfer or make the exchange as requested if
its requirements for such transaction are met; provided, however, that the
Securities surrendered for registration of transfer or exchange shall be duly
endorsed or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Registrar or co-Registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing. To permit registrations of
transfers and exchanges, the Company shall execute and the


                                       12
<PAGE>
Trustee shall authenticate Securities at the Registrar's or co-Registrar's
request. No service charge shall be made 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
exchanges or transfers pursuant to Sections 2.2, 2.10, 3.6, 4.10 or 9.6). The
Registrar or co-Registrar shall not be required to register the transfer of or
exchange of any Security (i) during a period beginning at the opening of
business 15 days before the mailing of a notice of redemption of Securities and
ending at the close of business on the day of such mailing, (ii) selected for
redemption in whole or in part pursuant to Article III, except the unredeemed
portion of any Security being redeemed in part, and (iii) during a Change of
Control Offer if such Security is tendered pursuant to such Change of Control
Offer and not withdrawn. A Global Security may be transferred, in whole but not
in part, in the manner provided in this Section 2.6(a), only to a nominee of the
Depository for such Global Security, or to the Depository, or a successor
Depository for such Global Security selected or approved by the Company, or to a
nominee of such successor Depository.

                  (b) If at any time the Depository for the Global Security or
Securities notifies the Company that it is unwilling or unable to continue as
Depository for such Global Security or Securities or the Company becomes aware
that the Depository has ceased to be a clearing agency registered under the
Exchange Act, the Company shall appoint a successor Depository with respect to
such Global Security or Securities. If a successor Depository for such Global
Security or Securities has not been appointed within 120 days after the Company
receives such notice or becomes aware of such ineligibility, the Company shall
execute, and the Trustee, upon receipt of an Officers' Certificate for the
authentication and delivery of Securities, shall authenticate and deliver,
Securities in definitive form, in an aggregate principal amount at maturity
equal to the principal amount at maturity of the Global Security representing
such Securities, in exchange for such Global Security. The Company shall
reimburse the Registrar, the Depository and the Trustee for expenses they incur
in documenting such exchanges and issuances of Securities in definitive form.

                  The Company may at any time and in its sole discretion
determine that the Securities shall no longer be represented by such Global
Security or Securities. In such event the Company will execute, and the Trustee,
upon receipt of a written order for the authentication and delivery of
individual Securities in exchange in whole or in part for such Global Security
or Securities, will authenticate and deliver individual Securities in definitive
form in an aggregate principal amount equal to the principal amount of such
Global Security or Securities in exchange for such Global Security or
Securities.

                  In any exchange provided for in any of the preceding two
paragraphs, the Company will execute and the Trustee will authenticate and
deliver individual Securities in definitive registered form in authorized
denominations. Upon the exchange of a Global Security for individual Securities,
such Global Security shall be cancelled by the Trustee. Securities issued in
exchange for a Global Security pursuant to this Section 2.6(b) shall be
registered in such names and in such authorized denominations as the Depository
for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Securities to the Persons in whose names such Securities are so registered.


                                       13
<PAGE>
                  None of the Company, the Trustee, any Paying Agent or the
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

2.7      REPLACEMENT SECURITIES.

                  If a mutilated Security is surrendered to the Trustee or if
the Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Security if the Trustee's requirements are met. If required by the
Trustee or the Company, such Holder must provide an indemnity bond or other
indemnity, sufficient in the judgment of both the Company and the Trustee, to
protect the Company, the Trustee or any Agent from any loss which any of them
may suffer if a Security is replaced. The Company may charge such Holder for its
reasonable out-of-pocket expenses in replacing a Security pursuant to this
Section 2.7, including reasonable fees and expenses of counsel.

                  Every replacement Security is an additional obligation of the
Company.

2.8      OUTSTANDING SECURITIES.

                  Securities outstanding at any time are all the Securities that
have been authenticated by the Trustee except those cancelled by it, those
delivered to it for cancellation and those described in this Section as not
outstanding. A Security does not cease to be outstanding because the Company or
any of its Affiliates holds the Security.

                  If a Security is replaced pursuant to Section 2.7 (other than
a mutilated Security surrendered for replacement), it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser. A mutilated Security ceases to be outstanding
upon surrender of such Security and replacement thereof pursuant to Section 2.7.
If the principal amount of any Security is considered paid under Section 4.1, it
ceases to be outstanding and interest ceases to accrue.

                  If on a Redemption Date or the Maturity Date the Paying Agent
(other than the Company or a Subsidiary) holds U.S. Legal Tender sufficient to
pay all of the principal and interest due on the Securities payable on that
date, then on and after that date such Securities cease to be outstanding and
interest on them ceases to accrue.

2.9      TREASURY SECURITIES.

                  In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company, any of its Subsidiaries or any of their
respective Affiliates shall be disregarded, except that, for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities that a Responsible Officer of the
Trustee knows or has reason to know are so owned shall be disregarded.


                                       14
<PAGE>
2.10     TEMPORARY SECURITIES.

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive Securities
but may have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Securities in exchange for temporary
Securities. Until such exchange, temporary Securities shall be entitled to the
same rights, benefits and privileges as definitive Securities. Notwithstanding
the foregoing, so long as the Securities are represented by a Global Security,
such Global Security may be in typewritten form.

2.11     CANCELLATION.

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment. The Trustee, or at the direction of the Trustee, the
Registrar or the Paying Agent (other than the Company or a Subsidiary), and no
one else, shall cancel and shall dispose of all Securities surrendered for
registration of transfer, exchange, payment or cancellation. Subject to Section
2.7, the Company may not issue new Securities to replace Securities that it has
paid or delivered to the Trustee for cancellation. If the Company shall acquire
any of the Securities, such acquisition shall not operate as a redemption or
satisfaction of the Indebtedness represented by such Securities unless and until
the same are surrendered to the Trustee for cancellation pursuant to this
Section 2.11.

2.12     DEFAULTED INTEREST.

                  If the Company defaults in a payment of interest on the
Securities, it shall, unless the Trustee fixes another record date pursuant to
Section 6.10, pay the defaulted interest, plus (to the extent lawful) any
interest payable on the defaulted interest, in any lawful manner. The Company
may pay the defaulted interest to the Persons who are Holders on a subsequent
special record date, which date shall be the fifteenth day next preceding the
date fixed by the Company for the payment of defaulted interest or the next
succeeding Business Day if such date is not a Business Day. At least 15 days
before any such subsequent special record date, the Company shall mail to each
Holder, with a copy to the Trustee, a notice that states the subsequent special
record date, the payment date and the amount of defaulted interest, and interest
payable on such defaulted interest, if any, to be paid.

2.13     CUSIP NUMBER.

                  The Company in issuing the Securities may use a "CUSIP"
number, and if so, the Trustee shall use the CUSIP number in notices of
redemption or exchange as a convenience to Holders; provided, however, that any
such notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number printed in the notice or on the Securities, and
that reliance may be placed only on the other identification numbers printed on
the Securities. The Company shall promptly notify the Trustee of any change in
the CUSIP numbers.


                                       15
<PAGE>
2.14     RESTRICTIVE LEGENDS.

                  Each Global Security and Physical Security that constitutes a
Restricted Security or is sold in compliance with Regulation S shall bear the
following legend (the "Private Placement Legend") on the face thereof until
after the second anniversary of the later of the Issue Date and the last date on
which the Company or any Affiliate of the Company was the owner of such Security
(or any predecessor security) (or such shorter period of time as permitted by
Rule 144(k) under the Securities Act or any successor provision thereunder) (or
such longer period of time as may be required under the Securities Act or
applicable state securities laws in the opinion of counsel for the Company,
unless otherwise agreed by the Company and the Holder thereof):

         "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U. S. SECURITIES ACT
         OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
         ANY STATE, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE
         UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U. S. PERSONS
         EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
         HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS AN INSTITUTIONAL
         "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(l), (2), (3) OR (7)
         UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR"); (2)
         AGREES THAT IT WILL NOT PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE
         LATER OF THE DATE OF ORIGINAL ISSUANCE OF THIS SECURITY AND THE LAST
         DATE ON WHICH QUALITY DISTRIBUTION, INC. (THE "COMPANY") OR ANY
         AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (THE "RESALE
         RESTRICTION TERMINATION DATE") RESELL OR OTHERWISE TRANSFER THIS
         SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) IN
         THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
         RULE 144A UNDER THE SECURITIES ACT, (C) IN THE UNITED STATES TO AN
         INSTITUTIONAL ACCREDITED INVESTOR THAT IS ACQUIRING THE SECURITY FOR
         ITS OWN ACCOUNT FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
         OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
         SECURITIES ACT PROVIDED THAT PRIOR TO SUCH TRANSFER, THE INSTITUTIONAL
         ACCREDITED INVESTOR FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING
         CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON
         TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED
         FROM THE TRUSTEE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
         TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT; (E)
         PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
         THE SECURITIES ACT (IF AVAILABLE), (F) PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (G) PURSUANT TO ANY
         OTHER


                                       16
<PAGE>
         AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY
         REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY
         OF SUCH ACCOUNT BE AT ALL TIMES WITHIN ITS CONTROL AND TO COMPLIANCE
         WITH APPLICABLE STATE SECURITIES LAWS; AND (3) AGREES THAT IT WILL
         DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
         SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE PROPOSED TRANSFEREE
         IS AN INSTITUTIONAL ACCREDITED INVESTOR OR THE TRANSFER IS MADE
         PURSUANT TO CLAUSES (C), (D), (E) OR (G) ABOVE, THE HOLDER MUST, PRIOR
         TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY, SUCH
         CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM
         MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
         PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE FOREGOING
         RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE
         RESTRICTION TERMINATION DATE."

                  Each Global Security shall also bear the following legend on
the face thereof:

         "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
         DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
         BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH
         NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR NOMINEE OF SUCH
         SUCCESSOR DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
         NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS
         PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
         COMPANY, A NEW YORK CORPORATION ("DTC"), TO QUALITY DISTRIBUTION, INC.
         (THE "COMPANY") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
         PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
         OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., OR TO SUCH OTHER
         ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
         TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
         ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
         CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE


                                       17
<PAGE>
         & CO OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
         TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
         TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION
         2.16 OF THE INDENTURE GOVERNING THIS SECURITY."

2.15     BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITY.

                  (a) Each Global Security initially shall (i) be registered in
the name of the Depository or the nominee of such Depository, (ii) be delivered
to the Trustee as custodian for such Depository and (iii) bear legends as set
forth in Section 2.14.

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

                  (b) Transfers of Global Securities shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in any Global Security may
be transferred or, subject to Section 2.1, exchanged for Physical Securities in
accordance with the rules and procedures of the Depository and the provisions of
Section 2.16. In addition, Physical Securities shall be transferred to all
beneficial owners in exchange for their beneficial interests in any Global
Security if (i) the Depository notifies the Company that it is unwilling or
unable to continue as Depository for the Global Securities and a successor
depositary is not appointed by the Company within 90 days of such notice or (ii)
the Trustee has received a written request from the Company to issue Physical
Securities.

                  (c) In connection with any transfer or exchange of a portion
of the beneficial interest in any Global Security to beneficial owners pursuant
to paragraph (b), the Registrar shall (if one or more Physical Securities are to
be issued) reflect on its books and records the date and a decrease in the
principal amount of such Global Security in an amount equal to the principal
amount of the beneficial interest in such Global Security to be transferred, and
the Company shall execute, and the Trustee shall authenticate and deliver, one
or more Physical Securities of like tenor and amount.

                  (d) In connection with the transfer of an entire Global
Security to beneficial owners pursuant to paragraph (b), such Global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in exchange for its beneficial
interest in such Global Security, an equal aggregate principal amount of
Physical Securities of authorized denominations.


                                       18
<PAGE>
                  (e) Any Physical Security constituting a Restricted Security
delivered in exchange for an interest in a Global Security pursuant to paragraph
(b) or (c) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c)
of Section 2.16, bear the legend regarding transfer restrictions applicable to
the Physical Securities set forth in Section 2.14.

                  (f) The Holder of a Global Security may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

2.16     SPECIAL TRANSFER PROVISIONS.

                  (a) Transfers to Non-QIB Institutional Accredited Investors
and Non-U.S. Persons. The following provisions shall apply with respect to the
registration of any proposed transfer of a Security constituting a Restricted
Security to any institutional accredited investor (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act) (an "Accredited Investor") which is
not a QIB or to any Non-U.S. Person:

                           (i) the Registrar shall register the transfer of any
         Security constituting a Restricted Security, whether or not such
         Security bears the Private Placement Legend, if (x) the transferee
         certifies that it is not an Affiliate of the Company and the requested
         transfer is after the second anniversary of the later of the (a) Issue
         Date and (b) the last date on which the Company or an Affiliate of the
         Company was the owner of such Security (or any predecessor Security) or
         such shorter period of time as permitted by Rule 144(k) under the
         Securities Act or any successor provision thereunder or (y) (1) in the
         case of a transfer to an Accredited Investor which is not a QIB
         (excluding Non-U.S. Persons), the proposed transferee has delivered to
         the Registrar a certificate substantially in the form of Exhibit B
         hereto or (2) in the case of a transfer to a Non-U.S. Person, the
         proposed transferor has delivered to the Registrar a certificate
         substantially in the form of Exhibit C hereto and such other
         information that the Trustee may reasonably request in order to confirm
         that such transaction is being made pursuant to an exemption from or in
         a transaction not subject to the registration requirements of the
         Securities Act; and

                           (ii) if the proposed transferor is an Agent Member
         holding a beneficial interest in the Global Security, the Registrar
         shall register the transfer of any Security constituting a Restricted
         Security, whether or not such Security bears a Private Placement Legend
         upon receipt by the Registrar of (x) the certificate, if any, required
         by paragraph (i) above and (y) instructions given in accordance with
         the Depository's and the Registrar's procedures, whereupon (a) the
         Registrar shall reflect on its books and records the date and (if the
         transfer does not involve a transfer of outstanding Physical
         Securities) a decrease in the principal amount of the applicable Global
         Security in an amount equal to the principal amount of the beneficial
         interest in such Global Security to be transferred, and (b) the Company
         shall execute and the Trustee shall authenticate and deliver one or
         more Physical Securities of like tenor and amount.


                                       19
<PAGE>
                  (b) Transfers to QIBs. The following provisions shall apply
with respect to the registration of any proposed transfer of a Security
constituting a Restricted Security to a QIB (excluding transfers to Non-U.S.
Persons):

                           (i) the Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on the form of Security stating, or has otherwise advised
         the Company and the Registrar in writing, that the sale has been made
         in compliance with the provisions of Rule 144A to a transferee who has
         signed the certification provided for on the form of Security stating,
         or has otherwise advised the Company and the Registrar in writing, that
         it is purchasing the Security for its own account or an account with
         respect to which it exercises sole investment discretion and that it
         and any such account is a QIB within the meaning of Rule 144A, and is
         aware that the sale to it is being made in reliance on Rule 144A and
         acknowledges that it has received such information regarding the
         Company as it has requested pursuant to Rule 144A or has determined not
         to request such information and that it is aware that the transferor is
         relying upon its foregoing representations in order to claim the
         exemption from registration provided by Rule 144A; and

                           (ii) if the proposed transferee is an Agent Member,
         and the Securities to be transferred consist of Physical Securities
         which after transfer are to be evidenced by an interest in a Global
         Security, upon receipt by the Registrar of instructions given in
         accordance with the Depository's and the Registrar's procedures, the
         Registrar shall reflect on its books and records the date and an
         increase in the principal amount of the applicable Global Security in
         an amount equal to the principal amount of the Physical Securities to
         be transferred, and the Trustee shall cancel the Physical Securities so
         transferred.

                  (c) Private Placement Legend. Upon the registration of
transfer, exchange or replacement of Securities not bearing the Private
Placement Legend, the Registrar shall deliver Securities that do not bear the
Private Placement Legend. Upon the registration of transfer, exchange or
replacement of Securities bearing the Private Placement Legend, the Registrar
shall deliver only Securities that bear the Private Placement Legend unless (i)
the circumstance contemplated by paragraph (a)(i)(x) of this Section 2.16 exist
or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably
satisfactory to the Company and the Trustee to the effect that neither such
legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act.

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

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


                                       20
<PAGE>
                                   ARTICLE III

                                   REDEMPTION

3.1      NOTICES TO TRUSTEE.

                  If the Company elects to redeem Securities pursuant to
Paragraph 6 of the Securities, it shall notify the Trustee in writing of the
Redemption Date, the Redemption Price and the principal amount of the applicable
Securities to be redeemed. The Company shall give notice of redemption to the
Paying Agent and Trustee at least 30 days but not more than 60 days before the
Redemption Date (unless a shorter notice shall be agreed to by the Trustee in
writing), together with an Officers' Certificate stating that such redemption
will comply with the conditions contained herein.

3.2      SELECTION OF SECURITIES TO BE REDEEMED.

                  In the event that less than all of the Securities are to be
redeemed at any time, selection of such Securities for redemption will be made
by the Trustee in compliance with the requirements of the principal national
securities exchange, if any, on which such Securities are listed or, if such
Securities are not then listed on a national securities exchange, on a pro rata
basis, by lot or by such method as the Trustee shall deem fair and appropriate;
provided, however, that no Securities of a principal amount of $1,000 or less
shall be redeemed in part.

3.3      NOTICE OF REDEMPTION.

                  At least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail a notice of redemption by first class mail, postage
prepaid, to each Holder whose Securities are to be redeemed at its registered
address. At the Company's request at least 40 days before a Redemption Date
(unless a shorter period shall be acceptable to the Trustee), the Trustee shall
give the notice of redemption in the Company's name and at the Company's
expense. Each notice of redemption shall identify the Securities, including the
applicable CUSIP numbers, to be redeemed and shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price and the amount of accrued interest,
if any, to be paid;

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

                  (4) that Securities called for redemption must be surrendered
to the Paying Agent to collect the Redemption Price plus accrued interest, if
any;

                  (5) that, unless the Company defaults in making the redemption
payment, interest on Securities called for redemption ceases to accrue on and
after the Redemption Date, and the only remaining right of the Holders of such
Securities is to receive payment of the Redemption Price upon surrender to the
Paying Agent of the Securities redeemed;


                                       21
<PAGE>
                  (6) if any Security is being redeemed in part, the portion of
the principal amount of such Security to be redeemed and that, after the
Redemption Date, and upon surrender of such Security, a new Security or
Securities in aggregate principal amount equal to the unredeemed portion thereof
will be issued;

                  (7) if fewer than all the Securities are to be redeemed, the
identification of the particular Securities (or portion thereof) to be redeemed,
as well as the aggregate principal amount of Securities to be redeemed and the
aggregate principal amount of Securities to be outstanding after such partial
redemption; and

                  (8) the paragraph of the Securities pursuant to which the
Securities are to be redeemed.

                  The notice, if mailed in a manner herein provided, shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any Security designated for redemption in whole or
in part shall not affect the validity of the proceedings for the redemption of
any other Security.

3.4      EFFECT OF NOTICE OF REDEMPTION.

                  Once notice of redemption is mailed in accordance with Section
3.3, Securities called for redemption become due and payable on the Redemption
Date and at the Redemption Price plus accrued interest, if any. Upon surrender
to the Trustee or Paying Agent, such Securities called for redemption shall be
paid at the Redemption Price (which shall include accrued interest thereon to
the Redemption Date), but installments of interest, the maturity of which is on
or prior to the Redemption Date, shall be payable to Holders of record at the
close of business on the relevant Record Dates.

3.5      DEPOSIT OF REDEMPTION PRICE.

                  On or before 11:00 a.m. New York time on the Redemption Date,
the Company shall deposit with the Paying Agent U.S. Legal Tender sufficient to
pay the Redemption Price plus accrued interest, if any, of all Securities to be
redeemed on that date.

                  If the Company complies with the preceding paragraph, then,
unless the Company defaults in the payment of such Redemption Price plus accrued
interest, if any, interest on the Securities to be redeemed will cease to accrue
on and after such Redemption Date, whether or not such Securities are presented
for payment.

3.6      SECURITIES REDEEMED IN PART.

                  Upon surrender of a Security that is to be redeemed in part
only, the Trustee shall upon written instruction from the Company authenticate
for the Holder a new Security or Securities in a principal amount equal to the
unredeemed portion of the Security surrendered.


                                       22
<PAGE>
                                   ARTICLE IV

                                    COVENANTS

4.1      PAYMENT OF SECURITIES.

                  The Company shall pay the principal of and interest on the
Securities in the manner provided in the Securities. An installment of principal
of or interest on the Securities shall be considered paid on the date it is due
if the Trustee or Paying Agent holds on that date U.S. Legal Tender or, in the
case of an installment of interest payable in Additional Securities, Additional
Securities designated for and sufficient to pay the installment (upon issuance
of such Additional Securities, whether or not physically issued). Interest on
the Securities will be computed on the basis of a 360-day year comprised of
twelve 30-day months.

                  On June 15, 2002, the Company shall pay all interest on those
Existing Subordinated Notes that have been exchanged for Initial Notes in the
Offering in an amount equal to the accrued and unpaid interest on such Existing
Subordinated Notes from December 15, 2001 to the Issue Date. Such interest shall
be paid to the Persons who were the registered holders of such Existing
Subordinated Notes at the close of business on the business day immediately
preceding the Issue Date.

4.2      MAINTENANCE OF OFFICE OR AGENCY.

                  The Company shall maintain in the Borough of Manhattan, The
City of New York, the office or agency required under Section 2.3. 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 address of the Trustee set forth in Section
11.2.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations. The Company will 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 initially designates the Corporate Trust
Office of the Trustee located in the Borough of Manhattan, The City of New York,
as such office of the Company in accordance with Section 2.3.

4.3      CORPORATE EXISTENCE.

                  Except as otherwise permitted by Article V, the Company shall
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence and the corporate, partnership or other
existence of each of its Subsidiaries in accordance with the respective
organizational documents of each such Subsidiary and the rights (charter and
statutory) and material franchises of the Company and each of its Subsidiaries;
provided, however, that the Company shall not be required to preserve any such
right, franchise or


                                       23
<PAGE>
corporate existence with respect to each such Subsidiary if the Board of
Directors of the Company shall determine that the loss thereof is not, and will
not be, adverse in any material respect to the Holders.

4.4      PAYMENT OF TAXES AND OTHER CLAIMS.

                  The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all material taxes,
assessments and governmental charges levied or imposed upon it or any of its
Subsidiaries or upon the income, profits or property of it or any of its
Subsidiaries and (b) all lawful claims for labor, materials and supplies which,
in each case, if unpaid, might by law become a material liability or Lien upon
the property of it or any of its Subsidiaries; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, (i) the
applicability or validity is being contested in good faith by appropriate
proceedings and for which appropriate provision has been made or (ii) where the
failure to effect such payment or discharge is not adverse in any material
respect to the Holders.

4.5      MAINTENANCE OF PROPERTIES AND INSURANCE.

                  (a) The Company shall cause all material properties owned by
or leased by it or any of its Subsidiaries used or useful to the conduct of its
business or the business of any of its Subsidiaries, taken as a whole, to be
maintained and kept in normal condition, repair and working order (ordinary wear
and tear and damage by casualty excepted) and supplied with all necessary
equipment and shall cause to be made all repairs, renewals, replacements, and
betterments thereof, all as in its judgment may be necessary, so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section 4.5
shall prevent the Company or any of its Subsidiaries from discontinuing the use,
operation or maintenance of any of such properties, or disposing of any of them,
if such discontinuance or disposal is, in the judgment of the Board of Directors
or Managers of the Company or any such Subsidiary desirable in the conduct of
the business of the Company or any such Subsidiary; provided, further, that
nothing in this Section 4.5 shall prevent the Company or any of its Subsidiaries
from discontinuing or disposing of any properties to the extent otherwise
permitted by this Indenture.

                  (b) The Company shall maintain, and shall cause its
Subsidiaries to maintain, insurance with responsible carriers against such risks
and in such amounts, and with such deductibles, retentions, self-insured amounts
and co-insurance provisions, as are, in the Company's reasonable judgment,
customarily carried by similar businesses of similar size, including property
and casualty loss, workers' compensation and interruption of business insurance.

4.6      COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT.

                  (a) The Company shall deliver to the Trustee, within 120 days
after the close of each fiscal year of the Company (currently December 31) an
Officers' Certificate stating that a review of the activities of the Company has
been made under the supervision of the signing officers with a view to
determining whether it has kept, observed, performed and fulfilled its


                                       24
<PAGE>
obligations under this Indenture and further stating, as to each such Officer
signing such certificate, that to the best of his knowledge the Company during
such preceding fiscal year has kept, observed, performed and fulfilled each and
every such covenant and no Default or Event of Default occurred during such year
and at the date of such certificate there is no Default or Event of Default that
has occurred and is continuing or, if such signers do know of such Default or
Event of Default, the certificate shall describe its status with particularity.
The applicable Officers' Certificate shall also notify the Trustee should the
Company elect to change the manner in which it fixes its fiscal year end.

                  (b) The Company shall deliver to the Trustee, forthwith upon
becoming aware of any Default or Event of Default in the performance of any
covenant, agreement or condition contained in this Indenture, an Officers'
Certificate specifying the Default or Event of Default and describing its status
with particularity.

4.7      COMPLIANCE WITH LAWS.

                  The Company shall comply, and shall cause each of its
Subsidiaries to comply, with all applicable statutes, rules, regulations, orders
and restrictions of the United States, all states and municipalities thereof,
and of any governmental department, commission, board, regulatory authority,
bureau, agency and instrumentality of the foregoing, in respect of the conduct
of their respective businesses and the ownership of their respective properties,
except for such noncompliances as would not in the aggregate have a material
adverse effect on the financial condition or results of operations of the
Company and its Subsidiaries taken as a whole.

4.8      REPORTS TO HOLDERS.

                  The Company has agreed that, for so long as any of the
Securities remain outstanding, it will furnish to the Holders and to prospective
Holders, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act. Following the qualification of this
Indenture under the TIA, the Company will also comply with the other provisions
of TIA Section 314(a).

4.9      WAIVER OF STAY, EXTENSION OR USURY LAWS.

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law that would prohibit or forgive the Company from paying
all or any portion of the principal of and/or interest on the Securities as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture, and (to the
extent that it may lawfully do so) the Company expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.


                                       25
<PAGE>
4.10     CHANGE OF CONTROL.

                  (a) Upon the occurrence of a Change of Control, the Company
shall be obligated to make an offer to purchase (the "Change of Control Offer"),
and shall purchase, on a Business Day (the "Change of Control Payment Date") as
described below, all of the then outstanding Securities at a purchase price
equal to the following redemption prices, expressed as percentages, of the
principal amount of Securities repurchased, if redeemed during the twelve month
period commencing December 15 of the years set forth below, plus, in each case,
accrued and unpaid interest thereon, if any, (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date) to the Change of Control Payment Date:

<TABLE>
<CAPTION>
Year                                                        Percentage
<S>                                                         <C>
2001....................................................     109.00%
2002 ...................................................     109.00%
2003 ...................................................     107.50%
2004....................................................     106.00%
2005....................................................     104.50%
2006....................................................     103.00%
2007 ...................................................     101.50%
2008 and thereafter.....................................     100.00%
</TABLE>


                  (b) The Change of Control Offer shall remain open for at
least 20 Business Days and until the close of business on the Change of Control
Payment Date.

                  (c) Prior to the mailing of the notice referred to below, but
in any event within 45 days following any Change of Control, the Company
covenants to (i) prepay in full and terminate all commitments under Indebtedness
under the Credit Agreement and all other Senior Debt the terms of which require
repayment upon a Change of Control or offer to repay in full and terminate all
commitments under all Indebtedness under the Credit Agreement and all other such
Senior Debt and to repay the Indebtedness owed to each lender which has accepted
such offer; or (ii) obtain the requisite consents under the Credit Agreement and
all other Senior Debt to permit the repurchase of the Securities as provided in
this Section 4.10. The Company shall first comply with the covenant in the
immediately preceding sentence before it shall be required to repurchase
Securities pursuant to a Change of Control Offer. The Company's failure to
comply with the covenant described in the second preceding sentence (and any
failure to send the notice referred to in clause (d) below as a result of the
prohibition in this paragraph) may (with notice and lapse of time) constitute an
Event of Default described in clause (c) of Section 6.1, but shall not
constitute an Event of Default described in clause (b) of Section 6.1.

                  (d) Within 45 days following the date upon which a Change of
Control occurs (the "Change of Control Date"), the Company shall send, by first
class mail, a notice to each Holder, with a copy to the Trustee, which notice
shall govern the terms of the Change of Control Offer. The notice to the Holders
shall contain all instructions and materials necessary to enable


                                       26
<PAGE>
such Holders to tender Securities pursuant to the Change of Control Offer. Such
notice shall state:

                                    (1) that the Change of Control Offer is
                           being made pursuant to this Section 4.10 and that all
                           Securities tendered and not withdrawn will be
                           accepted for payment;

                                    (2) the purchase price (including the amount
                           of accrued interest) and the Change of Control
                           Payment Date, which shall be a Business Day, that is
                           not earlier than 45 days or later than 90 days from
                           the date such notice is mailed;

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

                                    (4) that, unless the Company defaults in
                           making payment therefor, any Security accepted for
                           payment pursuant to the Change of Control Offer shall
                           cease to accrue interest after the Change of Control
                           Payment Date;

                                    (5) that Holders electing to have a Security
                           purchased pursuant to a Change of Control Offer will
                           be required to surrender the Security, with the form
                           entitled "Option of Holder to Elect Purchase" on the
                           reverse of the Security completed, to the Paying
                           Agent at the address specified in the notice prior to
                           the close of business on the third Business Day prior
                           to the Change of Control Payment Date;

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

                                    (7) that Holders whose Securities are
                           purchased only in part will be issued new Securities
                           in a principal amount equal to the unpurchased
                           portion of the Securities surrendered; and

                                    (8) the circumstances and relevant facts
                           regarding such Change of Control.

                  On or before the Change of Control Payment Date, the Company
shall (i) accept for payment Securities or portions thereof tendered pursuant to
the Change of Control Offer, (ii) deposit with the Paying Agent U.S. Legal
Tender sufficient to pay the purchase price plus accrued interest, if any, of
all Securities so tendered and (iii) deliver to the Trustee Securities so
accepted together with an Officers' Certificate stating the Securities or
portions thereof being purchased by the Company. The Paying Agent shall promptly
mail to the Holders of Securities


                                       27
<PAGE>
so accepted payment in an amount equal to the purchase price plus accrued
interest, if any, and upon written order of the Company the Trustee shall
promptly authenticate and mail to such Holders new Securities equal in principal
amount to any unpurchased portion of the Securities surrendered. Any Securities
not so accepted shall be promptly mailed by the Company to the Holder thereof.
For purposes of this Section 4.10, the Trustee shall act as the Paying Agent.

                  Any amounts remaining with the Paying Agent after the purchase
of Securities pursuant to a Change of Control Offer shall be returned by the
Trustee to the Company.

                  The Company shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of Securities pursuant to a Change of Control Offer. To the extent
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.10, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.10 by virtue thereof.


                                   ARTICLE V

                              SUCCESSOR CORPORATION

5.1      MERGER, CONSOLIDATION AND SALE OF ASSETS.

                  (a) The Company shall not, in a single transaction or series
of related transactions, consolidate or merge with or into any Person, or sell,
assign, transfer, lease, convey or otherwise dispose of (or cause or permit any
Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise
dispose of) all or substantially all of the Company's assets (determined on a
consolidated basis), whether as an entirety or substantially as an entirety to
any Person unless: (i) either (1) the Company shall be the surviving
corporation, partnership, trust or limited liability company or (2) the Person
(if other than the Company) formed by or surviving any such consolidation or
merger or to which such sale, assignment, transfer, lease, conveyance or other
disposition (the "Surviving Entity") shall have been made (x) shall be a
corporation, partnership, trust or limited liability company organized and
existing under the laws of the United States, any state thereof or the District
of Columbia and (y) shall expressly assume, by supplemental indenture (in form
and substance reasonably satisfactory to the Trustee), executed and delivered to
the Trustee, the due and punctual payment of the principal of, and premium, if
any, and interest on all of the Securities and the performance of every covenant
of the Securities and this Indenture on the part of the Company to be performed
or observed; (ii) immediately before and immediately after giving effect to such
transaction no Default or Event of Default shall have occurred or be continuing;
and (iii) the Company or the Surviving Entity, as the case may be, shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that (x) such consolidation, merger, sale, assignment, transfer,
lease, conveyance or other disposition and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture comply
with the applicable provisions of this Indenture and (y) all conditions
precedent in this Indenture relating to such transaction have been satisfied.


                                       28
<PAGE>
                  Notwithstanding the foregoing, (i) the merger of the Company
with an Affiliate incorporated solely for the purpose of reincorporating the
Company in another jurisdiction shall be permitted and (ii) the merger of any
Subsidiary of the Company into the Company or the transfer, lease, conveyance or
other disposition of all or substantially all of the assets of a Subsidiary of
the Company to the Company shall be permitted so long as the Company delivers to
the Trustee an Officers' Certificate stating that such consolidation, merger,
sale, assignment, transfer, lease, conveyance or other disposition complies with
the applicable provisions of the Indenture, and that the purpose of such merger,
transfer, lease, conveyance or other disposition is not to consummate a
transaction that would otherwise be prohibited by this Indenture.

                  (b) For purposes of the foregoing paragraph (a), the transfer
(by lease, assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Subsidiaries of the Company the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.

5.2      SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation, combination or merger or any transfer
of all or substantially all of the assets of the Company in accordance with
Section 5.1 in which the Company is not the continuing corporation, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, lease or transfer is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture and the Securities, with the same effect as if such
Surviving Entity had been named as such.

                                   ARTICLE VI

                              DEFAULT AND REMEDIES

6.1      EVENTS OF DEFAULT.

                  Each of the following shall be an "Event of Default":

                  (a) the failure to pay interest on any Securities when the
same becomes due and payable and the default continues for a period of 30 days,
whether or not such payment shall be prohibited by Article X;

                  (b) the failure to pay the principal on any Securities, when
such principal becomes due and payable, at maturity, upon repurchase, redemption
or otherwise (including the failure to make a payment to repurchase Securities
tendered pursuant to a Change of Control Offer of the principal of the
Securities) (whether or not such payment shall be prohibited by Article X);

                  (c) failure by the Company to observe or perform any other
covenant or agreement contained in this Indenture, which failure continues for a
period of 60 days after the Company receives written notice specifying such
failure (and demanding that such failure be


                                       29
<PAGE>
remedied) from the Trustee or from the Holders of at least 25% of the
outstanding principal amount of the Securities;

                  (d) the Company or any of its Significant Subsidiaries (i)
commences a voluntary case or proceeding under any Bankruptcy Law with respect
to itself, (ii) consents to the entry of a judgment, decree or order for relief
against it in an involuntary case or proceeding under any Bankruptcy Law, (iii)
consents to the appointment of a custodian of it or for substantially all of its
property, (iv) consents to or acquiesces in the institution of a bankruptcy or
an insolvency proceeding against it, (v) makes a general assignment for the
benefit of its creditors or (vi) takes any corporate action to authorize or
effect any of the foregoing; or

                  (e) a court of competent jurisdiction enters a judgment,
decree or order for relief in respect of the Company or any of its Significant
Subsidiaries in an involuntary case or proceeding under any Bankruptcy Law,
which shall (i) approve as properly filed a petition seeking reorganization,
arrangement, adjustment or composition in respect of the Company or any of its
Significant Subsidiaries, (ii) appoint a Custodian of the Company or any of its
Significant Subsidiaries or for substantially all of any of its property or
(iii) order the winding-up or liquidation of its affairs; and such judgment,
decree or order shall remain unstayed and in effect for a period of 60
consecutive days.

                  If, pursuant to clause (c) above, the Holders of at least 25%
of the then outstanding principal amount of Securities notify the Company as
specified in such clause, such Holders shall similarly notify the Trustee. Any
notice given pursuant to clause (c) above or the immediately preceding sentence
shall be given by registered or certified mail, return receipt requested.

6.2      ACCELERATION.

                  If an Event of Default (other than an Event of Default
specified in clause (d) or (e) of Section 6.1 above with respect to the Company)
shall occur and be continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Securities may (subject to the next
paragraph) declare the principal of and accrued interest on all the Securities
to be due and payable by notice in writing to the Company (and the Trustee if
given by the Holders) specifying the respective Event of Default and that it is
a "notice of acceleration" (the "Acceleration Notice"). If an Event of Default
specified in clause (d) or (e) of Section 6.1 above with respect to the Company
occurs and is continuing, then all unpaid principal of, and premium, if any, and
accrued and unpaid interest on all of the outstanding Securities shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder.

                  Notwithstanding anything to the contrary in the preceding
paragraph or elsewhere in this Indenture, so long as any Senior Debt is
outstanding, no Holder shall take, sue for, ask or demand from the Company
payment or prepayment of, or accelerate the maturity of, all or any of the
Securities, or commence or join with any creditor, other than the holders of
Senior Debt, in commencing directly or indirectly, or causing the Company to
commence, or assisting the Company to commence, any bankruptcy or insolvency
proceeding.


                                       30
<PAGE>
                  At any time after a declaration of acceleration with respect
to the Securities as described in the preceding paragraph, the Holders of a
majority in principal amount of the Securities may rescind and cancel such
declaration and its consequences (i) if the rescission would not conflict with
any judgment or decree, (ii) if all existing Events of Default have been cured
or waived except nonpayment of principal or interest that has become due solely
because of the acceleration, (iii) to the extent the payment of such interest is
lawful, interest on overdue installments of interest and overdue principal,
which has become due otherwise than by such declaration of acceleration, has
been paid, (iv) if the Company has paid the Trustee its reasonable compensation
and reimbursed the Trustee for its expenses, disbursements and advances, and any
other amounts due to the Trustee under Section 7.7 and (v) in the event of the
cure or waiver of an Event of Default of the type described in clause (d) or (e)
of Section 6.1, the Trustee shall have received an Officers' Certificate and an
Opinion of Counsel that such Event of Default has been cured or waived. No such
rescission shall affect any subsequent Default or Event of Default or impair any
right consequent thereto.

6.3      OTHER REMEDIES.

                  If an Event of Default occurs and is continuing, the Trustee
may (subject to the second paragraph of Section 6.2) pursue any available remedy
by proceeding at law or in equity to collect the payment of principal of or
interest on the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

6.4      WAIVER OF PAST DEFAULTS.

                  Subject to Sections 2.9, 6.7 and 9.2, the Holders of not less
than a majority in principal amount of the then outstanding Securities by notice
to the Trustee may waive an existing Default or Event of Default and its
consequences, except a Default or Event of Default in the payment of principal
of or interest on any Security as specified in clauses (a) and (b) of Section
6.1. The Company shall deliver to the Trustee an Officers' Certificate stating
that the requisite percentage of Holders have consented to such waiver and
attaching copies of such consents. When a Default or Event of Default is waived,
it is cured and ceases.

6.5      CONTROL BY MAJORITY.

                  The Holders of not less than a majority in principal amount of
the outstanding Securities may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on it. Subject to Section 7.1, however, the Trustee may
refuse to follow any direction that conflicts with any law or this Indenture,
that the Trustee determines may be unduly prejudicial to the rights of another
Securityholder, or that may involve the Trustee in personal liability; provided
that the Trustee


                                       31
<PAGE>
may take any other action deemed proper by the Trustee which is not inconsistent
with such direction.

                  In the event the Trustee takes any action or follows any
direction pursuant to this Indenture, the Trustee shall be entitled to
reasonable indemnification satisfactory to it in its sole discretion against any
loss or expense caused by taking such action or following such direction.

6.6      LIMITATION ON SUITS.

                  A Securityholder may not pursue any remedy with respect to
this Indenture or the Securities unless:

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

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

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

                                    (4) the Trustee does not comply with the
                           request within 45 days after receipt of the request
                           and the offer and, if requested, the provision of
                           indemnity; and

                                    (5) during such 45-day period the Holder or
                           Holders of a majority in principal amount of the
                           outstanding Securities do not give the Trustee a
                           direction which, in the opinion of the Trustee, is
                           inconsistent with the request.

                  A Securityholder may not use this Indenture to prejudice the
rights of another Securityholder or to obtain a preference or priority over such
other Securityholder.

6.7      RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of principal of and interest on a
Security, on or after the respective due dates expressed in such Security, 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 the Holder.

6.8      COLLECTION SUIT BY TRUSTEE.

                  If an Event of Default in payment of principal or interest
specified in clause (a) or (b) of Section 6.1 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company or any other obligor on the Securities for the whole amount
of principal and accrued interest and fees remaining unpaid, together with


                                       32
<PAGE>
interest on overdue principal and, to the extent that payment of such interest
is lawful, interest on overdue installments of interest, in each case at the
rate per annum borne by the Securities 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, and any other amounts due to the Trustee under Section
7.7.

6.9      TRUSTEE MAY FILE PROOFS OF CLAIM.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due to the Trustee under Section 7.7) and the Securityholders allowed in
any judicial proceedings relating to the Company, its creditors or its property
and shall be entitled and empowered to collect and receive any monies or other
property payable or deliverable on any such claims and to distribute the same,
and any Custodian in any such judicial proceedings is hereby authorized by each
Securityholder 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
Securityholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of
any Holder thereof, or to authorize the Trustee to vote in respect of the claim
of any Securityholder in any such proceeding.

6.10     PRIORITIES.

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

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

                  Second: subject to Article X, to Holders for interest accrued
on the Securities, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for interest;

                  Third: subject to Article X, to Holders for principal amounts
due and unpaid on the Securities, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Securities for principal;
and

                  Fourth: to the Company.

                  The Trustee, upon prior notice to the Company, may fix a
record date and payment date for any payment to Securityholders pursuant to this
Section 6.10.


                                       33
<PAGE>
6.11     UNDERTAKING FOR COSTS.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.7, or a suit by a Holder or Holders of more than
10% in principal amount of the outstanding Securities.

                                  ARTICLE VII

                                     TRUSTEE

7.1      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 their 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:

                                    (1) The Trustee need perform only those
                           duties as are specifically set forth herein or in the
                           TIA and no duties, covenants, responsibilities or
                           obligations shall be implied in this Indenture
                           against the Trustee.

                                    (2) In the absence of bad faith on its part,
                           the Trustee may conclusively rely, as to the truth of
                           the statements and the correctness of the opinions
                           expressed therein, upon certificates (including
                           Officers' Certificates) or opinions (including
                           Opinions of Counsel) 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) Notwithstanding anything to the contrary herein, the
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

                                    (1) This paragraph does not limit the effect
                           of paragraph (b) of this Section 7.1.

                                    (2) 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.


                                       34
<PAGE>
                                    (3) The Trustee shall not be liable with
                           respect to any action it takes or omits to take in
                           good faith in accordance with a direction received by
                           it pursuant to Section 6.5.

                  (d) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or to take or omit to take any
action under this Indenture or take any action at the request or direction of
Holders if it shall have reasonable grounds for believing that repayment of such
funds is not assured to it.

                  (e) Every provision of this Indenture that in any way relates
to the Trustee is subject to this Section 7.1.

                  (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.

                  (g) In the absence of bad faith, negligence or willful
misconduct on the part of the Trustee, the Trustee shall not be responsible for
the application of any money by any Paying Agent other than the Trustee.

7.2      RIGHTS OF TRUSTEE.

                  Subject to Section 7.1:

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

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate and an Opinion of Counsel, which shall conform
to the provisions of Section 11.5. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such certificate
or opinion.

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

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it reasonably believes to be authorized or
within its rights or powers.

                  (e) The Trustee may consult with counsel and the advice or
opinion of such counsel as to matters of law shall be full and complete
authorization and protection from liability in respect of any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

                  (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, order or
direction of any of the Holders


                                       35
<PAGE>
pursuant to the provisions of this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby.

                  (g) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate (including any
Officers' Certificate), statement, instrument, opinion (including any Opinion of
Counsel), notice, request, direction, consent, order, bond, debenture, or other
paper or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit and, if
the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled, upon reasonable notice to the Company, to examine the books,
records, and premises of the Company, personally or by agent or attorney.

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

                  (i) The permissive rights of the Trustee to do things
enumerated in this Indenture shall not be construed as duties.

                  (j) The Trustee shall not be charged with knowledge of any
Default or Event of Default, of the identity of any Subsidiary or the existence
of any Change of Control or Asset Sale unless either (i) a Responsible Officer
shall have actual knowledge thereof or (ii) the Trustee shall have received
written notice thereof from the Company or any Holder.

7.3      INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company, its
Subsidiaries, or their respective Affiliates with the same rights it would have
if it were not Trustee. Any Agent may do the same with like rights. However, the
Trustee must comply with Sections 7.10 and 7.11.

7.4      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
Securities, it shall not be accountable for the Company's use of the proceeds
from the Securities, and it shall not be responsible for any statement of the
Company in this Indenture or any document issued in connection with the sale of
Securities or any statement in the Securities other than the Trustee's
certificate of authentication. The Trustee makes no representations with respect
to the effectiveness or adequacy of this Indenture.

7.5      NOTICE OF DEFAULT.

                  If a Default or an Event of Default occurs and is continuing
and the Trustee receives actual notice of such Default or Event of Default, the
Trustee shall mail to each Securityholder notice of the uncured Default or Event
of Default within 60 days after such Default or Event of Default occurs. Except
in the case of a Default or an Event of Default in payment of principal of, or
interest on, any Security, including an accelerated payment and the


                                       36
<PAGE>
failure to make payment on the Change of Control Payment Date pursuant to a
Change of Control Offer or the Net Proceeds Offer Payment Date pursuant to a Net
Proceeds Offer, the Trustee may withhold the notice if and so long as the Board
of Directors, the executive committee, or a trust committee of directors and/or
Responsible Officers, of the Trustee in good faith determines that withholding
the notice is in the interest of the Securityholders.

7.6      REPORTS BY TRUSTEE TO HOLDERS.

                  Within 60 days after each May 15, beginning with the first May
15 following the date of this Indenture, the Trustee shall, to the extent that
any of the events described in TIA Section 313(a) occurred within the previous
twelve months, but not otherwise, mail to each Securityholder a brief report
dated as of such date that complies with TIA Section 313(a). The Trustee also
shall comply with TIA Sections 313(b), 313(c) and 313(d).

                  A copy of each report at the time of its mailing to
Securityholders shall be mailed to the Company and filed with the Commission and
each securities exchange, if any, on which the Securities are listed.

                  The Company shall notify the Trustee if the Securities become
listed on any securities exchange or of any delisting thereof and the Trustee
shall comply with TIA Section 313(d).

7.7      COMPENSATION AND INDEMNITY.

                  The Company shall pay to the Trustee from time to time
reasonable compensation for its services hereunder. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances (including reasonable fees and expenses of
counsel) incurred or made by it in addition to the compensation for its
services, except any such disbursements, expenses and advances as may be
attributable to the Trustee's negligence, bad faith or willful misconduct. Such
expenses shall include the reasonable fees and expenses of the Trustee's agents
and counsel.

                  The Company shall indemnify the Trustee and its agents,
employees, officers, stockholders and directors for, and hold them harmless
against, any loss, liability or expense incurred by them except for such actions
to the extent caused by any negligence, bad faith or willful misconduct on their
part, arising out of or in connection with the acceptance or administration of
this trust including the reasonable costs and expenses of defending themselves
against or investigating any claim or liability in connection with the exercise
or performance of any of the Trustee's rights, powers or duties hereunder. The
Trustee shall notify the Company promptly of any claim asserted against the
Trustee or any of its agents, employees, officers, stockholders and directors
for which it may seek indemnity. The Company may, subject to the approval of the
Trustee, defend the claim and the Trustee shall cooperate in the defense. The
Trustee and its agents, employees, officers, stockholders and directors subject
to the claim may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel; provided, however, that the Company will not
be required to pay such fees and expenses if, subject to the approval of the
Trustee, it assumes the Trustee's defense and there is no conflict of interest
between the Company and the Trustee and its agents, employees, officers,


                                       37
<PAGE>
stockholders and directors subject to the claim in connection with such defense
as reasonably determined by the Trustee. The Company need not pay for any
settlement made without its written consent. The Company need not reimburse any
expense or indemnify against any loss or liability to the extent incurred by the
Trustee through its negligence, bad faith or willful misconduct.

                  To secure the Company's payment obligations in this Section
7.7, the Trustee shall have a senior claim prior to the Securities against all
money or property held or collected by the Trustee, in its capacity as Trustee.
The obligations of the Company under this Section shall not be subordinated to
the payment of Senior Debt pursuant to Article X except assets or money held in
trust to pay principal of or interest on particular Securities.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in clause (d) or (e) of Section 6.1 occurs, such
expenses and the compensation for such services shall be paid to the extent
allowed under any Bankruptcy Law.

                  Notwithstanding any other provision in this Indenture, the
foregoing provisions of this Section 7.7 shall survive the satisfaction and
discharge of this Indenture or the appointment of a successor Trustee.

7.8      REPLACEMENT OF TRUSTEE.

                  The Trustee may resign at any time by so notifying the Company
in writing. The Holders of a majority in principal amount of the outstanding
Securities may remove the Trustee by so notifying the Company and the Trustee
and may appoint a successor Trustee. The Company may remove the Trustee if:

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

                                    (2) the Trustee is adjudged a bankrupt or an
                           insolvent;

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

                                    (4) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall notify each Holder of
such event and 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 Securities may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer, after payment of all sums then owing to the
Trustee pursuant to Section 7.7, all property held by it as Trustee to the
successor Trustee, subject to the Lien provided in Section 7.7, the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all


                                       38
<PAGE>
the rights, powers and duties of the Trustee under this Indenture. A successor
Trustee shall mail notice of its succession to each Securityholder.

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

                  If the Trustee fails to comply with Section 7.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

                  Notwithstanding replacement of the Trustee pursuant to this
Section 7.8, the Company's obligations under Section 7.7 shall continue for the
benefit of the retiring Trustee.

7.9      SUCCESSOR TRUSTEE BY MERGER, ETC.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee; provided that such
corporation shall be otherwise qualified and eligible under this Article VII.

7.10     ELIGIBILITY; DISQUALIFICATION.

                  This Indenture shall always have a Trustee who satisfies the
requirement of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition. In addition, if the
Trustee is a corporation included in a bank holding company system, the Trustee,
independently of the bank holding company, shall meet the capital requirements
of TIA Section 310(a)(2). The Trustee shall comply with TIA Section 310(b);
provided, however, that there shall be excluded from the operation of TIA
Section 310(b)(1) any indenture or indentures under which other securities, or
certificates of interest or participation in other securities, of the Company
are outstanding, if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met. The provisions of TIA Section 310 shall apply to the Company
and any other obligor of the Securities.

7.11     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  The Trustee, in its capacity as Trustee hereunder, shall
comply with 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.


                                       39
<PAGE>
                                  ARTICLE VIII

                       DISCHARGE OF INDENTURE; DEFEASANCE

8.1      TERMINATION OF THE COMPANY'S OBLIGATIONS.

                  The Company may terminate its obligations under the Securities
and this Indenture, except those obligations referred to in the penultimate
paragraph of this Section 8.1, if all Securities previously authenticated and
delivered (other than destroyed, lost or stolen Securities which have been
replaced or paid or Securities for whose payment U.S. Legal Tender has
theretofore been deposited with the Trustee or the Paying Agent in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company, as provided in Section 8.5) have been delivered to the Trustee for
cancellation and the Company has paid all sums payable by it hereunder, or if:

                  (a) either (i) pursuant to Article III, the Company shall have
given notice to the Trustee and mailed a notice of redemption to each Holder of
the redemption of all of the Securities in accordance with the provisions hereof
or (ii) all Securities have otherwise become due and payable hereunder;

                  (b) the Company shall have irrevocably deposited or caused to
be deposited with the Trustee or a trustee satisfactory to the Trustee, under
the terms of an irrevocable trust agreement in form and substance satisfactory
to the Trustee, as trust funds in trust solely for the benefit of the Holders of
that purpose, U.S. Legal Tender in such amount as is sufficient without
consideration of reinvestment of such interest, to pay principal of, premium, if
any, and interest on the outstanding Securities to maturity or redemption;
provided that the Trustee shall have been irrevocably instructed to apply such
U.S. Legal Tender to the payment of said principal, premium, if any, and
interest with respect to the Securities and provided, further, that from and
after the time of deposit, the money deposited shall not be subject to the
rights of holders of Senior Debt pursuant to the provisions of Article X;

                  (c) no Default or Event of Default with respect to this
Indenture or the Securities 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
instrument or agreement (including, without limitation, the Credit Agreement) to
which the Company is a party or by which it is bound;

                  (d) the Company shall have paid all other sums payable by it
hereunder; and

                  (e) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent providing for or relating to the termination of the
Company's obligations under the Securities and this Indenture have been complied
with. Such Opinion of Counsel shall also state that such satisfaction and
discharge does not result in a default under the Credit Agreement or any other
material agreement or instrument then known to such counsel that binds or
affects the Company.

                  Subject to the next sentence and notwithstanding the foregoing
paragraph, the Company's obligations in Sections 2.6, 2.7, 2.8, 2.10, 4.1, 4.2,
7.7, 8.5 and 8.6 shall survive until


                                       40
<PAGE>
the Securities are no longer outstanding pursuant to the last paragraph of
Section 2.8. After the Securities are no longer outstanding, the Company's
obligations in Sections 7.7, 8.5 and 8.6 shall survive such satisfaction and
discharge.

                  After such delivery or irrevocable deposit, the Trustee upon
request shall acknowledge in writing the discharge of the Company's obligations
under the Securities and this Indenture except for those surviving obligations
specified above.

8.2      LEGAL DEFEASANCE AND COVENANT DEFEASANCE.

                  (a) The Company may, at its option by Board Resolution of the
Board of Directors of the Company, at any time, elect to have either paragraph
(b) or (c) below be applied to all outstanding Securities upon compliance with
the conditions set forth in Section 8.3.

                  (b) Upon the Company's exercise under paragraph (a) hereof of
the option applicable to this paragraph (b), the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.3, be deemed to have been
discharged from their respective obligations with respect to all outstanding
Securities 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 Securities, which shall thereafter be deemed to
be "outstanding" only for the purposes of Section 8.4 and the other Sections of
this Indenture referred to in (i) and (ii) below, and to have satisfied all its
other obligations under such Securities and this Indenture (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), and Holders of the Securities and any amounts deposited
under Section 8.3 shall cease to be subject to any obligations to, or the rights
of, any holder of Senior Debt under Article X or otherwise, except for the
following provisions, which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of outstanding Securities to
receive solely from the trust fund described in Section 8.4, and as more fully
set forth in such Section, payments in respect of the principal of and interest
on such Securities when such payments are due, (ii) the Company's obligations
with respect to such Securities under Article II and Section 4.2, (iii) the
rights, powers, trusts, duties, indemnities and immunities of the Trustee
hereunder and the Company's obligations in connection therewith and (iv) this
Article VIII. Subject to compliance with this Article VIII, the Company may
exercise its option under this paragraph (b) notwithstanding the prior exercise
of its option under paragraph (c) of this Section 8.2.

                  (c) Upon the Company's exercise under paragraph (a) hereof of
the option applicable to this paragraph (c), the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.3, be released from its
obligations, if any, under the covenants contained in Sections 4.6 and 4.10 and
Article V with respect to the outstanding Securities on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Securities shall thereafter be deemed not "outstanding" for the purposes
of any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Securities shall not be deemed outstanding for accounting
purposes) and Holders of the Securities and any amounts deposited under Section
8.3 shall cease


                                       41
<PAGE>
to be subject to any obligations to, or the rights of, any holder of Senior Debt
under Article X or otherwise. For this purpose, such Covenant Defeasance means
that, with respect to the outstanding Securities, the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.1(c), but, except as specified above, the remainder of this
Indenture and such Securities shall be unaffected thereby. In addition, upon the
Company's exercise under paragraph (a) of this Section 8.2 of the option
applicable to this paragraph (c), subject to the satisfaction of the conditions
set forth in Section 8.3, Section 6.1(c) shall not constitute an Event of
Default.

8.3      CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

                  The following shall be the conditions to the application of
either Section 8.2(b) or 8.2(c) to the outstanding Securities:

                  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, U.S. Legal Tender or non-callable U.S.
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms, will provide, not
later than one day before the due date of any payment on the Securities, U.S.
Legal Tender, or a combination thereof, in such amounts as will be sufficient,
in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest on the
Securities on the stated date for payment thereof or on the applicable
redemption date, as the case may be;

                  (b) in the case of an election under Section 8.2(b), the
Company shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of the execution of this Indenture, there has been
a change in the applicable federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the Holders
will not recognize income, gain or loss for federal income tax purposes as a
result of such Legal Defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such Legal Defeasance had not occurred;

                  (c) in the case of an election under Section 8.2(c), the
Company shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that the Holders of the
Securities 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


                                       42
<PAGE>
Indebtedness all or a portion of the proceeds of which will be used to defease
the Securities pursuant to this Article VIII concurrently with such incurrence)
or insofar as Sections 6.1(d) and 6.1(e) are concerned, at any time in the
period ending on the 91st day after the date of such deposit;

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

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

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

                  (h) the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that (i) the trust funds will not be subject to any
rights of any holders of Senior Debt, including, without limitation, those
arising under this Indenture, and (ii) assuming no intervening bankruptcy or
insolvency of the Company between the date of deposit and the 91st day following
the deposit and that no Holder is an insider of the Company, after the 91st day
following the deposit, the trust funds will not be subject to the effect of any
applicable Bankruptcy Law.

                  Notwithstanding the foregoing, the Opinion of Counsel required
by clause (b) above of this Section 8.3 need not be delivered if all Securities
not theretofore delivered to the Trustee for cancellation (i) have become due
and payable, (ii) will become due and payable on the Maturity Date within one
year or (iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

8.4      APPLICATION OF TRUST MONEY.

                  The Trustee or Paying Agent shall hold in trust U.S. Legal
Tender or U.S. Government Obligations deposited with it pursuant to this Article
VIII, and shall apply the deposited U.S. Legal Tender and the money from U.S.
Government Obligations in accordance with this Indenture to the payment of
principal of and interest on the Securities.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Legal Tender or
U.S. Government Obligations deposited pursuant to Section 8.3 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
Securities.


                                       43
<PAGE>
                  Anything in this Article VIII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
Company's request any U.S. Legal Tender or U.S. Government Obligations held by
it as provided in Section 8.3 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance.

8.5      REPAYMENT TO THE COMPANY.

                  The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal or interest that
remains unclaimed for two years; provided that the Trustee or such Paying Agent,
before being required to make any payment, may at the expense of the Company
cause to be published once in a newspaper of general circulation in the City of
New York or mail to each Holder entitled to such money notice that such money
remains unclaimed and that after a date specified therein which shall be at
least 30 days from the date of such publication or mailing any unclaimed balance
of such money then remaining will be repaid to the Company. After payment to the
Company, Holders entitled to such money must look to the Company for payment as
general creditors unless an applicable law designates another Person.

8.6      REINSTATEMENT.

                  If the Trustee or Paying Agent is unable to apply any U.S.
Legal Tender or U.S. Government Obligations in accordance with this Article VIII
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article VIII until such time as the Trustee or Paying Agent is
permitted to apply all such U.S. Legal Tender or U.S. Government Obligations in
accordance with this Article VIII; provided that if the Company has made any
payment of interest on or principal of any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the U.S. Legal
Tender or U.S. Government Obligations held by the Trustee or Paying Agent.

                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

9.1      WITHOUT CONSENT OF HOLDERS.

                  The Company and the Trustee, together, may amend or supplement
this Indenture and the Securities without notice to or consent of any
Securityholder:

                                    (1) to cure any ambiguity, defect or
                           inconsistency, so long as such change does not, in
                           the opinion of the Trustee, adversely affect the
                           rights of any of the Holders in any material respect.
                           In formulating its opinion on such matters, the
                           Trustee will be entitled to rely on such


                                       44
<PAGE>
                           evidence as it deems appropriate, including, without
                           limitation, solely an Opinion of Counsel;

                                    (2) to provide for the assumption by a
                           successor Person of the Obligations and covenants of
                           the Company under this Indenture and the Securities
                           in accordance with Article V;

                                    (3) to provide for uncertificated Securities
                           in addition to or in place of certificated
                           Securities;

                                    (4) to make any other change that does not
                           adversely affect the rights of any Securityholders
                           hereunder in any material respect; or

                                    (5) to comply with any requirements of the
                           Commission in connection with the qualification of
                           this Indenture under the TIA;

provided that the Company has delivered to the Trustee an Opinion of Counsel and
an Officers' Certificate, each stating that such amendment or supplement
complies with the provisions of this Section 9.1.

9.2      WITH CONSENT OF HOLDERS.

                  Subject to Section 6.7, the Company and the Trustee, together,
with the written consent of the Holder or Holders of at least a majority in
aggregate principal amount of the outstanding Securities, may amend or
supplement this Indenture or the Securities, without notice to any other
Securityholders. Subject to Section 6.7, the Holder or Holders of a majority in
aggregate principal amount of the outstanding Securities may waive compliance by
the Company with any provision of this Indenture or the Securities without
notice to any other Securityholder. Without the consent of each Securityholder
affected, however, no amendment, supplement or waiver, including a waiver
pursuant to Section 6.4, may:

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

                                    (2) reduce the rate of or change or have the
                           effect of changing the time for payment of interest,
                           including default interest, on any Security;

                                    (3) reduce the principal of or change or
                           have the effect of changing the fixed maturity of any
                           Security, or change the date on which any Securities
                           may be subject to redemption or repurchase, or reduce
                           the redemption or purchase price therefor;

                                    (4) make any Securities payable in money
                           other than that stated in the Securities;

                                    (5) make any change in provisions of this
                           Indenture protecting the right of each Holder to
                           receive payment of principal of and


                                       45
<PAGE>
                           interest on such Security on or after the due date
                           thereof or to bring suit to enforce such payment, or
                           permitting Holders of a majority in principal amount
                           of the Securities to waive Defaults or Events of
                           Default;

                                    (6) make any changes in Section 6.4, 6.7 or
                           this Section 9.2; or

                                    (7) modify or change any provision of this
                           Indenture or the related definitions affecting the
                           subordination or ranking of the Securities in a
                           manner which adversely affects the Holders of the
                           Securities.

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

                  After an amendment, supplement or waiver under this Section
9.2 becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.

9.3      EFFECT ON SENIOR DEBT.

                  Notwithstanding anything contained herein to the contrary, no
amendment of, or supplement or waiver to, this Indenture shall adversely affect
the rights of any holder of Senior Debt (including the lenders under the Credit
Agreement) under Article X, without the consent of the requisite lenders under
the Credit Agreement.

9.4      COMPLIANCE WITH TIA.

                  From the date on which this Indenture is qualified under the
TIA, every amendment, waiver or supplement of this Indenture, the Securities
shall comply with the TIA as then in effect.

9.5      REVOCATION AND EFFECT OF CONSENTS.

                  Until an amendment, waiver or supplement becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke
the consent as to his Security or portion of his Security by notice to the
Trustee or the Company received before the date on which the Trustee receives an
Officers' Certificate certifying that the Holders of the requisite principal
amount of Securities have consented (and not theretofore revoked such consent)
to the amendment, supplement or waiver.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment, supplement or waiver. If a record date is fixed, then notwithstanding
the last sentence of the immediately preceding


                                       46
<PAGE>
paragraph, those Persons who were Holders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Securityholder, unless it makes a change described in any of
clauses (1) through (7) of Section 9.2, in which case, the amendment, supplement
or waiver shall bind only each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Security; provided that any such waiver
shall not impair or affect the right of any Holder to receive payment of
principal of and interest on a Security, on or after the respective due dates
expressed in such Security, or to bring suit for the enforcement of any such
payment on or after such respective dates without the consent of such Holder.

9.6      NOTATION ON OR EXCHANGE OF SECURITIES.

                  If an amendment, supplement or waiver changes the terms of a
Security, the Company may require the Holder of the Security to deliver it to
the Trustee. The Company shall provide the Trustee with an appropriate notation
on the Security about the changed terms and cause the Trustee to return it to
the Holder at the Company's expense. Alternatively, if the Company or the
Trustee so determines, the Company in exchange for the Security shall issue and
the Trustee shall authenticate a new Security that reflects the changed terms.
Failure to make the appropriate notation or issue a new Security shall not
affect the validity and effect of such amendment, supplement or waiver.

9.7      TRUSTEE TO SIGN AMENDMENTS, ETC.

                  The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article IX; provided that the Trustee may, but shall
not be obligated to, execute any such amendment, supplement or waiver which
affects the Trustee's own rights, duties or immunities under this Indenture. The
Trustee shall be provided with, and shall be fully protected in relying upon, an
Opinion of Counsel and an Officers' Certificate each complying with Sections
11.4 and 11.5 and stating that the execution of any amendment, supplement or
waiver authorized pursuant to this Article IX is authorized or permitted by this
Indenture and constitutes the legal, valid and binding obligations of the
Company enforceable in accordance with its terms. Such Opinion of Counsel shall
be at the expense of the Company.

                                   ARTICLE X

                           SUBORDINATION OF SECURITIES

10.1     SECURITIES SUBORDINATED TO SENIOR DEBT.

                  Anything herein to the contrary notwithstanding, the Company,
for itself and its successors, and each Holder, by his or her acceptance of
Securities, agrees that the payment of all Obligations owing to the Holders in
respect of the Securities is subordinated, to the extent and in the manner
provided in this Article X, to the prior payment in full in cash or Cash
Equivalents


                                       47
<PAGE>
(as used in this Article X, excluding Cash Equivalents of the type described in
clause (vi) of the definition thereof and Cash Equivalents in local foreign
currencies other than Canadian dollars and Euros), of all Obligations on
existing and future Senior Debt (including the Obligations with respect to the
Credit Agreement and any Existing Subordinated Notes). As used in this Article
X, the phrases "Obligations in respect of the Securities" and "Obligations
under, or relating to, the Securities", and similar phrases, shall be deemed to
include all unpaid interest on those Existing Subordinated Notes that have been
exchanged for Initial Notes in the Offering which accrued from December 15, 2001
through the Issue Date but which becomes payable on June 15, 2002.

                  This Article X shall constitute a continuing offer to all
Persons who become holders of, or continue to hold, Senior Debt, and such
provisions are made for the benefit of the holders of Senior Debt and such
holders are made obligees hereunder and any one or more of them may enforce such
provisions.

10.2     SUSPENSION OF PAYMENT WHEN SENIOR DEBT IS IN DEFAULT.

                  (a) Unless Section 10.3 shall be applicable, if (i) any
default occurs and is continuing in the payment when due, whether at maturity,
upon any redemption, by declaration or otherwise, of any principal of, premium
(if any) or interest on, unpaid drawings for letters of credit issued in respect
of, or regularly accruing fees with respect to, any Senior Debt (a "Payment
Default") or (ii) if any other default or event of default with respect to any
Senior Debt (as such event of default is defined in the instrument creating or
evidencing such Senior Debt) (a "Non-payment Default") occurs and is continuing,
then, in each case, no payment or distribution of any kind or character shall be
made by or on behalf of the Company or any other Person on its or their behalf
with respect to any Obligations on or relating to the Securities or to acquire
any of the Securities for cash or property or otherwise until such Payment
Default or Non-payment Default (and all other Payment Defaults and Non-Payment
Defaults) shall have been cured or waived or shall have ceased to exist or such
Senior Debt as to which such Payment Default or Non-payment Default relates
shall have been paid in full in cash or Cash Equivalents, after which the
Company shall (subject to the other provisions of this Article X) resume making
any and all required payments in respect of the Securities, including any missed
payments.

                  (b) In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any Holder when such payment is
prohibited by the foregoing provisions of this Section 10.2, such payment shall
be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Debt (pro rata to such holders on the basis of the respective
amount of Senior Debt held by such holders) or their respective Representatives,
as their respective interests may appear. The Trustee shall be entitled to rely
on information regarding amounts then due and owing on the Senior Debt, if any,
received from the holders of Senior Debt (or their Representatives) or, if such
information is not received from such holders or their Representatives, from the
Company and only amounts included in the information provided to the Trustee
shall be paid to the holders of Senior Debt.

                  Nothing contained in this Article X shall limit the right of
the Trustee or the Holders of Securities to take any action to accelerate the
maturity of the Securities pursuant to Section 6.2 or to pursue any rights or
remedies hereunder (subject, however, to the rights, if any, under this Article
X, of the holders of Senior Debt in respect of cash or other property of the


                                       48
<PAGE>
Company received upon the exercise of any such remedy); provided that all Senior
Debt thereafter due or declared to be due shall first be paid in full in cash or
Cash Equivalents before the Holders are entitled to receive any payment of any
kind or character with respect to Obligations on, or with respect to, the
Securities.

10.3     SECURITIES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR DEBT ON
         DISSOLUTION, LIQUIDATION OR REORGANIZATION OF COMPANY.

                  (a) Upon any payment or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to creditors
upon any liquidation, dissolution, winding-up, reorganization, assignment for
the benefit of creditors or marshaling of assets of the Company or in a
bankruptcy, reorganization, insolvency, receivership or other similar proceeding
relating to the Company or its property, whether voluntary or involuntary, all
Obligations due or to become due upon all Senior Debt shall first be paid in
full in cash or Cash Equivalents (including interest after the commencement of
any bankruptcy or other like proceeding at the rate specified in the applicable
Senior Debt, whether or not such interest is an allowed claim in any such
proceeding), before any payment or distribution of any kind or character is made
on account of any Obligations on, or with respect to, the Securities, or for the
acquisition of any of the Securities for cash or property or otherwise. Upon any
such dissolution, winding-up, liquidation, reorganization, receivership or
similar proceeding, any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities, to which the Holders
of the Securities or the Trustee under this Indenture would be entitled, except
for the provisions hereof, shall be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, or by the Holders or by the Trustee under this
Indenture if received by them, directly to the holders of Senior Debt (pro rata
to such holders on the basis of the respective amounts of Senior Debt held by
such holders) or their respective Representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear, for application to the payment
of Senior Debt remaining unpaid until all such Senior Debt has been paid in full
in cash or Cash Equivalents after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of Senior Debt.

                  (b) To the extent any payment of Senior Debt (whether by or on
behalf of the Company, as proceeds of security or enforcement of any right of
setoff or otherwise) is declared to be fraudulent or preferential, set aside or
required to be paid to any receiver, trustee in bankruptcy, liquidating trustee,
agent or other similar Person under any bankruptcy, insolvency, receivership,
fraudulent conveyance or similar law, then, if such payment is recovered by, or
paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent
or other similar Person, the Senior Debt or part thereof originally intended to
be satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred.

                  (c) In the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, shall be received by the Trustee or any
Holder when such payment or distribution is prohibited by this Section 10.3,
such payment or distribution shall be held in trust for the benefit of, and
shall be paid over or delivered to, the holders of Senior Debt (pro rata to such
holders on the basis of the respective amount of Senior Debt held by such
holders) or their respective Representatives, or to


                                       49
<PAGE>
the trustee or trustees under any indenture pursuant to which any of such Senior
Debt may have been issued, as their respective interests may appear, for
application to the payment of Senior Debt remaining unpaid until all such Senior
Debt has been paid in full in cash or Cash Equivalents, after giving effect to
any concurrent payment, distribution or provision therefor to or for the holders
of such Senior Debt.

                  (d) The consolidation of the Company with, or the merger of
the Company with or into, another corporation or the liquidation or dissolution
of the Company following the conveyance or transfer of all or substantially all
of its assets, to another corporation upon the terms and conditions provided in
Article V and as long as permitted under the terms of the Senior Debt shall not
be deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of this Section if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, assume the Company's obligations
hereunder in accordance with Article V.

10.4     PAYMENTS MAY BE PAID PRIOR TO DISSOLUTION.

                  Nothing contained in this Article X or elsewhere in this
Indenture shall prevent (i) the Company, except under the conditions described
in Sections 10.2 and 10.3, from making payments at any time for the purpose of
making payments of principal of and interest on the Securities, or from
depositing with the Trustee any moneys for such payments, or (ii) in the absence
of actual knowledge by the Trustee that a given payment would be prohibited by
Section 10.2 or 10.3, the application by the Trustee of any moneys deposited
with it for the purpose of making such payments of principal of, and interest
on, the Securities to the Holders entitled thereto unless at least two Business
Days prior to the date upon which such payment would otherwise become due and
payable a Responsible Officer shall have actually received the written notice
provided for in clause (ii) of the first sentence of Section 10.2(b) or in
Section 10.7 or in the last sentence of this Section 10.4 (provided that,
notwithstanding the foregoing, the Holders of the Securities receiving any
payments made in contravention of Section 10.2 and/or Section 10.3 (and the
respective payments) shall otherwise be subject to the provisions of Section
10.2 and Section 10.3). The Company shall give prompt written notice to the
Trustee of any dissolution, winding-up, liquidation or reorganization of the
Company, although any delay or failure to give any such notice shall have no
effect on the subordination provisions contained herein.

10.5     HOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF SENIOR DEBT.

                  Subject to the payment in full in cash or Cash Equivalents of
all Senior Debt, the Holders of the Securities shall be subrogated to the rights
of the holders of Senior Debt to receive payments or distributions of cash,
property or securities of the Company applicable to the Senior Debt until the
Securities shall be paid in full; and, for the purposes of such subrogation, no
such payments or distributions to the holders of the Senior Debt by or on behalf
of the Company, or by or on behalf of the Holders by virtue of this Article X,
which otherwise would have been made to the Holders shall, as between the
Company and the Holders, be deemed to be a payment by the Company to or on
account of the Senior Debt, it being understood that the provisions of this
Article X are and are intended solely for the purpose of defining the relative
rights of the Holders, on the one hand, and the holders of Senior Debt, on the
other hand.


                                       50
<PAGE>
10.6     OBLIGATIONS OF COMPANY UNCONDITIONAL.

                  Nothing contained in this Article X or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as among the
Company, its creditors other than the holders of Senior Debt, and the Holders,
the obligation of the Company, which is absolute and unconditional, to pay to
the Holders the principal of and any interest on the Securities as and when the
same shall become due and payable in accordance with their terms, or is intended
to or shall affect the relative rights of the Holders and creditors of the
Company other than the holders of the Senior Debt, nor shall anything herein or
therein prevent the Holder of any Security or the Trustee on its behalf from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the second paragraph of Section 6.2 and the rights,
if any, of the holders of Senior Debt in respect of cash, property or securities
of the Company received upon the exercise of any such remedy.

10.7     NOTICE TO TRUSTEE.

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities pursuant to the provisions of
this Article X, although any delay or failure to give any such notice shall have
no effect on the subordination provisions contained herein. Regardless of
anything to the contrary contained in this Article X or elsewhere in this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any default or event of default with respect to any Senior Debt or of any other
facts which would prohibit the making of any payment to or by the Trustee unless
and until the Trustee shall have received notice in writing from the Company, or
from a holder of Senior Debt or a Representative therefor, and, prior to the
receipt of any such written notice, the Trustee shall be entitled to assume (in
the absence of actual knowledge to the contrary) that no such facts exist. The
Trustee shall be entitled to rely on the delivery to it of any notice pursuant
to this Section 10.7 to establish that such notice has been given by a holder of
Senior Debt (or a Representative therefor).

                  In the event that the Trustee determines in good faith that
any evidence is required with respect to the right of any Person as a holder of
Senior Debt to participate in any payment or distribution pursuant to this
Article X, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amounts of Senior Debt held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article X, and if such evidence is not furnished the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

10.8     RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

                  Upon any payment or distribution of assets of the Company
referred to in this Article X, the Trustee, subject to the provisions of Article
VII, and the Holders of the Securities shall be entitled to rely upon any order
or decree made by any court of competent jurisdiction in which any insolvency,
bankruptcy, receivership, dissolution, winding-up, liquidation, reorganization
or similar case or proceeding is pending, or upon a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, assignee for the benefit of
creditors, agent or other


                                       51
<PAGE>
Person making such payment or distribution, delivered to the Trustee or the
Holders of the Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior Debt
and other Indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article X.

10.9     TRUSTEE'S RELATION TO SENIOR DEBT.

                  The Trustee and any agent of the Company or the Trustee shall
be entitled to all the rights set forth in this Article X with respect to any
Senior Debt which may at any time be held by it in its individual or any other
capacity to the same extent as any other holder of Senior Debt and nothing in
this Indenture shall deprive the Trustee or any such agent of any of its rights
as such holder.

                  With respect to the holders of Senior Debt, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article X, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt.

                  Whenever a distribution is to be made or a notice given to
holders or owners of Senior Debt, the distribution may be made and the notice
may be given to their Representative, if any.

10.10    SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF COMPANY OR
         HOLDERS OF SENIOR DEBT.

                  No right of any present or future holders of any Senior Debt
to enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Trustee or the Holders of
the Securities and without impairing or releasing the subordination provided in
this Article X or the obligations hereunder of the Holders of the Securities to
the holders of the Senior Debt, do any one or more of the following: (i) change
the manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Debt, or otherwise amend or supplement in any manner Senior
Debt, or any instrument evidencing the same or any agreement under which Senior
Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Debt; (iii) release any
Person liable in any manner for the payment or collection of Senior Debt; and
(iv) exercise or refrain from exercising any rights against the Company and any
other Person.


                                       52
<PAGE>
10.11    SECURITYHOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF
         SECURITIES.

                  Each Holder of Securities by its acceptance of them authorizes
and expressly directs the Trustee on its behalf to take such action as may be
necessary or appropriate to effectuate, as between the holders of Senior Debt
and the Holders of Securities, the subordination provided in this Article X, and
appoints the Trustee its attorney-in-fact for such purposes, including, in the
event of any dissolution, winding-up, liquidation or reorganization of the
Company (whether in bankruptcy, insolvency, receivership, reorganization or
similar proceedings or upon an assignment for the benefit of creditors or
otherwise) tending towards liquidation of the business and/or assets of the
Company, the filing of a claim for the unpaid balance of its Securities and
accrued interest in the form required in those proceedings.

                  If the Trustee does not file a proper claim or proof of debt
in the form required in such proceeding prior to 30 days before the expiration
of the time to file such claim or claims, then the holders of the Senior Debt or
their Representative are or is hereby authorized to have the right to file and
are or is hereby authorized to file an appropriate claim for and on behalf of
the Holders of said Securities. Nothing herein contained shall be deemed to
authorize the Trustee or the holders of Senior Debt or their Representative to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee or the holders
of Senior Debt or their Representative to vote in respect of the claim of any
Holder in any such proceeding.

10.12    THIS ARTICLE X NOT TO PREVENT EVENTS OF DEFAULT.

                  The failure to make a payment on account of principal of or
interest on the Securities by reason of any provision of this Article X will not
be construed as preventing the occurrence of an Event of Default.

10.13    TRUSTEE'S COMPENSATION NOT PREJUDICED.

                  Nothing in this Article X will apply to amounts due to the
Trustee pursuant to other sections of this Indenture.

                                   ARTICLE XI

                                  MISCELLANEOUS

11.1     TIA CONTROLS.

                  Following qualification of this Indenture under the TIA, if
any provision of this Indenture limits, qualifies, or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control.


                                       53
<PAGE>
11.2     NOTICES.

                  Any notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficiently given if made by hand
delivery, by telex, by telecopier or registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:

                  if to the Company:

                           Quality Distribution, Inc.
                           3802 Corporex Park Drive
                           Tampa, Florida  33619
                           Attention:  Chief Financial Officer
                           Telephone:  (813) 630-5826
                           Telecopy:  (813) 630-9567

                  with a copy to:

                           O'Sullivan LLP
                           30 Rockefeller Plaza, 27th Floor
                           New York, New York  10112
                           Attention: Rosa A. Testani
                           Telephone:  (212) 408-2400
                           Telecopy:  (212) 218-6220

                  if to the Trustee:

                           Wilmington Trust Company
                           520 Madison Avenue
                           33rd Floor
                           New York, NY  10022
                           Attention:  James J. McGinley
                           Telephone:  (212) 415-0522
                           Telecopy:    (212) 415-0513

                  Each of the Company and the Trustee by written notice to each
other such Person may designate additional or different addresses for notices to
such Person. Any notice or communication to the Company and the Trustee, shall
be deemed to have been given or made as of the date so delivered if personally
delivered; when answered back, if telexed; when receipt is acknowledged, if
telecopied; and five (5) calendar days after mailing if sent by registered or
certified mail, postage prepaid (except that a notice of change of address shall
not be deemed to have been given until actually received by the addressee).

                  Any notice or communication mailed to a Securityholder shall
be mailed to him by first class mail or other equivalent means at his address as
it appears on the registration books of the Registrar and shall be sufficiently
given to him if so mailed within the time prescribed.


                                       54
<PAGE>
                  Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

11.3     COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

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

11.4     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 at the request of the Trustee:

                                    (1) an Officers' Certificate, in form and
                           substance satisfactory to the Trustee, stating that,
                           in the opinion of the signers, all conditions
                           precedent to be performed or effected by the Company,
                           if any, provided for in this Indenture relating to
                           the proposed action have been complied with; and

                                    (2) an Opinion of Counsel stating that, in
                           the opinion of such counsel, any and all such
                           conditions precedent have been complied with.

11.5     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture, other than the Officers'
Certificate required by Section 4.6, shall include:

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

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

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

                                    (4) a statement as to whether or not, in the
                           opinion of each such Person, such condition or
                           covenant has been complied with; provided, however,
                           that with respect to matters of fact an Opinion of


                                       55
<PAGE>
                           Counsel may rely on an Officers' Certificate or
                           certificates of public officials.

11.6     RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

                  The Trustee, Paying Agent or Registrar may make reasonable
rules for its functions.

11.7     LEGAL HOLIDAYS.

                  If a payment date is not a Business Day, payment may be made
on the next succeeding day that is a Business Day.

11.8     GOVERNING LAW.

                  THIS INDENTURE AND THE SECURITIES WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. Each of the parties hereto agrees to submit to
the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this Indenture or the Securities.

11.9     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

11.10    NO RECOURSE AGAINST OTHERS.

                  No manager, director, officer, employee, unitholder or
shareholder of the Company or any of its Subsidiaries, as such, shall have any
liability for any obligations of the Company under the Securities or this
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Securities.

11.11    SUCCESSORS.

                  All agreements of the Company in this Indenture and the
Securities shall bind their respective successors. All agreements of the Trustee
in this Indenture shall bind its successor.

11.12    DUPLICATE ORIGINALS.

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


                                       56
<PAGE>
11.13    SEVERABILITY.

                  In case any one or more of the provisions in this Indenture or
in the Securities shall be held invalid, illegal or unenforceable, in any
respect for any reason, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.

                                     *******


                                       57
<PAGE>
                                   SIGNATURES


                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the date first written above.

                           QUALITY DISTRIBUTION, INC.,
                                as Issuer


                           By:  /s/ Thomas L. Finkbiner
                                ------------------------------------------------
                                Title:   President and Chief Executive Officer



                           WILMINGTON TRUST COMPANY,
                                as Trustee


                           By:  /s/ Michael W. Diaz
                                -----------------------------------------------
                                Title:  Authorized Person


                                      S-1
<PAGE>
                                                                       EXHIBIT A

                                 [FORM OF NOTE]

                               [FACE OF SECURITY]

                           QUALITY DISTRIBUTION, INC.

                    12% Junior Subordinated PIK Note due 2009

CUSIP No. 74756Q AA 1                                              $
                                                                    ------------
No.

                  QUALITY DISTRIBUTION, INC., a Florida corporation (the
"Company", which term includes any successor corporation), for value received
promises to pay to or registered assigns, the principal sum of $ [ ] Dollars, on
June 15, 2009.

                  Interest Payment Dates: June 15 and December 15, commencing
June 15, 2002.

                  Record Dates: June 1 and December 1.

                  Reference is made to the further provisions of this Security
contained herein, which will for all purposes have the same effect as if set
forth at this place.

                  IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers.

                                       Dated:

                                       QUALITY DISTRIBUTION, INC.


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

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


                                      A-1
<PAGE>
                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                  This is one of the 12% Junior Subordinated PIK Note due 2009
described in the within-mentioned Indenture.

Dated:

                                        Wilmington Trust Company, as Trustee


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


                                      A-2
<PAGE>
                                 [FORM OF NOTE]

                              [REVERSE OF SECURITY]

                           QUALITY DISTRIBUTION, INC.

                    12% Junior Subordinated PIK Note due 2009

1.       Interest.

         QUALITY DISTRIBUTION, INC., a Florida corporation (the "Company"),
promises to pay interest on the principal amount of this Security at the rate
per annum shown above. The Company will pay interest semi-annually on June 15
and December 15 of each year (the "Interest Payment Date"), commencing June 15,
2002. Interest on this Security will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from and including May
30, 2002. Interest on this Security will be computed on the basis of a 360-day
year of twelve 30-day months.

         The Company shall pay interest on overdue principal from time to time
on demand at the rate borne by this Security plus 2% and on overdue installments
of interest (without regard to any applicable grace periods) to the extent
lawful.

2.       Method of Payment.

         The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are the registered Holders at the close of business
on the Record Date immediately preceding the Interest Payment Date even if the
Securities are canceled on registration of transfer or registration of exchange,
after such Record Date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company shall pay principal and interest that is
payable in cash in money of the United States that at the time of payment is
legal tender for payment of public and private debts ("U.S. Legal Tender").
However, the Issuer may pay principal, premium, if any, and interest that is
payable in cash by wire transfer of federal funds, or interest by check payable
in such U.S. Legal Tender. The Issuer may deliver any such interest payment to
the Paying Agent or to a Holder at the Holder's address on record with the
Registrar. The Securities will bear interest at a rate of 12% per annum, of
which 1% per annum shall be paid in U.S. Legal Tender and 11% per annum shall be
paid solely through the issuance of additional securities (whether or not
physically issued, the "Additional Securities"). Such Additional Securities
shall be in an aggregate principal amount equal to the amount of interest that
would be payable with respect to this Security on such Interest Payment Date
(less all cash payments, if any, made in respect of interest payable on such
Interest Payment Date) and such Additional Securities shall be identical to the
Securities otherwise issued. Except as expressly provided herein, the term
"Securities" shall include all Additional Securities that may be issued pursuant
to this paragraph.

3.       Paying Agent and Registrar.


                                      A-3
<PAGE>
         Initially, Wilmington Trust Company (the "Trustee") will act as Paying
Agent and Registrar. The Company may change any Paying Agent, Registrar or
co-Registrar without notice to the Holders. The Company or any of its
Subsidiaries may, subject to certain exceptions, act as Registrar or
co-Registrar.

4.       Indenture.

         The Company issued the Securities under an Indenture, dated as of May
30, 2002 (the "Indenture"), among the Company and the Trustee. This Security is
one of a duly authorized issue of Initial Notes of the Company designated as its
12% Junior Subordinated PIK Notes due 2009 (the "Initial Notes"). Capitalized
terms herein are used as defined in the Indenture unless otherwise defined
herein. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the
Indenture until such time as the Indenture is qualified under the TIA, and
thereafter as in effect on the date on which the Indenture is qualified under
the TIA. Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and Holders of Securities are referred to the
Indenture and the TIA for a statement of them. The Securities are general
obligations of the Company unlimited in amount, of which an aggregate principal
amount of $12,585,000 is being issued on the Issue Date.

5.       Subordination.

         All Obligations on, or relating to, the Securities are subordinated in
right of payment, in the manner and to the extent set forth in the Indenture, to
the prior payment in full in cash or Cash Equivalents of all Obligations on
Senior Debt of the Company, whether outstanding on the date of the Indenture or
thereafter created, incurred, assumed or guaranteed (including the Obligations
with respect to the Credit Agreement and the Existing Subordinated Notes). Each
Holder by his acceptance hereof agrees to be bound by such provisions and
authorizes and expressly directs the Trustee, on his behalf, to take such action
as may be necessary or appropriate to effectuate the subordination provided for
in the Indenture and appoints the Trustee his attorney-in-fact for such
purposes.

6.       Optional Redemption.

         The Securities will be redeemable, at the Company's option, in whole at
any time or in part from time to time, on and after December 15, 2002, upon not
less than 30 nor more than 60 days' notice, at the following redemption prices
(expressed as percentages of the principal amount) if redeemed during the
twelve-month period commencing on December 15 of the years set forth below,
plus, in each case, accrued and unpaid interest thereon, if any, to the date of
redemption:

<TABLE>
<CAPTION>
Year                                                        Percentage
----                                                        ----------
<S>                                                         <C>
2002 ...................................................     109.00%
2003 ...................................................     107.50%
2004....................................................     106.00%
</TABLE>


                                      A-4
<PAGE>
<TABLE>
<S>                                                         <C>
2005....................................................     104.50%
2006....................................................     103.00%
2007 ...................................................     101.50%
2008 and thereafter.....................................     100.00%
</TABLE>

7.       Notice of Redemption.

         Notice of redemption shall be mailed by first-class mail at least 30
days but not more than 60 days before the Redemption Date to each Holder of
Securities to be redeemed at such Holder's registered address. Securities in
denominations of $1,000 may be redeemed only in whole. The Trustee may select
for redemption portions (equal to $1,000 or any integral multiple thereof) of
the principal of Securities that have denominations larger than $1,000.

         If any Security is to be redeemed in part only, the notice of
redemption that relates to such Security shall state the portion of the
principal amount thereof to be redeemed. A new Security in a principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the Redemption
Date, interest will cease to accrue on Securities or portions thereof called for
redemption, subject to the provisions of the Indenture.

8.       Change of Control Offer.

         Upon the occurrence of a Change of Control, the Company will be
required, subject to the terms and conditions set forth in the Indenture, to
offer to purchase all of the outstanding Securities at the following purchase
prices, expressed as percentages, of the principal amount of Securities
purchased, if purchased during the twelve month period commencing December 15 of
the years set forth below, plus, in each case, accrued and unpaid interest, if
any, to the date of purchase:

<TABLE>
<CAPTION>
Year                                                        Percentage
----                                                        ----------
<S>                                                         <C>
2001 ...................................................     109.00%
2002 ...................................................     109.00%
2003 ...................................................     107.50%
2004....................................................     106.00%
2005....................................................     104.50%
2006....................................................     103.00%
2007 ...................................................     101.50%
2008 and thereafter.....................................     100.00%
</TABLE>

8.       Denominations; Transfer; Exchange.

         The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder shall
register the transfer of or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to


                                      A-5
<PAGE>
furnish appropriate endorsements and transfer documents and to pay certain
transfer taxes or similar governmental charges payable in connection therewith
as permitted by the Indenture. The Registrar need not register the transfer of
or exchange any Securities or portions thereof selected for redemption, except
the unredeemed portion of any security being redeemed in part.

9.       Persons Deemed Owners.

         The registered Holder of a Security shall be treated as the owner of it
for all purposes.

10.      Unclaimed Funds.


         If funds for the payment of principal or interest remain unclaimed for
one year, the Trustee and the Paying Agent will repay the funds to the Company
at its request. After that, all liability of the Trustee and such Paying Agent
with respect to such funds shall cease.

11.      Discharge Prior to Redemption or Maturity.

         The Company may be discharged from their obligations under the
Indenture and the Securities except for certain provisions thereof, and may be
discharged from obligations to comply with certain covenants contained in the
Indenture, and the Securities, in each case upon satisfaction of certain
conditions specified in the Indenture.

14.      Amendment; Supplement; Waiver.

         Subject to certain exceptions, the Indenture and the Securities may be
amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding, and
any existing Default or Event of Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding. Without notice to or consent of any
Holder, the parties thereto may amend or supplement the Indenture and the
Securities to, among other things, cure any ambiguity, defect or inconsistency,
provide for uncertificated Securities in addition to or in place of certificated
Securities or comply with any requirements of the Commission in connection with
the qualification of the Indenture under the TIA, or make any other change that
does not materially adversely affect the rights of any Holder of a Security.

15.      Restrictive Covenants.

         The Indenture contains certain covenants that, among other things,
limits the ability of the Company and its Subsidiaries to consolidate, merge or
sell all or substantially all of its assets. The limitations are subject to a
number of important qualifications and exceptions. The Company must annually
report to the Trustee on compliance with such limitations.

16.      Defaults and Remedies.

         If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of Securities then
outstanding may, subject to the second paragraph of Section 6.2 of the
Indenture, declare all the Securities to be due and payable immediately in the
manner and with the effect provided in the Indenture. Holders of Securities


                                      A-6
<PAGE>
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture or the
Securities unless it has received reasonable indemnity satisfactory to it. The
Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Securities then outstanding to
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of Securities notice of certain continuing Defaults or
Events of Default if it determines that withholding notice is in their interest.

17.      Trustee Dealings with Company.

         The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with the Company, its Subsidiaries or their respective Affiliates as if it were
not the Trustee.

18.      No Recourse Against Others.

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

19.      Authentication.

         This Security shall not be valid until the Trustee or authenticating
agent signs the certificate of authentication on this Security.

20.      Abbreviations and Defined Terms.

         Customary abbreviations may be used in the name of a Holder of a
Security 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).

         Capitalized terms used but not otherwise defined herein shall have the
meaning ascribed to such terms in the Indenture.

21.      Governing Law.

         This Security shall be governed by, and construed in accordance with,
the laws of the State of New York without giving effect to applicable principles
of conflicts of laws to the extent that the application of the laws of another
jurisdiction would be required thereby.

22.      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


                                      A-7
<PAGE>
Securities as a convenience to the Holders of the Securities. No representation
is made as to the accuracy of such numbers as printed on the Securities and
reliance may be placed only on the other identification numbers printed hereon.

23.      Indenture.

         Each Holder, by accepting a Security, agrees to be bound by all of the
terms and provisions of the Indenture, as the same may be amended from time to
time.

         The Company will furnish to any Holder of a Security upon written
request and without charge a copy of the Indenture which has the text of this
Security in larger type. Requests may be made to: Quality Distribution, Inc.,
3802 Corporex Park Drive, Tampa, Florida 33619, Attn: General Counsel.


                                      A-8
<PAGE>
                                 ASSIGNMENT FORM

I or we assign and transfer this Security to


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

------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee or transferee)

------------------------------------------------------------------------------
(Insert Social Security or other identifying number of assignee or transferee)
and irrevocably appoint                                         agent to
                        ---------------------------------------
transfer this Security on the books of the Company. The agent may substitute
another to act for him.

Dated:                    Signed:
      ------------------         ----------------------------------------------
                                 (Sign exactly as name
                                 appears on the other
                                 side of this Security)

Signature Guarantee:
                    -----------------------------------------------------------
                    Participant in a recognized Signature
                    Guarantee Medallion Program (or other
                    signature guarantor program reasonably
                    acceptable to the Trustee)

                  In connection with any transfer of this Security occurring
prior to the date which is the earlier of (i) the date of the declaration by the
Commission of the effectiveness of a registration statement under the Securities
Act of 1933, as amended (the "Securities Act") covering resales of this Security
(which effectiveness shall not have been suspended or terminated at the date of
the transfer) and (ii) the Resale Restriction Termination Date, the undersigned
confirms that it has not utilized any general solicitation or general
advertising in connection with the transfer and that this Security is being
transferred:

                                   [Check One]

(1)__    to the Company or a subsidiary thereof; or

(2)__    pursuant to and in compliance with Rule 144A under the Securities Act;
         or

(3)__    to an institutional "accredited investor" (as defined in Rule
         501(a)(1), (2), (3) or (7) under the Securities Act) that has furnished
         to the Trustee a signed letter containing certain representations and
         agreements (the form of which letter can be obtained from the Trustee);
         or

(4)__    outside the United states to a "foreign person" in compliance with Rule
         904 of Regulation S under the Securities Act; or


                                      A-9
<PAGE>
(5)__    pursuant to the exemption from registration provided by Rule 144 under
         the Securities Act; or

(6)__    pursuant to an effective registration statement under the Securities
         Act; or

(7)__    pursuant to another available exemption from the registration
         requirements of the Securities Act; and unless the box below is
         checked, the undersigned confirms that such Security is not being
         transferred to an "affiliate" of the Company as defined in Rule 144
         under the Securities Act of 1933, as amended (an "Affiliate"):

                  [_] The transferee is an Affiliate of the Company.

                  Unless one of the items is checked, the Trustee will refuse to
register any of the Securities evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided that if box (3), (4),
(5) or (7) is checked, the Company or the Trustee may require, prior to
registering any such transfer of the Securities, in its sole discretion, such
legal opinions, certifications (including an investment letter in the case of
box (3) or (4)) and other information as the Trustee or the Company has
reasonably requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.

                  If none of the foregoing boxes is checked, the Trustee or
Registrar shall not be obligated to register this Security in the name of any
person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 2.17 of the Indenture
shall have been satisfied.

Dated:                     Signed:
      -------------------         ---------------------------------------------
                                  (Sign exactly as name appears on the other
                                  side of this Security)

Signature Guarantee:
                    -----------------------------------------------------------
                    TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

                  The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

Dated:
      --------------------                     --------------------------------
                                               NOTICE: To be executed by an
                                                       executive officer


                                      A-10
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you want to elect to have this Security purchased by the
Company pursuant to Section 4.10 of the Indenture, check the box: [ ]

                  If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.10 of the Indenture, state the
amount: $
         -------------

Dated:                    Signed:
      ------------------         ----------------------------------------
                                 (Sign exactly as name appears on the other
                                 side of this Security)
Signature Guarantee:
                    ---------------------------------------------------------
                    Participant in a recognized Signature Guarantee Medallion
                    Program (or other signature guarantor program reasonably
                    acceptable to the Trustee)


                                      A-11
<PAGE>
                                                                       EXHIBIT B


                            Form of Certificate To Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors
                                                             [            ], [ ]

Attention:

                           Re:      QUALITY DISTRIBUTION, INC.
                                    12% Junior Subordinated PIK Notes due 2009
                                    (the "Securities")

Ladies and Gentlemen:

                  In connection with our proposed purchase of 12% Junior
Subordinated PIK Notes due 2009 of Quality Distribution, Inc. (the "Company"),
we confirm that:

                  1. We have received a copy of the Offering Memorandum and
Consent Solicitation Statement, dated April 10, 2002, as amended by Supplement
No. 1 thereto, dated May 10, 2002 (as amended, the "Offering Memorandum"),
relating to the Securities and such other information as we deem necessary in
order to make our investment decision. We acknowledge that we have read and
agreed to the matters stated on pages (i) - (iii) of the Offering Memorandum and
in the section entitled "Notice to Investors" of the Offering Memorandum,
including the restrictions on duplication and circulation of the Offering
Memorandum.

                  2. We understand that any subsequent transfer of the
Securities is subject to certain restrictions and conditions set forth in the
Indenture relating to the Securities (as described in the Offering Memorandum)
and the undersigned agrees to be bound by, and not to resell, pledge or
otherwise transfer the Securities except in compliance with, such restrictions
and conditions and the Securities Act of 1933, as amended (the "Securities
Act").

                  3. We understand that the offer and sale of the Securities
have not been registered under the Securities Act, and that the Securities 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 or otherwise transfer any Securities
prior to the date which is two years after the original issuance of the
Securities, we will do so only (i) to the Company or any of its subsidiaries,
(ii) inside the United States in accordance with Rule 144A under the Securities
Act to a "qualified institutional buyer" (as defined in Rule 144A under the
Securities Act), (iii) inside the United States 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 the Trustee (as defined in
the Indenture relating to the Securities), a signed letter containing certain
representations and agreements relating to the restrictions on transfer of the
Securities, (iv) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (v) pursuant to the exemption from
registration provided by Rule 144 under the Securities Act (if available), or
(vi) pursuant to an effective


                                      B-1
<PAGE>
registration statement under the Securities Act, and we further agree to provide
to any person purchasing any of the Securities from us a notice advising such
purchaser that resales of the Securities are restricted as stated herein.

                  4. We are not acquiring the Securities for or on behalf of,
and will not transfer the Securities to, any pension or welfare plan (as defined
in Section 3 of the Employee Retirement Income Security Act of 1974), except as
permitted in the section entitled "Transfer Restrictions" of the Offering
Memorandum.

                  5. We understand that, on any proposed resale of any
Securities, we will be required to furnish to the Trustee and the Company such
certification, legal opinions and other information as the Trustee and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Securities purchased
by us will bear a legend to the foregoing effect.

                  6. 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 Securities,
and we and any accounts for which we are acting are each able to bear the
economic risk of our or their investment, as the case may be.

                  7. We are acquiring the Securities purchased by us for our
account or for one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole investment
discretion.

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

                                      Very truly yours,


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


                                      B-2
<PAGE>
                                                                       EXHIBIT C

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

                                                              [           ], [ ]

Attention:

                  Re:      QUALITY DISTRIBUTION, INC. (the "Company")
                           12% Junior Subordinated PIK Notes due 2009
                           (the "Securities")

Ladies and Gentlemen:

                  In connection with our proposed sale of $_________ aggregate
principal amount of the Securities, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

                  (1) the offer of the Securities was not made to a person in
the United States;

                  (2) either (a) at the time the buy offer was originated, the
transferee was outside the United States or we and any person acting on our
behalf reasonably believed that the transferee was outside the United States, or
(b) the transaction was executed in, on or through the facilities of a
designated off-shore securities market and neither we nor any person acting on
our behalf knows that the transaction has been prearranged with a buyer in the
United States;

                  (3) no directed selling efforts have been made in the United
States in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable;

                  (4) the transaction is not part of a plan or scheme to evade
the registration requirements of the Securities Act; and

                  (5) we have advised the transferee of the transfer
restrictions applicable to the Securities.


                                      C-1
<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. Terms used in this certificate have
the meanings set forth in Regulation S.

                                      Very truly yours,

                                      [Name of Transferor]


                                      By:
                                         --------------------------------------
                                      Authorized Signature



                                       C-2