<PAGE>
                                                                     Exhibit 4.5

                                                                  EXECUTION COPY

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

                             TEXAS INDUSTRIES, INC.

                         10 1/4% SENIOR NOTES DUE 2011

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

                                    INDENTURE

                            Dated as of June 6, 2003

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

                     WELLS FARGO BANK, NATIONAL ASSOCIATION

                                     TRUSTEE

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

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

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                                                                   INDENTURE SECTION
  -----------                                                                                   -----------------
<S>                                                                                             <C>
310(a)(1)..................................................................................         7.10
   (a)(2)..................................................................................         7.10
   (a)(3)..................................................................................         N.A.
   (a)(4)..................................................................................         N.A.
   (a)(5)..................................................................................         7.10
   (b).....................................................................................         7.10
   (c).....................................................................................         N.A.
311(a).....................................................................................         7.11
   (b).....................................................................................         7.11
   (c).....................................................................................         N.A.
312(a).....................................................................................         2.06
   (b).....................................................................................         12.03
   (c).....................................................................................         12.03
313(a).....................................................................................         7.06
   (b)(1)..................................................................................         N.A.
   (b)(2)..................................................................................         7.06, 7.07
   (c).....................................................................................         7.06, 12.02
   (d).....................................................................................         7.06
314(a).....................................................................................         12.05
   (b).....................................................................................         N.A.
   (c)(1)..................................................................................         N.A.
   (c)(2)..................................................................................         N.A.
   (c)(3)..................................................................................         N.A.
   (d).....................................................................................         N.A.
   (e).....................................................................................         12.05
   (f).....................................................................................         N.A.
315(a).....................................................................................         N.A.
   (b).....................................................................................         N.A.
   (c).....................................................................................         N.A.
   (d).....................................................................................         N.A.
   (e).....................................................................................         N.A.
316(a) (last sentence).....................................................................         N.A.
   (a)(1)(A)...............................................................................         N.A.
   (a)(1)(B)...............................................................................         N.A.
   (a)(2)..................................................................................         N.A.
   (b).....................................................................................         N.A.
</TABLE>

-------------------------
N.A. means not applicable.

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

<PAGE>

<TABLE>
<S>                                                                                             <C>
   (c).....................................................................................         12.14
317(a)(1)..................................................................................         N.A.
   (a)(2)..................................................................................         N.A.
   (b).....................................................................................         N.A.
318(a).....................................................................................         N.A.
   (b).....................................................................................         N.A.
   (c).....................................................................................         12.01
</TABLE>

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
                                                   ARTICLE ONE
                                          DEFINITIONS AND INCORPORATION
                                                   BY REFERENCE
<S>                                                                                                          <C>
Section 1.01. Definitions...............................................................................       1
Section 1.02. Other Definitions.........................................................................      25
Section 1.03. Incorporation by Reference of Trust Indenture Act.........................................      26
Section 1.04. Rules of Construction.....................................................................      26

                                                   ARTICLE TWO
                                                    THE NOTES

Section 2.01. Form and Dating...........................................................................      27
Section 2.02. Execution and Authentication..............................................................      28
Section 2.03. Methods of Receiving Payments on the Notes................................................      28
Section 2.04. Registrar and Paying Agent................................................................      29
Section 2.05. Paying Agent to Hold Money in Trust.......................................................      29
Section 2.06. Holder Lists..............................................................................      29
Section 2.07. Transfer and Exchange.....................................................................      30
Section 2.08. Replacement Notes.........................................................................      42
Section 2.09. Outstanding Notes.........................................................................      42
Section 2.10. Treasury Notes............................................................................      42
Section 2.11. Temporary Notes...........................................................................      43
Section 2.12. Cancellation..............................................................................      43
Section 2.13. Defaulted Interest........................................................................      43
Section 2.14. CUSIP Numbers.............................................................................      43

                                                  ARTICLE THREE
                                             REDEMPTION AND OFFERS TO
                                                     PURCHASE

Section 3.01. Notices to Trustee........................................................................      44
Section 3.02. Selection of Notes to Be Redeemed.........................................................      44
Section 3.03. Notice of Redemption......................................................................      44
Section 3.04. Effect of Notice of Redemption............................................................      45
Section 3.05. Deposit of Redemption Price...............................................................      45
Section 3.06. Notes Redeemed in Part....................................................................      46
Section 3.07. Optional Redemption.......................................................................      46
Section 3.08. Repurchase Offers.........................................................................      47
Section 3.09. Application of Trust Money................................................................      49
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                           <C>
                                                   ARTICLE FOUR
                                                    COVENANTS

Section 4.01. Payment of Notes..........................................................................      49
Section 4.02. Maintenance of Office or Agency...........................................................      49
Section 4.03. Reports...................................................................................      50
Section 4.04. Compliance Certificate....................................................................      50
Section 4.05. Taxes.....................................................................................      51
Section 4.06. Stay, Extension and Usury Laws............................................................      51
Section 4.07. Restricted Payments.......................................................................      51
Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.................      54
Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock................................      56
Section 4.10. Asset Sales...............................................................................      58
Section 4.11. Transactions with Affiliates..............................................................      59
Section 4.12. Liens.....................................................................................      60
Section 4.13. Business Activities.......................................................................      60
Section 4.14. Offer to Repurchase upon a Change of Control..............................................      60
Section 4.15. Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries..........      61
Section 4.16. Designation of Restricted and Unrestricted Subsidiaries...................................      62
Section 4.17. Payments for Consent......................................................................      63
Section 4.18. Guarantees................................................................................      64
Section 4.19. Sale and Leaseback Transactions...........................................................      64
Section 4.20. [INTENTIONALLY OMITTED]...................................................................      64
Section 4.21. Suspension of Certain Covenants and Agreements............................................      64

                                                   ARTICLE FIVE
                                                    SUCCESSORS

Section 5.01. Merger, Consolidation or Sale of Assets...................................................      65
Section 5.02. Successor Corporation Substituted.........................................................      66

                                                   ARTICLE SIX
                                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.........................................................................      66
Section 6.02. Acceleration..............................................................................      68
Section 6.03. Other Remedies............................................................................      68
Section 6.04. Waiver of Past Defaults...................................................................      68
Section 6.05. Control by Majority.......................................................................      69
Section 6.06. Limitation on Suits.......................................................................      69
Section 6.07. Rights of Holders of Notes to Receive Payment.............................................      70
Section 6.08. Collection Suit by Trustee................................................................      70
Section 6.09. Trustee May File Proofs of Claim..........................................................      70
Section 6.10. Priorities................................................................................      71
Section 6.11. Undertaking for Costs.....................................................................      71
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                           <C>
                                                  ARTICLE SEVEN
                                                     TRUSTEE

Section 7.01. Duties of Trustee.........................................................................      72
Section 7.02. Certain Rights of Trustee.................................................................      73
Section 7.03. Individual Rights of Trustee..............................................................      73
Section 7.04. Trustee's Disclaimer......................................................................      74
Section 7.05. Notice of Defaults........................................................................      74
Section 7.06. Reports by Trustee to Holders of the Notes................................................      74
Section 7.07. Compensation and Indemnity................................................................      74
Section 7.08. Replacement of Trustee....................................................................      75
Section 7.09. Successor Trustee by Merger, Etc..........................................................      76
Section 7.10. Eligibility; Disqualification.............................................................      76
Section 7.11. Preferential Collection of Claims Against Company.........................................      76

                                                  ARTICLE EIGHT
                                        DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance..................................      77
Section 8.02. Legal Defeasance and Discharge............................................................      77
Section 8.03. Covenant Defeasance.......................................................................      77
Section 8.04. Conditions to Legal or Covenant Defeasance................................................      78
Section 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous
                      Provisions........................................................................      79
Section 8.06. Repayment to the Company..................................................................      80
Section 8.07. Reinstatement.............................................................................      80

                                                   ARTICLE NINE
                                         AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.......................................................      81
Section 9.02. With Consent of Holders of Notes..........................................................      81
Section 9.03. Compliance with Trust Indenture Act.......................................................      83
Section 9.04. Revocation and Effect of Consents.........................................................      83
Section 9.05. Notation on or Exchange of Notes..........................................................      84
Section 9.06. Trustee to Sign Amendments, Etc...........................................................      84

                                                   ARTICLE TEN
                                                 NOTE GUARANTEES

Section 10.01. Guarantee................................................................................      84
Section 10.02. Limitation on Guarantor Liability........................................................      85
Section 10.03. Execution and Delivery of Note Guarantee.................................................      86
Section 10.04. Guarantors May Consolidate, Etc., on Certain Terms.......................................      86
Section 10.05. Release of Guarantor.....................................................................      87
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                           <C>

                                                  ARTICLE ELEVEN
                                            SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge...............................................................      87
Section 11.02. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous
                      Provisions........................................................................      88
Section 11.03. Repayment to the Company.................................................................      89

                                                  ARTICLE TWELVE
                                                  MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls.............................................................      89
Section 12.02. Notices..................................................................................      89
Section 12.03. Communication by Holders of Notes with Other Holders of Notes............................      90
Section 12.04. Certificate and Opinion as to Conditions Precedent.......................................      90
Section 12.05. Statements Required in Certificate or Opinion............................................      91
Section 12.06. Rules by Trustee and Agents..............................................................      91
Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders.................      91
Section 12.08. Governing Law............................................................................      91
Section 12.09. Consent to Jurisdiction..................................................................      92
Section 12.10. No Adverse Interpretation of Other Agreements............................................      92
Section 12.11. Successors...............................................................................      92
Section 12.12. Severability.............................................................................      92
Section 12.13. Counterpart Originals....................................................................      92
Section 12.14. Acts of Holders..........................................................................      92
Section 12.15. Benefit of Indenture.....................................................................      94
Section 12.16. Table of Contents, Headings, Etc.........................................................      94
</TABLE>

                                    EXHIBITS

Exhibit A         FORM OF NOTE

Exhibit B         FORM OF CERTIFICATE OF TRANSFER

Exhibit C         FORM OF CERTIFICATE OF EXCHANGE

Exhibit D         FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
                  INVESTOR

Exhibit E         FORM OF NOTATION OF GUARANTEE

Exhibit F         FORM OF SUPPLEMENTAL INDENTURE

                                       iv

<PAGE>

                  INDENTURE dated as of June 6, 2003 among Texas Industries,
Inc., a Delaware corporation (the "COMPANY"), the initial Guarantors (as defined
below) listed on the signature pages hereto and Wells Fargo Bank, National
Association, a national banking association, as trustee.

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its 10 1/4%
Senior Notes due 2011 to be issued in one or more series as provided in this
Indenture. The initial Guarantors have duly authorized the execution and
delivery of this Indenture to provide for a guarantee of the Notes and of
certain of the Company's obligations hereunder. All things necessary to make
this Indenture a valid agreement of the Company and the initial Guarantors, in
accordance with its terms, have been done.

                  The Company, the Guarantors and the Trustee (as defined below)
agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders (as defined below) of the 10 1/4% Senior Notes due 2011:

                                  ARTICLE ONE
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01. Definitions.

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

                  "ACCOUNTS RECEIVABLE FACILITY" means the accounts receivable
purchase arrangements established pursuant to the Receivables Purchase Agreement
dated as of March 11, 1999 among the Company, TXI Receivables Corporation, the
Financial Institutions listed on Schedule A thereto, Falcon Asset Securitization
Corporation (together with the Financial Institutions, the "PURCHASERS") and the
First National Bank of Chicago, as Agent for the Purchasers, including any
related notes, Guarantees, documents, instruments and agreements executed in
connection therewith.

                  "ACQUIRED DEBT" means, with respect to any specified Person:
(i) Indebtedness of any other Person existing at the time such other Person is
merged with or into, or becomes a Subsidiary of, such specified Person, whether
or not such Indebtedness is Incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a Subsidiary of, such
specified Person; and (ii) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.

                  "ADDITIONAL NOTES" means an unlimited maximum aggregate
principal amount of Notes (other than the Notes issued on the date hereof)
issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof.

<PAGE>

                  "AFFILIATE" of any specified Person means (1) any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person or (2) any executive officer or
director of such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.

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

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

                  "ASSET SALE" means:

                  (1)      the sale, lease, conveyance or other disposition of
         any property or assets; provided that the sale, conveyance or other
         disposition of all or substantially all of the assets of the Company
         and its Restricted Subsidiaries taken as a whole shall be governed by
         Section 4.14 and/or Section 5.01 and not by Section 4.10; and

                  (2)      the issuance of Equity Interests by any of the
         Company's Restricted Subsidiaries or the sale by the Company or any
         Restricted Subsidiary of Equity Interests in any of its Subsidiaries.

Notwithstanding the preceding, the following items shall be deemed not to be
Asset Sales:

                  (1)      any single transaction or series of related
         transactions that involves assets having a fair market value of less
         than $2.0 million;

                  (2)      a transfer of assets between or among the Company and
         its Restricted Subsidiaries;

                  (3)      an issuance of Equity Interests by a Restricted
         Subsidiary to the Company or to another Restricted Subsidiary;

                  (4)      the sale or lease of equipment, inventory, accounts
         receivable or other assets in the ordinary course of business,
         including sales of accounts receivable and related assets under any
         Qualified Receivables Transaction;

                  (5)      the sale or other disposition of Cash Equivalents;

                  (6)      a Restricted Payment that is permitted by Section
         4.07; and

                  (7)      a Permitted Investment.

                                       2

<PAGE>

                  "ATTRIBUTABLE DEBT" in respect of a sale and leaseback
transaction means, at the time of determination, the present value of the
obligation of the lessee for net rental payments during the remaining term of
the lease included in such sale and leaseback transaction, including any period
for which such lease has been extended or may, at the option of the lessor, be
extended. Such present value shall be calculated using a discount rate equal to
the rate of interest implicit in such transaction, determined in accordance with
GAAP.

                  "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors.

                  "BENEFICIAL OWNER" has the meaning assigned to such term in
Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in Section
13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms "Beneficially Owns" and "Beneficially Owned" shall have a
corresponding meaning.

                  "BOARD OF DIRECTORS" means:

                  (1)      with respect to a corporation, the board of directors
         of the corporation; and

                  (2) with respect to any other Person, the board or committee
         of such Person serving a similar function.

                  "BOARD RESOLUTION" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification.

                  "BROKER-DEALER" has the meaning set forth in the Registration
Rights Agreement.

                  "BUSINESS DAY" means any day other than a Legal Holiday.

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

                  "CAPITAL STOCK" means:

                  (1)      in the case of a corporation, corporate stock;

                  (2)      in the case of an association or business entity, any
         and all shares, interests, participations, rights or other equivalents
         (however designated) of corporate stock;

                  (3)      in the case of a partnership or limited liability
         company, partnership or membership interests (whether general or
         limited); and

                                       3

<PAGE>

                  (4)      any other interest or participation that confers on a
         Person the right to receive a share of the profits and losses of, or
         distributions of assets of, the issuing Person.

                  "CASH EQUIVALENTS" means:

                  (1)      United States dollars;

                  (2)      securities issued or directly and fully guaranteed or
         insured by the United States government or any agency or
         instrumentality thereof (provided that the full faith and credit of the
         United States is pledged in support thereof) having maturities of not
         more than twelve months from the date of acquisition;

                  (3)      certificates of deposit and eurodollar time deposits
         with maturities of twelve months or less from the date of acquisition,
         bankers' acceptances with maturities not exceeding six months and
         overnight bank deposits, in each case, with any domestic commercial
         bank having capital and surplus in excess of $500.0 million and a
         Thomson Bank Watch Rating of "B" or better;

                  (4)      repurchase obligations with a term of not more than
         seven days for underlying securities of the types described in clauses
         (2) and (3) above entered into with any financial institution meeting
         the qualifications specified in clause (3) above;

                  (5)      commercial paper having the highest rating obtainable
         from Moody's or S&P and in each case maturing within six months after
         the date of acquisition; and

                  (6)      money market funds at least 95% of the assets of
         which constitute Cash Equivalents of the kinds described in clauses (1)
         through (5) of this definition.

                  "CHANGE OF CONTROL" means the occurrence of any of the
following:

                  (1)      the direct or indirect sale, transfer, conveyance or
         other disposition (other than by way of merger or consolidation), in
         one or a series of related transactions, of all or substantially all of
         the properties or assets of the Company and its Restricted
         Subsidiaries, taken as a whole, to any "person" (as that term is used
         in Section 13(d)(3) of the Exchange Act);

                  (2)      the adoption of a plan relating to the liquidation or
         dissolution of the Company;

                  (3)      any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Exchange Act) becomes the ultimate
         Beneficial Owner, directly or indirectly, of 35% or more of the voting
         power of the Voting Stock of the Company;

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

                                       4

<PAGE>

                  (5)      the Company consolidates with, or merges with or
         into, any Person, or any Person consolidates with, or merges with or
         into the Company, in any such event pursuant to a transaction in which
         any of the outstanding Voting Stock of the Company or such other Person
         is converted into or exchanged for cash, securities or other property,
         other than any such transaction where (A) the Voting Stock of the
         Company outstanding immediately prior to such transaction remains
         outstanding and constitutes or is converted into or exchanged for
         Voting Stock (other than Disqualified Stock) of the surviving or
         transferee Person that constitutes a majority of the outstanding shares
         of such Voting Stock of such surviving or transferee Person
         (immediately after giving effect to such issuance) and (B) immediately
         after such transaction, no "person" or "group" (as such terms are used
         in Section 13(d) and 14(d) of the Exchange Act) becomes, directly or
         indirectly, the beneficial owner (as defined above) of 35% or more of
         the voting power of the Voting Stock of the Company.

                  "CLEARSTREAM" means Clearstream Banking, societe anonyme,
Luxembourg (formerly Cedel Bank, societe anonyme), and any successor thereto.

                  "CLOSING DATE" means June 6, 2003.

                  "COMPANY" means Texas Industries, Inc. until a successor
replaces it pursuant to Section 5.01 hereof and thereafter means the successor.

                  "CONSOLIDATED CASH FLOW" means, with respect to any specified
Person for any period, the Consolidated Net Income of such Person for such
period plus:

                  (1)      provision for taxes based on income or profits of
         such Person and its Restricted Subsidiaries for such period, to the
         extent that such provision for taxes was deducted in computing such
         Consolidated Net Income; plus

                  (2)      Fixed Charges of such Person and its Restricted
         Subsidiaries for such period, to the extent that any such Fixed Charges
         were deducted in computing such Consolidated Net Income; plus

                  (3)      depreciation, depletion, amortization (including
         amortization of goodwill and other intangibles but excluding
         amortization of prepaid cash expenses that were paid in a prior period)
         and other non-cash expenses (excluding any such non-cash expense to the
         extent that it represents an accrual of or reserve for cash expenses in
         any future period or amortization of a prepaid cash expense that was
         paid in a prior period) of such Person and its Subsidiaries for such
         period to the extent that such depreciation, depletion, amortization
         and other non-cash expenses were deducted in computing such
         Consolidated Net Income; plus

                  (4)      net losses of any Unrestricted Subsidiary or any
         other Person that is not a Restricted Subsidiary of the Company and is
         accounted for by the equity method of accounting, to the extent that
         such net losses were deducted in computing such Consolidated Net
         Income; minus

                                       5

<PAGE>

                  (5)      non-cash items increasing such Consolidated Net
         Income for such period, other than the accrual of revenue consistent
         with past practice and any items that represent the reversal of any
         accrual of, or cash reserve for, anticipated cash charges in any prior
         period, in each case, on a consolidated basis and determined in
         accordance with GAAP.

                  Notwithstanding the preceding, the provision for taxes based
on the income or profits of, and the depreciation, depletion and amortization
and other non-cash expenses of, a Restricted Subsidiary of the Company shall be
added to Consolidated Net Income to compute Consolidated Cash Flow of the
Company only to the extent that a corresponding amount would be permitted at the
date of determination to be dividended, distributed or lent to the Company by
such Restricted Subsidiary without prior governmental approval (that has not
been obtained), and without direct or indirect restriction pursuant to the terms
of its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Subsidiary or
its stockholders.

                  "CONSOLIDATED NET INCOME" means, with respect to any specified
Person for any period, the aggregate of the Net Income of such Person and its
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

                  (1)      the Net Income (but not loss) of any Person that is
         not a Restricted Subsidiary or that is accounted for by the equity
         method of accounting shall be included only to the extent of the amount
         of dividends or distributions paid in cash to the specified Person or a
         Restricted Subsidiary thereof;

                  (2)      the Net Income of any Restricted Subsidiary shall be
         excluded to the extent that both the declaration or payment of
         dividends or similar distributions and the making of loans by that
         Restricted Subsidiary of that Net Income are not at the date of
         determination permitted without any prior governmental approval (that
         has not been obtained) or, directly or indirectly, by operation of the
         terms of its charter or any agreement, instrument, judgment, decree,
         order, statute, rule or governmental regulation applicable to that
         Restricted Subsidiary or its equityholders;

                  (3)      the Net Income of any Person acquired during the
         specified period for any period prior to the date of such acquisition
         shall be excluded;

                  (4)      the cumulative effect of a change in accounting
         principles shall be excluded; and

                  (5)      the Net Income (but not loss) of any Unrestricted
         Subsidiary shall be excluded, whether or not distributed to the
         specified Person or one of its Subsidiaries.

                  "CONTINUING DIRECTORS" means, as of any date of determination,
any member of the Board of Directors of the Company who:

                  (1)      was a member of such Board of Directors on the date
         of this Indenture; or

                                       6

<PAGE>

                  (2)      was nominated for election or elected to such Board
         of Directors with the approval of a majority of the Continuing
         Directors who were members of such Board at the time of such nomination
         or election.

                  "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the
address of the Trustee specified in Section 12.02 hereof or such other address
as to which the Trustee may give notice to the Company.

                  "CREDIT AGREEMENT" means the Credit Agreement dated as of the
date hereof by and among the Company and the Company's Subsidiaries party
thereto, Bank of America, N.A., as Administrative Agent, Banc of America
Securities LLC, as Sole Lead Arranger and Book Manager, and the other Lenders
named therein presently providing for up to $200.0 million of revolving credit
borrowings, including any related notes, Guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as
amended, modified, renewed, refunded, replaced, decreased, increased or
refinanced from time to time, regardless of whether such amendment,
modification, renewal, refunding, replacement, decrease, increase or refinancing
is with the same financial institutions or otherwise.

                  "CREDIT FACILITIES" means, one or more debt or receivables
facilities (including, without limitation, the Credit Agreement and the Accounts
Receivable Facility) or commercial paper facilities, in each case with banks,
vendors or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced, decreased, increased or
refinanced in whole or in part from time to time.

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

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

                  "DEFINITIVE NOTE" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.07 hereof,
substantially in the form of Exhibit A hereto, and such Note shall not bear the
Global Note Legend and shall not have the "Schedule of Exchanges of Interests in
the Global Note" attached thereto.

                  "DEPOSITARY" means, with respect to the Notes issuable or
issued in whole or in part in global form, the Person specified in Section 2.04
hereof as the Depositary with respect to the Notes, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

                  "DISQUALIFIED STOCK" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder thereof), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder thereof, in whole or in part, on or prior to the date that is one year
after the date on

                                       7

<PAGE>

which the Notes mature. Notwithstanding the preceding sentence, any Capital
Stock that would constitute Disqualified Stock solely because the holders
thereof have the right to require the Company to repurchase such Capital Stock
upon the occurrence of a change of control or an asset sale shall not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.07. The term
"Disqualified Stock" shall also include any options, warrants or other rights
that are convertible into Disqualified Stock or that are redeemable at the
option of the holder, or required to be redeemed, prior to the date that is one
year after the date on which the Notes mature.

                  "DOMESTIC SUBSIDIARY" means any Restricted Subsidiary of the
Company other than a Subsidiary that is (1) a "controlled foreign corporation"
under Section 957 of the Internal Revenue Code or (2) a Subsidiary of any such
controlled foreign corporation.

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

                  "EQUITY OFFERING" means a public or private offer and sale of
Capital Stock (other than Disqualified Stock) of the Company.

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

                  "EXCHANGE NOTES" means the Notes issued in the Exchange Offer
in accordance with Section 2.07(f) hereof.

                  "EXCHANGE OFFER" has the meaning set forth in the Registration
Rights Agreement.

                  "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set
forth in the Registration Rights Agreement.

                  "EXISTING INDEBTEDNESS" means the aggregate principal amount
of Indebtedness of the Company and its Subsidiaries (other than Indebtedness
under the Credit Agreement and the Accounts Receivable Facility) in existence on
the date of this Indenture.

                  "FAIR MARKET VALUE" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Board of Directors, whose determination shall
be conclusive if evidenced by a Board Resolution.

                  "FIXED CHARGES" means, with respect to any specified Person
for any period, the sum, without duplication, of:

                  (1)      the consolidated interest expense of such Person and
         its Restricted Subsidiaries for such period, whether paid or accrued,
         including, without limitation, amortization of debt issuance costs and
         original issue discount, non-cash interest payments, the interest
         component of any deferred payment obligations, the interest

                                       8

<PAGE>

         component of all payments associated with Capital Lease Obligations,
         imputed interest with respect to Attributable Debt, commissions,
         discounts and other fees and charges Incurred in respect of letter of
         credit or bankers' acceptance financings, and net of the effect of all
         payments made or received pursuant to Hedging Obligations; plus

                  (2)      the consolidated interest of such Person and its
         Restricted Subsidiaries that was capitalized during such period; plus

                  (3)      any interest expense on Indebtedness of another
         Person that is Guaranteed by such Person or one of its Restricted
         Subsidiaries or secured by a Lien on assets of such Person or one of
         its Restricted Subsidiaries, whether or not such Guarantee or Lien is
         called upon; plus

                  (4)      any accounts receivable facility fees or discounts
         paid under the Accounts Receivable Facility or any other receivables
         financing; plus

                  (5)      the product of (a) all dividends, whether paid or
         accrued and whether or not in cash, on any series of Disqualified Stock
         or preferred stock of such Person or any of its Restricted Subsidiaries
         that are not tax deductible for such Person or such Restricted
         Subsidiary, other than dividends on Equity Interests payable solely in
         Equity Interests of the Company (other than Disqualified Stock) or to
         the Company or a Restricted Subsidiary of the Company, times (b) a
         fraction, the numerator of which is one and the denominator of which is
         one minus the then current combined federal, state and local statutory
         tax rate of such Person, expressed as a decimal, in each case, on a
         consolidated basis and in accordance with GAAP; plus

                  (6)      all dividends, whether paid or accrued and whether or
         not in cash, on any series of Disqualified Stock or preferred stock of
         such Person or any of its Restricted Subsidiaries that are tax
         deductible for such Person or such Restricted Subsidiary, other than
         dividends on Equity Interests payable solely in Equity Interests of the
         Company (other than Disqualified Stock) or to the Company or a
         Restricted Subsidiary of the Company.

                  "FIXED CHARGE COVERAGE RATIO" means with respect to any
specified Person for any period, the ratio of the Consolidated Cash Flow of such
Person for such period to the Fixed Charges of such Person for such period. In
the event that the specified Person or any of its Subsidiaries Incurs, assumes,
Guarantees, repays, repurchases or redeems any Indebtedness or issues,
repurchases or redeems preferred stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated and on or
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "CALCULATION DATE"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such Incurrence,
assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or
such issuance, repurchase or redemption of preferred stock, and the use of the
proceeds therefrom as if the same had occurred at the beginning of the
applicable four-quarter reference period.

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

                                       9

<PAGE>

                  (1)      acquisitions and dispositions of business entities or
         property and assets constituting a division or line of business of any
         Person that have been made by the specified Person or any of its
         Restricted Subsidiaries, including through mergers or consolidations
         and including any related financing transactions, during the
         four-quarter reference period or subsequent to such reference period
         and on or prior to the Calculation Date shall be given pro forma effect
         as if they had occurred on the first day of the four-quarter reference
         period and Consolidated Cash Flow for such reference period shall be
         calculated on a pro forma basis in accordance with Regulation S-X under
         the Securities Act, but without giving effect to clause (3) of the
         proviso set forth in the definition of Consolidated Net Income;

                  (2)      the Consolidated Cash Flow attributable to
         discontinued operations, as determined in accordance with GAAP shall be
         excluded;

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

                  (4)      consolidated interest expense attributable to
         interest on any Indebtedness (whether existing or being Incurred)
         computed on a pro forma basis and bearing a floating interest rate
         shall be computed as if the rate in effect on the Calculation Date
         (taking into account any interest rate option, swap, cap or similar
         agreement applicable to such Indebtedness if such agreement has a
         remaining term in excess of 12 months or, if shorter, at least equal to
         the remaining term of such Indebtedness) had been the applicable rate
         for the entire period.

                  "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, the opinions and
pronouncements of the Public Company Accounting Oversight Board and in the
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are in effect on the
Closing Date. All ratios and computations contained or referred to in this
Indenture shall be computed in conformity with GAAP and shall be made without
giving effect to the write off of debt issuance costs or payment of consent fees
or premiums on or prior to the date of this Indenture.

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

                  "GLOBAL NOTES" means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, substantially in
the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.07(b),
2.07(d) or 2.07(f) of this Indenture.

                  "GUARANTEE" means, as to any Person, a guarantee other than by
endorsement of negotiable instruments for collection in the ordinary course of
business, direct or indirect, in any manner including, without limitation, by
way of a pledge of assets or through letters of credit or

                                       10

<PAGE>

reimbursement agreements in respect thereof, of all or any part of any
Indebtedness of another Person.

                  "GUARANTORS" means:

                  (1)      each direct or indirect Domestic Subsidiary of the
         Company on the date of this Indenture, other than TXI Receivables
         Corporation and TXI Capital Trust I; and

                  (2)      any other subsidiary that executes a Note Guarantee
         in accordance with the provisions of this Indenture;

and their respective successors and assigns until released from their
obligations under their Note Guarantees and this Indenture in accordance with
the terms of this Indenture.

                  "HEDGING OBLIGATIONS" means, with respect to any specified
Person, the obligations of such Person under:

                  (1)      interest rate swap agreements, interest rate cap
         agreements, interest rate collar agreements and other agreements or
         arrangements designed for the purpose of fixing, hedging or swapping
         interest rate risk;

                  (2)      commodity swap agreements, commodity option
         agreements, forward contracts and other agreements or arrangements
         designed for the purpose of fixing, hedging or swapping commodity price
         risk; and

                  (3)      foreign exchange contracts, currency swap agreements
         and other agreements or arrangements designed for the purpose of
         fixing, hedging or swapping foreign currency exchange rate risk.

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

                  "INCUR" means, with respect to any Indebtedness, to incur,
create, issue, assume, Guarantee or otherwise become directly or indirectly
liable for or with respect to, or become responsible for, the payment of,
contingently or otherwise, such Indebtedness; provided that (1) any Indebtedness
of a Person existing at the time such Person becomes a Restricted Subsidiary of
the Company shall be deemed to be Incurred by such Restricted Subsidiary at the
time it becomes a Restricted Subsidiary of the Company and (2) neither the
accrual of interest nor the accretion of original issue discount nor the payment
of interest in the form of additional Indebtedness (to the extent provided for
when the Indebtedness on which such interest is paid was originally issued)
shall be considered an Incurrence of Indebtedness.

                  "INDEBTEDNESS" means, with respect to any specified Person,
any indebtedness of such Person, whether or not contingent, in respect of:

                  (1)      borrowed money;

                  (2)      evidenced by bonds, notes, debentures or similar
         instruments or letters of credit (or reimbursement agreements in
         respect thereof), but excluding obligations with

                                       11

<PAGE>

         respect to letters of credit (including trade letters of credit)
         securing obligations described in clause (5) below entered into in the
         ordinary course of business of such Person to the extent such letters
         of credit are not drawn upon or, if drawn upon, to the extent such
         drawing is reimbursed no later than the third Business Day following
         receipt by such Person of a demand for reimbursement; provided,
         however, that the foregoing exclusion shall not apply to letters of
         credit outstanding under the Credit Agreement;

                  (3)      banker's acceptances;

                  (4)      Capital Lease Obligations and Attributable Debt;

                  (5)      the balance deferred and unpaid of the purchase price
         of any property which purchase price is due more than six months after
         the date of placing such property in service or taking delivery and
         title thereto, except any such balance that constitutes an accrued
         expense or trade payable;

                  (6)      Hedging Obligations, other than Hedging Obligations
         that are Incurred in the ordinary course of business for the purpose of
         fixing, hedging or swapping interest rate, commodity price or foreign
         currency exchange rate risk (or to reverse or amend any such agreements
         previously made for such purposes), and not for speculative purposes,
         and that do not increase the Indebtedness of the obligor outstanding at
         any time other than as a result of fluctuations in interest rates,
         commodity prices or foreign currency exchange rates or by reason of
         fees, indemnities and compensation payable thereunder; or

                  (7)      Disqualified Stock valued at the greater of its
         voluntary or involuntary maximum fixed repurchase price plus accrued
         dividends.

                  In addition, the term "Indebtedness" includes (x) for purposes
of Article Four, any Obligations Incurred in connection with the Accounts
Receivable Facility or any other receivables financing, (y) all Indebtedness of
others secured by a Lien on any asset of the specified Person (whether or not
such Indebtedness is assumed by the specified Person), provided that the amount
of such Indebtedness shall be the lesser of (A) the fair market value of such
asset at such date of determination and (B) the amount of such Indebtedness, and
(z) to the extent not otherwise included, the Guarantee by the specified Person
of any Indebtedness of any other Person. For purposes hereof, the "maximum fixed
repurchase price" of any Disqualified Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Disqualified Stock as if such Disqualified Stock were purchased on any 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 Stock, such fair market value shall be determined in
good faith by the Board of Directors of the issuer of such Disqualified Stock.

                  The amount of any Indebtedness outstanding as of any date
shall be the outstanding balance at such date of all unconditional obligations
as described above and, with respect to contingent obligations, the maximum
liability upon the occurrence of the contingency giving rise to the obligation,
and shall be:

                                       12

<PAGE>

                  (1)      the accreted value thereof, in the case of any
         Indebtedness issued with original issue discount; and

                  (2)      the principal amount thereof or, in the case of the
         Accounts Receivable Facility or any other receivables financing, an
         equivalent amount, together with any interest or Accounts Receivable
         Facility fees thereon that are more than 30 days past due, in the case
         of any other Indebtedness;

provided that Indebtedness shall not include:

                  (i)      any liability for federal, state, local or other
         taxes,

                  (ii)     performance, surety or appeal bonds provided in the
         ordinary course of business, and letters of credit supporting any such
         bonds or provided to serve the purpose of any such bonds to the extent
         such letters of credit are not drawn upon or, if drawn upon, to the
         extent such drawing is reimbursed no later than the third Business Day
         following receipt by such Person of a demand for reimbursement, or

                  (iii)    agreements providing for indemnification, adjustment
         of purchase price or similar obligations, or Guarantees or letters of
         credit, surety bonds or performance bonds securing any obligations of
         the Company or any of its Restricted Subsidiaries pursuant to such
         agreements, in any case Incurred in connection with the disposition of
         any business, assets or Restricted Subsidiary (other than Guarantees of
         Indebtedness Incurred by any Person acquiring all or any portion of
         such business, assets or Restricted Subsidiary for the purpose of
         financing such acquisition), so long as the principal amount does not
         exceed the gross proceeds actually received by the Company or any
         Restricted Subsidiary in connection with such disposition.

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

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

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

                  "INVESTMENT GRADE" means (1) BBB- or above, in the case of S&P
(or its equivalent under any successor Rating Categories of S&P) and Baa3 or
above, in the case of Moody's (or its equivalent under any successor Rating
Categories of Moody's), or (2) the equivalent in respect of the Rating
Categories of any Rating Agencies.

                  "INVESTMENTS" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans or other extensions of credit (including Guarantees, but
excluding advances to customers or suppliers in the ordinary course of business
that are, in conformity with GAAP, recorded as accounts receivable, prepaid
expenses or deposits on the balance sheet of the Company or its Restricted

                                       13

<PAGE>

Subsidiaries and endorsements for collection or deposit arising in the ordinary
course of business), advances (excluding commission, travel and similar advances
to officers and employees made consistent with past practices), capital
contributions, purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities, together with all items that
are or would be classified as investments on a balance sheet prepared in
accordance with GAAP.

                  If the Company or any Restricted Subsidiary of the Company
sells or otherwise disposes of any Equity Interests of any direct or indirect
Restricted Subsidiary of the Company such that, after giving effect to any such
sale or disposition, such Person is no longer a Restricted Subsidiary of the
Company, the Company shall be deemed to have made an Investment on the date of
any such sale or disposition equal to the fair market value of the Investments
in such Restricted Subsidiary not sold or disposed of in an amount determined as
provided in Section 4.07 hereof. The acquisition by the Company or any
Restricted Subsidiary of the Company of a Person that holds an Investment in a
third Person shall be deemed to be an Investment by the Company or such
Restricted Subsidiary in such third Person in an amount equal to the fair market
value of the Investment held by the acquired Person in such third Person in an
amount determined as provided in Section 4.07 hereof.

                  "ISSUER" means the Company.

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

                  "LEGENDED REGULATION S GLOBAL NOTE" means a global Note in the
form of Exhibit A hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount at maturity of the Notes initially sold in reliance
on Rule 903 of Regulation S.

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

                  "LIEN" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law, including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction.

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

                                       14

<PAGE>

                  "MAKE-WHOLE PREMIUM" means, with respect to a Note on any date
of redemption, the greater of (x) 1% of the principal amount of such Note or (y)
the excess of (A) the present value at such date of redemption of (1) the
redemption price of such Note at June 15, 2007 (such redemption price as set
forth under Section 3.07) plus (2) all remaining required interest payments
(exclusive of interest accrued and unpaid to the date of redemption) due on such
Note through June 15, 2007, computed using semi-annual discounting and a
discount rate equal to the Treasury Rate plus 50 basis points, over (B) the then
outstanding principal amount of such Note.

                  "MOODY'S" means Moody's Investors Service, Inc.

                  "NET INCOME" means, with respect to any specified Person, the
net income (loss) of such Person, determined in accordance with GAAP and before
any reduction in respect of preferred stock dividends (other than reductions in
respect of preferred stock dividends on the 5.5% Shared Preference Redeemable
Securities of TXI Capital Trust I outstanding on the date of this Indenture),
excluding, however:

                  (1)      any gain (but not loss), together with any related
         provision for taxes on such gain (but not loss), realized in connection
         with: (a) any sales of assets outside the ordinary course of business
         of the Company and its Restricted Subsidiaries; or (b) the disposition
         of any securities by such Person or any of its Restricted Subsidiaries
         or the extinguishment of any Indebtedness of such Person or any of its
         Restricted Subsidiaries; and

                  (2)      any extraordinary gain (but not loss), together with
         any related provision for taxes on such extraordinary gain (but not
         loss).

                  "NET PROCEEDS" means the aggregate cash proceeds received by
the Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, and amounts required to
be applied to the repayment of Indebtedness or other liabilities, secured by a
Lien on the asset or assets that were the subject of such Asset Sale, or
required to be paid as a result of such sale, and any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance with
GAAP.

                  "NON-U.S. PERSON" means a Person who is not a U.S. Person.

                  "NOTE GUARANTEE" means a Guarantee of the Notes pursuant to
this Indenture.

                  "NOTES" means the 10 1/4% Senior Notes due 2011 of the Company
issued on the date hereof and any Additional Notes, including any Exchange
Notes. The Notes and the Additional Notes, if any, shall be treated as a single
class for all purposes under this Indenture.

                                       15

<PAGE>

                  "OBLIGATIONS" means any principal (or, in the case of the
Accounts Receivable Facility or any other receivables financing, an equivalent
amount), interest, penalties, fees (including accounts receivable facility fees
or discounts), indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness.

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

                  "OFFERING MEMORANDUM" means the offering memorandum of the
Company for the offering of the Notes, dated May 30, 2003.

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

                  "OFFICERS' CERTIFICATE" means a certificate signed on behalf
of the Company by at least two Officers of the Company, one of whom must be the
principal executive officer, the principal financial officer, the treasurer or
the principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.

                  "OPINION OF COUNSEL" means an opinion from legal counsel who
is reasonably acceptable to the Trustee that meets the requirements of Section
12.05 hereof.

                  "PARTICIPANT" means, with respect to the Depositary, Euroclear
or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and with respect to DTC, shall include Euroclear and
Clearstream).

                  "PERMITTED BUSINESS" means any business conducted or proposed
to be conducted (as described in the Offering Memorandum) by the Company and its
Restricted Subsidiaries on the date of this Indenture and other businesses
reasonably related or ancillary thereto.

                  "PERMITTED INVESTMENTS" means:

                  (1)      any Investment in the Company or in a Restricted
         Subsidiary of the Company that is a Guarantor;

                  (2)      any Investment in Cash Equivalents;

                  (3)      any Investment by the Company or any Restricted
         Subsidiary of the Company in a Person, if as a result of such
         Investment:

                           (a)      such Person becomes a Restricted Subsidiary
                  of the Company and a Guarantor; or

                           (b)      such Person is merged, consolidated or
                  amalgamated with or into, or transfers or conveys
                  substantially all of its assets to, or is liquidated into, the
                  Company or a Restricted Subsidiary of the Company that is a
                  Guarantor;

                                       16

<PAGE>

                  (4)      any Investment made as a result of the receipt of
         non-cash consideration from an Asset Sale that was made pursuant to and
         in compliance with Section 4.10;

                  (5)      Investments to the extent acquired in exchange for
         the issuance of Equity Interests (other than Disqualified Stock) of the
         Company;

                  (6)      Hedging Obligations that are Incurred in the ordinary
         course of business for the purpose of fixing, hedging or swapping
         interest rate, commodity price or foreign currency exchange rate risk
         (or to reverse or amend any such agreements previously made for such
         purposes), and not for speculative purposes, and that do not increase
         the Indebtedness of the obligor outstanding at any time other than as a
         result of fluctuations in interest rates, commodity prices or foreign
         currency exchange rates or by reason of fees, indemnities and
         compensation payable thereunder;

                  (7)      other Investments in any Person (other than a Person
         that controls the Company) having an aggregate fair market value
         (measured on the date each such Investment was made and without giving
         effect to subsequent changes in value), when taken together with all
         other Investments made pursuant to this clause (7) since the date of
         this Indenture, not to exceed 10% of the Tangible Assets of the Company
         and its Restricted Subsidiaries (determined as of the end of the most
         recent fiscal quarter of the Company), plus, to the extent that any
         Investment made pursuant to this clause (7) since the date of this
         Indenture is sold for cash or otherwise liquidated or repaid for cash,
         the lesser of (a) the cash return of capital with respect to such
         Investment (less the cost of disposition, if any) and (b) the initial
         amount of such Investment; provided that, at the time such Investment
         is made pursuant to this clause (7) and after giving pro forma effect
         thereto as if such Investment had been made at the beginning of the
         applicable four-quarter period, the Company would have been permitted
         to Incur at least $1.00 of additional Indebtedness pursuant to the
         Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof;

                  (8)      stock, obligations or securities received in
         satisfaction of judgments; and

                  (9)      Investments in a Receivables Subsidiary in connection
         with the Accounts Receivable Facility or any Qualified Receivables
         Transaction.

                  "PERMITTED LIENS" means:

                  (1)      Liens on the assets of the Company and any Guarantor
         securing Indebtedness (and all Obligation related thereto) Incurred
         under Section 4.09(b)(i);

                  (2)      Liens in favor of the Company or any Restricted
         Subsidiary that is a Guarantor;

                  (3)      Liens on property of a Person existing at the time
         such Person is merged with or into or consolidated with the Company or
         any Restricted Subsidiary of the Company or at the time such Person
         becomes a Restricted Subsidiary of the Company; provided that such
         Liens were in existence prior to the contemplation of such transaction

                                       17

<PAGE>

         and do not extend to any other assets of the Company or any Restricted
         Subsidiary (other than additions and accessions to such property of
         such Person);

                  (4)      Liens on property existing at the time of acquisition
         thereof by the Company or any Restricted Subsidiary of the Company;
         provided that such Liens were in existence prior to the contemplation
         of such acquisition and do not extend to any property other than the
         property so acquired by the Company or the Restricted Subsidiary (and
         additions and accessions thereto);

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

                  (6)      Liens on cash or Cash Equivalents securing Hedging
         Obligations of the Company or any of its Restricted Subsidiaries that
         do not constitute Indebtedness or securing letters of credit that
         support such Hedging Obligations;

                  (7)      Liens securing Permitted Refinancing Indebtedness
         (and all Obligation related thereto); provided, that such Liens do not
         extend to or cover any property or assets other than the property or
         assets that secure the Indebtedness being refinanced (and additions and
         accessions to such property or assets);

                  (8)      Liens for taxes, assessments and governmental charges
         not yet delinquent or being contested in good faith and for which
         adequate reserves have been established to the extent required by GAAP;

                  (9)      carriers, warehousemen's, mechanics', worker's,
         materialmen's, operators', landlords' or similar Liens arising in the
         ordinary course of business;

                  (10)     Liens incurred or deposits made in the ordinary
         course of business in connection with worker's compensation,
         unemployment insurance or other social security obligations;

                  (11)     Liens, deposits or pledges to secure the performance
         of bids, tenders, contracts (other than contracts for the payment of
         Indebtedness), leases, or other similar obligations arising in the
         ordinary course of business;

                  (12)     survey exceptions, encumbrances, easements or
         reservations of, or rights of others for, rights of way, zoning or
         other restrictions as to the use of properties, and defects in title
         which, in the case of any of the foregoing, were not incurred or
         created to secure the payment of Indebtedness, and which in the
         aggregate do not materially adversely affect the value of such
         properties or materially impair the use for the purposes of which such
         properties are held by the Company or any Restricted Subsidiaries;

                  (13)     judgment and attachment Liens not giving rise to an
         Event of Default and notices of lis pendens and associated rights
         related to litigation being contested in good faith by appropriate
         proceedings and for which adequate reserves have been made;

                  (14)     Liens, deposits or pledges to secure public or
         statutory obligations, surety, stay, appeal, indemnity, performance or
         other similar bonds or obligations; and Liens,

                                       18

<PAGE>

         deposits or pledges in lieu of such bonds or obligations, or to secure
         such bonds or obligations, or to secure letters of credit in lieu of or
         supporting the payment of such bonds or obligations;

                  (15)     Liens on property or assets used to defease
         Indebtedness that was not Incurred in violation of this Indenture;

                  (16)     Liens in favor of collecting or payor banks having a
         right of setoff, revocation, refund or chargeback with respect to money
         or instruments of the Company or any Subsidiary on deposit with or in
         possession of such bank;

                  (17)     purchase money Liens granted in connection with the
         acquisition of assets in the ordinary course of business, provided,
         that (A) such Liens attach only to the property so acquired with the
         purchase money indebtedness secured thereby (and to additions and
         accessions thereto) and (B) the principal amount of the Indebtedness
         secured by such Liens does not exceed 100% of the purchase price of
         such assets;

                  (18)     any interest or title of a lessor in the property
         subject to any lease; and

                  (19)     Liens (not otherwise permitted hereunder) with
         respect to obligations that do not exceed $15.0 million at any one time
         outstanding.

                  "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of
the Company or any of its Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

                  (1)      the principal amount (or accreted value, if
         applicable) of such Permitted Refinancing Indebtedness does not exceed
         the principal amount (or accreted value, if applicable) of the
         Indebtedness so extended, refinanced, renewed, replaced, defeased or
         refunded (plus all accrued interest thereon and the amount of any
         reasonably determined premium necessary to accomplish such refinancing
         and such reasonable expenses incurred in connection therewith);

                  (2)      such Permitted Refinancing Indebtedness has a final
         maturity date later than the final maturity date of, and has a Weighted
         Average Life to Maturity equal to or greater than the Weighted Average
         Life to Maturity of, the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded;

                  (3)      if the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded is subordinated in right of
         payment to the Notes or the Note Guarantees, such Permitted Refinancing
         Indebtedness has a final maturity date later than the final maturity
         date of, and is subordinated in right of payment to, the Notes on terms
         at least as favorable to the Holders of Notes as those contained in the
         documentation governing the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded; and

                                       19

<PAGE>

                  (4)      if the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded is pari passu in right of
         payment with the Notes or any Note Guarantees, such Permitted
         Refinancing Indebtedness is pari passu with, or subordinated in right
         of payment to, the Notes or such Note Guarantees; and

                  (5)      such Indebtedness is Incurred either by the Company
         or by the Restricted Subsidiary who is the obligor on the Indebtedness
         being extended, refinanced, renewed, replaced, defeased or refunded.

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

                  "PRIVATE PLACEMENT LEGEND" means the legend set forth in
Section 2.07(g)(i) to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

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

                  "QUALIFIED RECEIVABLES TRANSACTION" means any transaction or
series of transactions that may be entered into by the Company or any of its
Restricted Subsidiaries pursuant to which the Company or such Restricted
Subsidiary may sell, convey or otherwise transfer to a Receivables Subsidiary
accounts receivable (whether now existing or arising in the future) and any
assets related thereto, including without limitation, all collateral securing
such accounts receivable, all guarantees or other obligations in respect of such
accounts receivable, proceeds of such accounts receivable and all other assets
that are customarily transferred, or in respect of which security interests are
customarily granted, in connection with an asset securitization transaction
involving accounts receivable and pursuant to which such Receivables Subsidiary
may sell, convey or otherwise transfer interests in such accounts receivable and
related assets to any Person other than an Affiliate of the Company; provided
that:

                  (1)      no portion of the Indebtedness or any other
         obligations (contingent or otherwise) of a Receivables Subsidiary:

                           (a)      is guaranteed by the Company or any
                  Restricted Subsidiary of the Company (excluding guarantees of
                  obligations pursuant to Standard Securitization Undertakings),

                           (b)      is recourse to or obligates the Company or
                  any Restricted Subsidiary of the Company in any way other than
                  pursuant to Standard Securitization Undertakings, or

                           (c)      subjects any property or asset of the
                  Company or any Restricted Subsidiary of the Company, directly
                  or indirectly, contingently or otherwise, to the satisfaction
                  of obligations incurred in such transactions, other than
                  pursuant to Standard Securitization Undertakings;

                                       20

<PAGE>

                  (2)      neither the Company nor any Restricted Subsidiary of
         the Company has any material contract, agreement, arrangement or
         understanding with a Receivables Subsidiary other than on terms no less
         favorable to the Company or any Restricted Subsidiary of the Company
         than those that might be obtained at the time from Persons that are not
         Affiliates of the Company, other than fees payable in the ordinary
         course of business in connection with servicing accounts receivable;
         provided that all of the agreements, arrangements and understandings
         entered into by the Company or any Restricted Subsidiary with a
         Receivables Subsidiary in connection with any transaction or series of
         transactions shall be considered as a whole for purposes of determining
         compliance with this clause (2), and

                  (3)      neither the Company nor any Restricted Subsidiary of
         the Company (other than such Receivables Subsidiary) has any obligation
         to maintain or preserve the financial condition of a Receivables
         Subsidiary or cause such entity to achieve certain levels of operating
         results.

                  "RATING AGENCIES" means (1) S&P and Moody's or (2) if S&P or
Moody's or both of them are not making ratings publicly available, a nationally
recognized U.S. rating agency or agencies, as the case may be, selected by the
Company, which shall be substituted for S&P or Moody's or both, as the case may
be.

                  "RATING CATEGORY" means (1) with respect to S&P, any of the
following categories (any of which may include a "+" or "--": AAA, AA, A, BBB,
BB, B, CCC, CC, C and D (or equivalent successor categories), (2) with respect
to Moody's, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C
and D (or equivalent successor categories), and (3) the equivalent of any such
categories of S&P or Moody's used by another Rating Agency, if applicable.

                  "RECEIVABLES SUBSIDIARY" means (a) TXI Receivables Corporation
and (b) any other special purpose wholly owned subsidiary of the Company created
in connection with the transactions contemplated by a Qualified Receivables
Transaction, which Subsidiary engages in no activities other than those
incidental to such Qualified Receivables Transaction and which is designated as
a Receivables Subsidiary by the Company's Board of Directors. Any such
designation by the Board of Directors shall be evidenced by filing with the
Trustee a Board Resolution giving effect to such designation and an Officers'
Certificate certifying, to the best of such officers' knowledge and belief after
consulting with counsel, such designation, and the transactions in which the
Receivables Subsidiary will engage, comply with the requirements of the
definition of Qualified Receivables Transaction. For purposes of the definition
of "Unrestricted Subsidiary," the making of Standard Securitization Undertakings
by the Company or any of its Restricted Subsidiaries shall not be deemed
inconsistent with qualifying as an Unrestricted Subsidiary.

                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of the date hereof, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.

                                       21

<PAGE>

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

                  "REGULATION S GLOBAL NOTE" means a Legended Regulation S
Global Note or a Unlegended Regulation S Global Note, as appropriate.

                  "REPLACEMENT ASSETS" means (1) non-current tangible assets
that will be used or useful in a Permitted Business or (2) substantially all the
assets of a Permitted Business or a majority of the Voting Stock of any Person
engaged in a Permitted Business that will become on the date of acquisition
thereof a Restricted Subsidiary.

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

                  "RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing
the Private Placement Legend.

                  "RESTRICTED GLOBAL NOTE" means a Global Note bearing the
Private Placement Legend.

                  "RESTRICTED INVESTMENT" means an Investment other than a
Permitted Investment.

                  "RESTRICTED PERIOD" means the 40-day restricted period as
defined in Regulation S.

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

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

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

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

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

                  "S&P" means Standard & Poor's Credit Market Services.

                  "SALE AND LEASEBACK TRANSACTION" means, with respect to any
Person, any transaction involving any of the assets or properties of such Person
whether now owned or hereafter acquired, whereby such Person sells or transfers
such assets or properties and then or thereafter leases such assets or
properties or any part thereof or any other assets or properties which such
Person intends to use for substantially the same purpose or purposes as the
assets or properties sold or transferred.

                                       22

<PAGE>

                  "SEC" means the Securities and Exchange Commission.

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

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

                  "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would
constitute a "significant subsidiary" within the meaning of Article 1 of
Regulation S-X of the Securities Act.

                  "STANDARD SECURITIZATION UNDERTAKINGS" means representations,
warranties, covenants and indemnities entered into by the Company or any
Restricted Subsidiary of the Company which, in the good faith judgment of the
Board of Directors of the Company, are reasonably customary in accounts
receivable transactions.

                  "STATED MATURITY" means, with respect to any installment of
interest or principal on any series of Indebtedness, the date on which such
payment of interest or principal was scheduled to be paid in the original
documentation governing such Indebtedness, and shall not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior
to the date originally scheduled for the payment thereof.

                  "SUBSIDIARY" means, with respect to any specified Person:

                  (1)      any corporation, association or other business entity
         of which more than 50% of the total voting power of shares of Capital
         Stock entitled (without regard to the occurrence of any contingency) to
         vote in the election of directors, managers or trustees thereof is at
         the time owned or controlled, directly or indirectly, by such Person or
         one or more of the other Subsidiaries of that Person (or a combination
         thereof); and

                  (2)      any partnership (a) the sole general partner or the
         managing general partner of which is such Person or a Subsidiary of
         such Person or (b) the only general partners of which are such Person
         or one or more Subsidiaries of such Person (or any combination
         thereof).

                  "TANGIBLE ASSETS" means the total amount of assets of the
Company and its Restricted Subsidiaries (less applicable depreciation,
depletion, amortization and other valuation reserves), except to the extent
resulting from write-ups of capital assets (excluding write-ups in connection
with accounting for acquisitions in conformity with GAAP), after deducting
therefrom all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, all as set forth on the most
recent available quarterly or annual consolidated balance sheet of the Company
and its Restricted Subsidiaries, prepared in conformity with GAAP.

                  "TIA" means the Trust Indenture Act of 1939, as in effect on
the date on which this Indenture is qualified under the TIA.

                  "TREASURY RATE" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the

                                       23

<PAGE>

most recent Federal Reserve Statistical Release H.15 (519) which has become
publicly available at least two Business Days prior to the date fixed for
prepayment (or, if such Statistical Release is no longer published, any publicly
available source for similar market data)) most nearly equal to the then
remaining term of the Notes to June 15, 2007, provided, however, that if the
then remaining term to June 15, 2007 is not equal to the constant maturity of a
United States Treasury security for which a weekly average yield is given, the
Treasury Rate shall be obtained by linear interpolation (calculated to the
nearest one-twelfth of a year) from the weekly average yields of United States
Treasury securities for which such yields are given, except that if the then
remaining term of the Notes to June 15, 2007 is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year shall be used.

                  "TRUSTEE" means Wells Fargo Bank, National Association, a
national banking association, until a successor replaces it in accordance with
the applicable provisions of this Indenture and thereafter means the successor
serving hereunder.

                  "UNLEGENDED REGULATION S GLOBAL NOTE" means a permanent global
Note in the form of Exhibit A hereto bearing the Global Note Legend, deposited
with or on behalf of and registered in the name of the Depositary or its nominee
and issued upon expiration of the Restricted Period.

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

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

                  "UNRESTRICTED SUBSIDIARY" means any Subsidiary of the Company
that is designated by the Board of Directors as an Unrestricted Subsidiary
pursuant to a Board Resolution in compliance with Section 4.16 hereof and any
Subsidiary of such Subsidiary.

                  "UNSUBORDINATED INDEBTEDNESS" of a Person means any
Indebtedness of such Person, unless such Indebtedness is contractually
subordinate or junior in right of payment of principal, premium or interest to
any other Indebtedness of such Person.

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

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

                  "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

                                       24

<PAGE>

                  (1)      the sum of the products obtained by multiplying (a)
         the amount of each then remaining installment, sinking fund, serial
         maturity or other required payments of principal, including payment at
         final maturity, in respect thereof, by (b) the number of years
         (calculated to the nearest one-twelfth) that will elapse between such
         date and the making of such payment; by

                  (2)      the then outstanding principal amount of such
         Indebtedness.

                  "WHOLLY OWNED RESTRICTED SUBSIDIARY" of any specified Person
means a Restricted Subsidiary of such Person all of the outstanding Capital
Stock or other ownership interests of which (other than directors' qualifying
shares or Investments by foreign nationals mandated by applicable law) shall at
the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries
of such Person.

Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                                 DEFINED
                                                                                   IN
TERM                                                                             SECTION
----                                                                             -------
<S>                                                                              <C>
"AFFILIATE TRANSACTION"....................................................        4.11
"ASSET SALE OFFER".........................................................        4.10
"AUTHENTICATION ORDER".....................................................        2.02
"CHANGE OF CONTROL OFFER"..................................................        4.14
"CHANGE OF CONTROL PAYMENT"................................................        4.14
"CHANGE OF CONTROL PAYMENT DATE"...........................................        4.14
"COVENANT DEFEASANCE"......................................................        8.03
"DTC"......................................................................        2.01
"EVENT OF DEFAULT".........................................................        6.01
"EXCESS PROCEEDS"..........................................................        4.10
"INSTITUTIONAL ACCREDITED INVESTOR"........................................        2.07
"LEGAL DEFEASANCE".........................................................        8.02
"OFFER AMOUNT".............................................................        3.08
"OFFER PERIOD".............................................................        3.08
"OFFSHORE TRANSACTION".....................................................        2.07
"PAYING AGENT".............................................................        2.04
"PAYMENT DEFAULT"..........................................................        6.01
"PERMITTED DEBT"...........................................................        4.09
"PURCHASE DATE"............................................................        3.08
"REGISTRAR"................................................................        2.04
"RELATED PROCEEDINGS"......................................................       12.09
"REPURCHASE OFFER".........................................................        3.08
"RESTRICTED PAYMENTS"......................................................        4.07
"SPECIFIED COURTS".........................................................       12.09
"SUSPENDED COVENANTS"......................................................        4.21
"SUSPENSION CONDITION".....................................................        4.21
</TABLE>

                                       25

<PAGE>

<TABLE>
<CAPTION>
                                                                                 DEFINED
                                                                                   IN
TERM                                                                             SECTION
----                                                                             -------
<S>                                                                              <C>
</TABLE>

Section 1.03. Incorporation by Reference of Trust Indenture Act.

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

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

                  "INDENTURE SECURITIES" means the Notes;

                  "INDENTURE SECURITY HOLDER" means a Holder of a Note;

                  "INDENTURE TO BE QUALIFIED" means this Indenture;

                  "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the
         Trustee; and

                  "OBLIGOR" on the Notes means the Company and any successor
         obligor upon the Notes.

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

Section 1.04. Rules of Construction.

                  (a)      Unless the context otherwise requires:

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

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

                  (iii)    "or" is not exclusive;

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

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

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

                                       26

<PAGE>

                                   ARTICLE TWO
                                    THE NOTES

Section 2.01. Form and Dating.

                  (a)      General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be issued in registered, global form without interest coupons and only
shall be in minimum denominations of $1,000 and integral multiples of $1,000 in
excess thereof.

                  The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company, the Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.
However, to the extent any provision of any Note conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling.

                  (b)      Global Notes. Notes issued in global form shall be
substantially in the form of Exhibit A attached hereto (and shall include the
Global Note Legend thereon and the "Schedule of Exchanges of Interests in the
Global Note" attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibit A attached hereto (but without the Global
Note Legend thereon and without the "Schedule of Exchanges of Interests in the
Global Note" attached thereto). Each Global Note shall represent such of the
outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee in accordance with instructions given by the Holder thereof as required
by Section 2.07 hereof.

                  (c)      Regulation S Global Notes. Notes offered and sold in
reliance on Regulation S shall be issued initially in the form of the Legended
Regulation S Global Note, which shall be deposited on behalf of the purchasers
of the Notes represented thereby with the Trustee, as custodian for The
Depository Trust Company ("DTC") in New York, New York, and registered in the
name of the Depositary or the nominee of the Depositary for the accounts of
designated agents holding on behalf of Euroclear or Clearstream, duly executed
by the Company and authenticated by the Trustee as hereinafter provided.
Following the termination of the Restricted Period, beneficial interests in the
Legended Regulation S Global Note shall be exchanged for beneficial interests in
Unlegended Regulation S Global Notes pursuant to the Applicable Procedures.
Simultaneously with the authentication of Unlegended Regulation S Global Notes,
the Trustee shall cancel the Legended Regulation S Global Note. The aggregate
principal amount of the Regulation S Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depositary or its nominee, as the case may be, in connection with transfers of
interest as hereinafter provided.

                                       27

<PAGE>

                  (d)      Euroclear and Clearstream Procedures Applicable. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of Euroclear" and the "General Terms and Conditions of
Cedel Bank" and "Customer Handbook" of Clearstream shall be applicable to
transfers of beneficial interests in the Regulation S Global Notes that are held
by Participants through Euroclear or Clearstream.

Section 2.02. Execution and Authentication.

                  Two Officers of the Company shall sign the Notes for the
Company by manual or facsimile signature.

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

                  A Note shall not be valid until authenticated by the manual
signature of the Trustee. Such signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

                  The aggregate principal amount of Notes which may be
authenticated and delivered under this Indenture is unlimited. The Company may,
subject to Article Four of this Indenture and applicable law, issue Additional
Notes under this Indenture, including Exchange Notes. The Notes issued on the
Closing Date and any Additional Notes subsequently issued shall be treated as a
single class for all purposes under this Indenture.

                  The Trustee shall, upon a written order of the Company signed
by two Officers of the Company (an "AUTHENTICATION ORDER"), authenticate Notes
for original issue on the date hereof of $600 million. At any time and from time
to time after the execution of this Indenture, the Trustee shall, upon receipt
of an Authentication Order, authenticate Notes for original issue in aggregate
principal amount specified in such Authentication Order. The Authentication
Order shall specify the amount of Notes to be authenticated and the date on
which the Notes are to be authenticated.

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

Section 2.03. Methods of Receiving Payments on the Notes.

                  If a Holder of $1.0 million or more of Notes has given wire
transfer instructions to the Company, the Company shall pay all principal,
interest and premium and Liquidated Damages, if any, on that Holder's Notes in
accordance with those instructions. All other payments on Notes shall be made at
the office or agency of the Paying Agent and Registrar within the City and State
of New York unless the Company elects to make interest payments by check mailed
to the Holders at their addresses set forth in the register of Holders.

                                       28

<PAGE>

Section 2.04. Registrar and Paying Agent.

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

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

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

Section 2.05. Paying Agent to Hold Money in Trust.

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

Section 2.06. 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 all Holders and shall otherwise comply with TIA Section 312(a). If
the Trustee is not the Registrar, the Company shall furnish to the Trustee at
least seven Business Days before each interest payment date and at such other
times as the Trustee may request in writing, a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of the
Holders of Notes and the Company shall otherwise comply with TIA Section 312(a).

                                       29

<PAGE>

Section 2.07. Transfer and Exchange.

                  (a)      Transfer and Exchange of Global Notes. A Global Note
may not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes
shall be exchanged by the Company for Definitive Notes if (i) the Company
delivers to the Trustee notice from the Depositary that it is unwilling or
unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary; (ii) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the
Trustee; provided that in no event shall the Legended Regulation S Global Note
be exchanged by the Company for Definitive Notes prior to the expiration of the
Restricted Period; or (iii) there shall have occurred and be continuing a
Default or Event of Default with respect to the Notes. Upon the occurrence of
either of the preceding events in (i), (ii) or (iii) above, Definitive Notes
shall be issued in such names as the Depositary shall instruct the Trustee.
Global Notes also may be exchanged or replaced, in whole or in part, as provided
in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for another Note other than as provided in this Section 2.07(a),
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.07(b), (d) or (f) hereof.

                  (b)      Transfer and Exchange of Beneficial Interests in the
Global Notes. The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures. Beneficial interests
in the Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities
Act. Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                  (i)      Transfer of Beneficial Interests in the Same Global
         Note. Beneficial interests in any Restricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Note in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend. Beneficial interests in any Unrestricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in an Unrestricted Global Note. No written orders
         or instructions shall be required to be delivered to the Registrar to
         effect the transfers described in this Section 2.07(b)(i).

                  (ii)     All Other Transfers and Exchanges of Beneficial
         Interests in Global Notes. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section
         2.07(b)(i) above, the transferor of such beneficial interest must
         deliver to the Registrar either (A) (1) a written order from a
         Participant or an Indirect Participant

                                       30

<PAGE>

         given to the Depositary in accordance with the Applicable Procedures
         directing the Depositary to credit or cause to be credited a beneficial
         interest in another Global Note in an amount equal to the beneficial
         interest to be transferred or exchanged and (2) instructions given in
         accordance with the Applicable Procedures containing information
         regarding the Participant account to be credited with such increase or
         (B) (1) a written order from a Participant or an Indirect Participant
         given to the Depositary in accordance with the Applicable Procedures
         directing the Depositary to cause to be issued a Definitive Note in an
         amount equal to the beneficial interest to be transferred or exchanged
         and (2) instructions given by the Depositary to the Registrar
         containing information regarding the Person in whose name such
         Definitive Note shall be registered to effect the transfer or exchange
         referred to in (1) above; provided that in no event shall Definitive
         Notes be issued upon the transfer or exchange of beneficial interests
         in the Legended Regulation S Global Note prior to the expiration of the
         Restricted Period. Upon consummation of an Exchange Offer by the
         Company in accordance with Section 2.07(f) hereof, the requirements of
         this Section 2.07(b)(ii) shall be deemed to have been satisfied upon
         receipt by the Registrar of the instructions contained in the Letter of
         Transmittal delivered by the Holder of such beneficial interests in the
         Restricted Global Notes. Upon satisfaction of all of the requirements
         for transfer or exchange of beneficial interests in Global Notes
         contained in this Indenture and the Notes or otherwise applicable under
         the Securities Act, the Trustee shall adjust the principal amount at
         maturity of the relevant Global Notes pursuant to Section 2.07(i)
         hereof.

                  (iii)    Transfer of Beneficial Interests to Another
         Restricted Global Note. A beneficial interest in any Restricted Global
         Note may be transferred to a Person who takes delivery thereof in the
         form of a beneficial interest in another Restricted Global Note if the
         transfer complies with the requirements of Section 2.07(b)(ii) above
         and the Registrar receives the following:

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

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

                  (iv)     Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in the Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any Holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.07(b)(ii) above and:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder of the

                                       31

<PAGE>

                  beneficial interest to be transferred, in the case of an
                  exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a Person participating in the distribution of the
                  Exchange Notes or (2) a Person who is an affiliate (as defined
                  in Rule 144) of the Company;

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

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

                           (D)      the Registrar receives the following:

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

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

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

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

                  Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

                  (c)      Transfer or Exchange of Beneficial Interests for
         Definitive Notes.

                  (i)      Beneficial Interests in Restricted Global Notes to
         Restricted Definitive Notes. If any Holder of a beneficial interest in
         a Restricted Global Note proposes to

                                       32

<PAGE>

         exchange such beneficial interest for a Restricted Definitive Note or
         to transfer such beneficial interest to a Person who takes delivery
         thereof in the form of a Restricted Definitive Note, then, upon receipt
         by the Registrar of the following documentation:

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

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

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

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

         the Trustee shall cause the aggregate principal amount of the
         applicable Global Note to be reduced accordingly pursuant to Section
         2.07(i) hereof, and the Company shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Note in the appropriate principal amount. Any Definitive
         Note issued in exchange for a beneficial interest in a Restricted
         Global Note pursuant to this Section 2.07(c) shall be registered in
         such name or names and in such authorized denomination or denominations
         as the Holder of such beneficial interest shall instruct the Registrar
         through instructions from the Depositary and the Participant or
         Indirect Participant. The Trustee shall deliver such Definitive Notes
         to the Persons in whose names such Notes are so registered. Any
         Definitive Note issued in exchange for a beneficial interest in a
         Restricted Global Note pursuant to this Section 2.07(c)(i) shall bear
         the Private Placement Legend and shall be subject to all restrictions
         on transfer contained therein.

                  (ii)     Beneficial Interests in Legended Regulation S Global
         Note to Definitive Notes. A beneficial interest in the Legended
         Regulation S Global Note may not be exchanged for a Definitive Note or
         transferred to a Person who takes delivery thereof in the form of a
         Definitive Note prior to the expiration of the Restricted Period,
         except in the case of a transfer pursuant to an exemption from the
         registration requirements of the Securities Act other than Rule 903 or
         Rule 904.

                  (iii)    Beneficial Interests in Restricted Global Notes to
         Unrestricted Definitive Notes. A Holder of a beneficial interest in a
         Restricted Global Note may exchange such

                                       33

<PAGE>

         beneficial interest for an Unrestricted Definitive Note or may transfer
         such beneficial interest to a Person who takes delivery thereof in the
         form of an Unrestricted Definitive Note only if:

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

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

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

                           (D)      the Registrar receives the following:

                                    (1)      if the Holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a Definitive
                           Note that does not bear the Private Placement Legend,
                           a certificate from such Holder in the form of Exhibit
                           C hereto, including the certifications in item (1)(b)
                           thereof; or

                                    (2)      if the Holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Definitive Note that does not bear the Private
                           Placement Legend, a certificate from such Holder in
                           the form of Exhibit B hereto, including the
                           certifications in item (4) thereof;

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

                  (iv)     Beneficial Interests in Unrestricted Global Notes to
         Unrestricted Definitive Notes. If any Holder of a beneficial interest
         in an Unrestricted Global Note proposes to exchange such beneficial
         interest for a Definitive Note or to transfer such beneficial interest
         to a Person who takes delivery thereof in the form of a Definitive
         Note, then, upon satisfaction of the conditions set forth in Section
         2.07(b)(ii) hereof, the Trustee shall cause the aggregate principal
         amount of the applicable Global Note to be reduced accordingly pursuant
         to Section 2.07(i) hereof, and the Company shall execute and the
         Trustee shall authenticate and deliver to the Person designated in the
         instructions a Definitive Note in the appropriate principal amount. Any
         Definitive Note issued in

                                       34

<PAGE>

         exchange for a beneficial interest pursuant to this Section 2.07(c)(iv)
         shall be registered in such name or names and in such authorized
         denomination or denominations as the Holder of such beneficial interest
         shall instruct the Registrar through instructions from the Depositary
         and the Participant or Indirect Participant. The Trustee shall deliver
         such Definitive Notes to the Persons in whose names such Notes are so
         registered. Any Definitive Note issued in exchange for a beneficial
         interest pursuant to this Section 2.07(c)(iv) shall not bear the
         Private Placement Legend.

                  (d)      Transfer and Exchange of Definitive Notes for
         Beneficial Interests.

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

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

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

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

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

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

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

                                       35

<PAGE>

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

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

                           (D)      the Registrar receives the following:

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

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

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

                  Upon satisfaction of the conditions of any of the
subparagraphs in this Section 2.07(d)(ii), the Trustee shall cancel the
Definitive Notes and increase or cause to be increased the aggregate principal
amount of the Unrestricted Global Note.

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

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

                  (e)      Transfer and Exchange of Definitive Notes for
Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder's
compliance with the provisions of this

                                       36

<PAGE>

Section 2.07(e), the Registrar shall register the transfer or exchange of
Definitive Notes. Prior to such registration of transfer or exchange, the
requesting Holder shall present or surrender to the Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney,
duly authorized in writing. In addition, the requesting Holder shall provide any
additional certifications, documents and information, as applicable, required
pursuant to the following provisions of this Section 2.07(e).

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

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

                           (B)      [INTENTIONALLY OMITTED]; and

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

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

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

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

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

                           (D)      the Registrar receives the following:

                                    (1)      if the Holder of such Restricted
                           Definitive Notes proposes to exchange such Notes for
                           an Unrestricted Definitive Note, a certificate

                                       37

<PAGE>

                           from such Holder in the form of Exhibit C hereto,
                           including the certifications in item (1)(d) thereof;
                           or

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

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

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

                  (f)      Exchange Offer. Upon the occurrence of the Exchange
Offer in accordance with the Registration Rights Agreement, the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes
in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
participating in a distribution of the Exchange Notes and (y) they are not
affiliates (as defined in Rule 144) of the Company, and accepted for exchange in
the Exchange Offer and (ii) Definitive Notes in an aggregate principal amount
equal to the principal amount of the Restricted Definitive Notes accepted for
exchange in the Exchange Offer. Concurrently with the issuance of such Notes,
the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Notes to be reduced accordingly, and the Company shall execute
and the Trustee shall authenticate and deliver to the Persons designated by the
Holders of Restricted Global Notes so accepted Unrestricted Global Notes in the
appropriate principal amount.

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

                  (i)      Private Placement Legend. Except as permitted below,
         each Global Note and each Definitive Note (and all Notes issued in
         exchange therefor or substitution thereof) shall bear the legend in
         substantially the following form:

                           THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY
                  WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM

                                       38

<PAGE>

                  REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE
                  SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR
                  OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
                  AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE
                  SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
                  MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION
                  5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE
                  HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT
                  OF THE ISSUER THAT:

                                    (A)      SUCH SECURITY MAY BE OFFERED,
                                    RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
                                    ONLY

                                            (i) (a) TO A PERSON WHOM THE SELLER
                                            REASONABLY BELIEVES IS A QUALIFIED
                                            INSTITUTIONAL BUYER (AS DEFINED IN
                                            RULE 144A UNDER THE SECURITIES ACT)
                                            IN A TRANSACTION MEETING THE
                                            REQUIREMENTS OF RULE 144A, (b) IN A
                                            TRANSACTION MEETING THE REQUIREMENTS
                                            OF RULE 144 UNDER THE SECURITIES
                                            ACT, (c) OUTSIDE THE UNITED STATES
                                            TO A NON-U.S. PERSON IN A
                                            TRANSACTION MEETING THE REQUIREMENTS
                                            OF RULE 903 OR 904 UNDER THE
                                            SECURITIES ACT, (d) TO AN
                                            INSTITUTIONAL "ACCREDITED INVESTOR"
                                            (AS DEFINED IN RULE 501(a)(1), (2),
                                            (3) OR (7) OF THE SECURITIES ACT (AN
                                            "INSTITUTIONAL ACCREDITED
                                            INVESTOR")) THAT, PRIOR TO SUCH
                                            TRANSFER, FURNISHES THE TRUSTEE A
                                            SIGNED LETTER CONTAINING CERTAIN
                                            REPRESENTATIONS AND AGREEMENTS (THE
                                            FORM OF WHICH CAN BE OBTAINED FROM
                                            THE TRUSTEE) AND, IF SUCH TRANSFER
                                            IS IN RESPECT OF AN AGGREGATE
                                            PRINCIPAL AMOUNT OF NOTES LESS THAN
                                            $100,000, AN OPINION OF COUNSEL
                                            ACCEPTABLE TO THE ISSUER THAT SUCH
                                            TRANSFER IS IN COMPLIANCE WITH THE
                                            SECURITIES ACT, OR (e) IN ACCORDANCE
                                            WITH ANOTHER EXEMPTION FROM THE
                                            REGISTRATION REQUIREMENTS OF THE
                                            SECURITIES ACT (AND BASED UPON AN
                                            OPINION OF COUNSEL IF THE ISSUER SO
                                            REQUESTS),

                                            (ii)     TO THE ISSUER, OR

                                       39

<PAGE>

                                             (iii) PURSUANT TO AN EFFECTIVE
                                             REGISTRATION STATEMENT AND, IN EACH
                                             CASE, IN ACCORDANCE WITH ANY
                                             APPLICABLE SECURITIES LAWS OF ANY
                                             STATE OF THE UNITED STATES OR ANY
                                             OTHER APPLICABLE JURISDICTION AND

                                    (B)      THE HOLDER WILL, AND EACH
                                    SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
                                    PURCHASER FROM IT OF THE SECURITY EVIDENCED
                                    HEREBY OF THE RESALE RESTRICTIONS SET FORTH
                                    IN (A) ABOVE.

         Notwithstanding the foregoing, any Global Note or Definitive Note
         issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii),
         (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.07 (and all Notes
         issued in exchange therefor or substitution thereof) shall not bear the
         Private Placement Legend.

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

                  THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
                  INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
                  THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
                  TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
                  (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
                  REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS
                  GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
                  TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE
                  MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
                  SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
                  TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
                  CONSENT OF THE COMPANY.

                  (h)      [INTENTIONALLY OMITTED]

                  (i)      Cancellation and/or Adjustment of Global Notes. At
such time as all beneficial interests in a particular Global Note have been
exchanged for Definitive Notes or a particular Global Note has been redeemed,
repurchased or canceled in whole and not in part, each such Global Note shall
be returned to or retained and canceled by the Trustee in accordance with
Section 2.12 hereof. At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for or transferred to a Person who shall
take delivery thereof in the form of a beneficial interest in another Global
Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note shall be reduced accordingly and an endorsement shall be made on
such Global Note by the Trustee or by the Depositary at the direction of the
Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who shall take delivery thereof in the
form of a beneficial interest in another Global Note,

                                       40

<PAGE>

such other Global Note shall be increased accordingly and an endorsement shall
be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such increase.

                  (j)      General Provisions Relating to Transfers and
         Exchanges.

                  (i)      To permit registrations of transfers and exchanges,
         the Company shall execute and the Trustee shall authenticate Global
         Notes and Definitive Notes upon the Company's order or at the
         Registrar's request.

                  (ii)     No service charge shall be made to a Holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.11, 3.06, 3.08, 4.10, 4.14
         and 9.05 hereof).

                  (iii)    The Registrar shall not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

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

                  (v)      The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under Section 3.02 hereof and ending
         at the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part or (C) to register the transfer of or to exchange a Note between a
         record date and the next succeeding interest payment date.

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

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

                  (viii)   All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.07 to effect a registration of transfer or exchange may be
         submitted by facsimile with the original to follow by first class mail.

                                       41

<PAGE>

Section 2.08. Replacement Notes.

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

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

Section 2.09. Outstanding Notes.

                  (a)      The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those described in
this Section as not outstanding. Except as set forth in Section 2.10 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(b) hereof.

                  (b)      If a Note is replaced pursuant to Section 2.08
hereof, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Note is held by a bona fide purchaser.

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

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

Section 2.10. Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company, shall
be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee knows are so owned
shall be so disregarded.

                                       42

<PAGE>

Section 2.11. Temporary Notes.

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

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

Section 2.12. Cancellation.

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

Section 2.13. Defaulted Interest.

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

Section 2.14. CUSIP Numbers.

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

                                       43

<PAGE>

numbers. The Company shall promptly notify the Trustee of any change in the
"CUSIP" numbers.

                                  ARTICLE THREE
                            REDEMPTION AND OFFERS TO
                                    PURCHASE

Section 3.01. Notices to Trustee.

                  If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.

Section 3.02. Selection of Notes to Be Redeemed.

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

                  (b)      The Trustee shall promptly notify the Company in
writing of the Notes selected for redemption and, in the case of any Note
selected for partial redemption, the principal amount at maturity thereof to be
redeemed. No Notes in amounts of $1,000 or less shall be redeemed in part. Notes
and portions of Notes selected shall be in amounts of $1,000 or whole multiples
of $1,000; except that if all of the Notes of a Holder are to be redeemed, the
entire outstanding amount of Notes held by such Holder, even if not a multiple
of $1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

Section 3.03. Notice of Redemption.

                  (a)      At least 30 days but not more than 60 days before a
redemption date, the Company shall mail or cause to be mailed, by first class
mail, a notice of redemption to each Holder whose Notes are to be redeemed at
its registered address.

                  The notice shall identify the Notes to be redeemed and shall
state:

                  (i)      the redemption date;

                  (ii)     the redemption price;

                                       44

<PAGE>

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

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

                  (v)      that Notes called for redemption must be surrendered
         to the Paying Agent to collect the redemption price and become due on
         the date fixed for redemption;

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

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

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

                  (b)      At the Company's request, the Trustee shall give the
notice of redemption in the Company's name and at its expense; provided,
however, that the Company shall have delivered to the Trustee, at least 45 days
prior to the redemption date, an Officers' Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph. The notice, if mailed in the
manner provided herein shall be presumed to have been given, whether or not the
Holder receives such notice.

Section 3.04. Effect of Notice of Redemption.

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

Section 3.05. Deposit of Redemption Price.

                  (a)      One Business Day prior to the redemption date, the
Company shall deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption price of and accrued interest and Liquidated Damages, if
any, on all Notes to be redeemed on that date. The Trustee or the Paying Agent
shall promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Notes to be redeemed.

                  (b)      If the Company complies with the provisions of the
preceding paragraph, on and after the redemption date, interest shall cease to
accrue on the Notes or the portions of Notes called for redemption. If a Note is
redeemed on or after an interest record date but on or prior to the related
interest payment date, then any accrued and unpaid interest shall be paid to the
Person in whose name such Note was registered at the close of business on such
record date.

                                       45

<PAGE>

If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.

Section 3.06. Notes Redeemed in Part.

                  Upon surrender of a Note that is redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder at the expense of
the Company a new Note equal in principal amount to the unredeemed portion of
the Note surrendered. No Notes in denominations of $1,000 or less shall be
redeemed in part.

Section 3.07. Optional Redemption.

                  (a)      Except as set forth in clause (b) of this Section
3.07, the Company shall not have the option to redeem the Notes pursuant to this
Section 3.07 prior to June 15, 2007. Thereafter, the Company may redeem all or a
part of the Notes upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on June 15 of the years indicated below (subject to the right of Holders on the
relevant record date to receive interest due on the related interest payment
date):

<TABLE>
<CAPTION>
YEAR                                     PERCENTAGE
----                                     ----------
<S>                                      <C>
2007.................................     105.125%

2008.................................     102.563%

2009 and thereafter..................     100.000%
</TABLE>

                  (b)      At any time prior to June 15, 2006, the Company may
redeem up to 35% of the aggregate principal amount of Notes originally issued
hereunder at a redemption price of 110.250% of the principal amount thereof,
plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings of
the Company; provided that (A) at least 65% of the aggregate principal amount of
the Notes originally issued under this Indenture remains outstanding immediately
after the occurrence of such redemption, excluding Notes held by the Company and
its Subsidiaries; and (B) the redemption must occur within 45 days of the date
of the closing of such Equity Offering.

                  (c)      In addition, at any time prior to June 15, 2007, the
Company may redeem all or part of the Notes upon not less than 30 days' nor more
than 60 days' notice at a redemption price equal to the sum of (i) the principal
amount thereof, plus (ii) accrued and unpaid interest, if any, to the applicable
date of redemption, plus (iii) the Make-Whole Premium.

                                       46

<PAGE>

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

Section 3.08. Repurchase Offers.

                  In the event that, pursuant to Section 4.10 or 4.14 hereof,
the Company shall be required to commence an offer to all Holders to purchase
their respective Notes (a "REPURCHASE OFFER"), it shall follow the procedures
specified in such Sections and, to the extent not inconsistent therewith, the
procedures specified below.

                  The Repurchase Offer shall remain open for a period of no less
than 30 days and no more than 60 days following its commencement, except to the
extent that a longer period is required by applicable law (the "OFFER PERIOD").
No later than three Business Days after the termination of the Offer Period (the
"PURCHASE DATE"), the Company shall purchase the principal amount of Notes
required to be purchased pursuant to Section 4.10 or 4.14 hereof (the "OFFER
AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered
in response to the Repurchase Offer. Payment for any Notes so purchased shall be
made in the same manner as interest payments are made.

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

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

                  (i)      that the Repurchase Offer is being made pursuant to
         this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the
         length of time the Repurchase Offer shall remain open;

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

                  (iii)    that any Note not tendered or accepted for payment
         shall continue to accrue interest and Liquidated Damages, if any;

                  (iv)     that, unless the Company defaults in making such
         payment, any Note (or portion thereof) accepted for payment pursuant to
         the Repurchase Offer shall cease to accrue interest and Liquidated
         Damages, if any, after the Purchase Date;

                  (v)      that Holders electing to have a Note purchased
         pursuant to a Repurchase Offer may elect to have Notes purchased in
         integral multiples of $1,000 only;

                  (vi)     that Holders electing to have a Note purchased
         pursuant to any Repurchase Offer shall be required to surrender the
         Note, with the form entitled "Option

                                       47

<PAGE>

         of Holder to Elect Purchase" on the reverse of the Note completed, or
         transfer by book-entry transfer, to the Company, a depositary, if
         appointed by the Company, or a Paying Agent at the address specified in
         the notice at least three days before the Purchase Date;

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

                  (viii)   that, if the aggregate amount of Notes surrendered by
         Holders exceeds the Offer Amount, the Trustee shall, subject in the
         case of a Repurchase Offer made pursuant to Section 4.10 to the
         provisions of Section 4.10, select the Notes to be purchased on a pro
         rata basis (with such adjustments as may be deemed appropriate by the
         Trustee so that only Notes in denominations of $1,000, or integral
         multiples thereof, shall be purchased); and

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

                  On the Purchase Date, the Company shall, to the extent lawful,
subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the
provisions of Section 4.10, accept for payment on a pro rata basis to the extent
necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to
the Repurchase Offer, or if less than the Offer Amount has been tendered, all
Notes tendered, and shall deliver to the Trustee an Officers' Certificate
stating that such Notes (or portions thereof) were accepted for payment by the
Company in accordance with the terms of this Section 3.08. The Company, the
Depositary or the Paying Agent, as the case may be, shall promptly (but in any
case not later than three days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of Notes tendered by such
Holder, as the case may be, and accepted by the Company for purchase, and the
Company, shall promptly issue a new Note. The Trustee, upon written request from
the Company shall authenticate and mail or deliver such new Note to such Holder,
in a principal amount at maturity equal to any unpurchased portion of the Note
surrendered. Any Note not so accepted shall be promptly mailed or delivered by
the Company to the respective Holder thereof. The Company shall publicly
announce the results of the Repurchase Offer on the Purchase Date.

                  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 or regulations are applicable in connection with the
repurchase of the Notes pursuant to a Repurchase Offer and shall not be deemed
to have breached its obligations under Section 3.08, 4.10 or 4.14 by virtue of
such compliance.

                                       48

<PAGE>

Section 3.09. Application of Trust Money.

                  All money deposited with the Trustee pursuant to Section 11.02
shall be held in trust and applied by it, in accordance with the provisions of
the Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee; but such money need not be segregated from other funds except
to the extent required by law.

                                  ARTICLE FOUR
                                    COVENANTS

Section 4.01. Payment of Notes.

                  (a)      The Company shall pay or cause to be paid the
principal of, premium, if any, and interest on the Notes on the dates and in the
manner provided in the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or one of its Subsidiaries, holds as of 11:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due. The
Company shall pay all Liquidated Damages, if any, in the same manner on the
dates and in the amounts set forth in the Registration Rights Agreement.

                  (b)      The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal at the rate equal to 1% per annum in excess of the then applicable
interest rate on the Notes to the extent lawful; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest, and Liquidated Damages (without regard to any
applicable grace period) at the same rate to the extent lawful.

Section 4.02. Maintenance of Office or Agency.

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

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

                                       49

<PAGE>

Company shall give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

                  (c)      The Company hereby designates the Corporate Trust
Office of the Trustee as one such office or agency of the Company in accordance
with Section 2.04 of this Indenture.

Section 4.03. Reports.

                  (a)      Whether or not required by the SEC, so long as any
Notes are outstanding, the Company will prepare, within the time periods
specified in the SEC's rules and regulations, and furnish to the Holders of
Notes upon request:

                  (i)      all quarterly and annual financial information that
         would be required to be contained in a filing with the SEC on Forms
         10-Q and 10-K if the Company were required to file such Forms,
         including a "Management's Discussion and Analysis of Financial
         Condition and Results of Operations" and, with respect to the annual
         information only, a report on the annual financial statements by the
         Company's certified independent accountants; and

                  (ii)     all current reports that would be required to be
         filed with the SEC on Form 8-K if the Company were required to file
         such reports.

                  (b)      In addition, whether or not required by the SEC, the
Company will file a copy of all of the information and reports referred to in
clauses (a)(i) and (ii) above with the SEC for public availability within the
time periods specified in the SEC's rules and regulations (unless the SEC will
not accept such a filing) and make such information available to prospective
investors upon request. In addition, the Company and the Note Guarantors shall,
for so long as any Notes remain outstanding, furnish to the Holders and to
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

                  (c)      If the Company has designated any of its Subsidiaries
as Unrestricted Subsidiaries, then the quarterly and annual financial
information required by the preceding paragraphs shall include a reasonably
detailed presentation, either on the face of the financial statements or in the
footnotes thereto, and in "Management's Discussion and Analysis of Financial
Condition and Results of Operations," of the financial condition and results of
operations of the Company and its Restricted Subsidiaries separate from the
financial condition and results of operations of the Unrestricted Subsidiaries
of the Company.

Section 4.04. Compliance Certificate.

                  (a)      The Company and each Guarantor (to the extent that
such Guarantor is so required under the TIA) shall deliver to the Trustee,
within 90 days after the end of each fiscal year, an Officers' Certificate
stating that a review of the activities of the Company and its Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge, the Company has kept, observed,

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performed and fulfilled its obligations under this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he or she
may have knowledge and what action the Company is taking or proposes to take
with respect thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event and what action the Company is taking
or proposes to take with respect thereto.

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

                  (c)      The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware
of any Default or Event of Default, an Officers Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

Section 4.05. Taxes.

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

Section 4.06. Stay, Extension and Usury Laws.

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

Section 4.07. Restricted Payments.

                  (a)      The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly:

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<PAGE>

                  (i)      declare or pay any dividend or make any other payment
         or distribution on account of the Company's or any of its Restricted
         Subsidiaries' Equity Interests (including, without limitation, any
         payment in connection with any merger or consolidation involving the
         Company or any of its Restricted Subsidiaries) or to the direct or
         indirect holders of the Company's or any of its Restricted
         Subsidiaries' Equity Interests in their capacity as such (other than
         dividends, payments or distributions payable in Equity Interests (other
         than Disqualified Stock) of the Company or to the Company or a
         Restricted Subsidiary of the Company);

                  (ii)     purchase, redeem or otherwise acquire or retire for
         value (including, without limitation, in connection with any merger or
         consolidation involving the Company) any Equity Interests of the
         Company or any Guarantor (other than a Wholly Owned Restricted
         Subsidiary or such purchases, redemptions or other acquisitions of
         Equity Interests of a Guarantor from the Company or another Guarantor);

                  (iii)    make any voluntary payment on or with respect to, or
         voluntarily purchase, redeem, defease or otherwise acquire or retire
         for value any Indebtedness that is subordinated to the Notes or the
         Note Guarantees; or

                  (iv)     make any Restricted Investment (all such payments and
         other actions set forth in Sections 4.07(a)(i) through (iv) above being
         collectively referred to as "RESTRICTED PAYMENTS"),

unless, at the time of and after giving effect to such Restricted Payment:

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

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

                           (C)      such Restricted Payment, together with the
                  aggregate amount of all other Restricted Payments made by the
                  Company and its Restricted Subsidiaries after the date of this
                  Indenture (excluding Restricted Payments permitted by Sections
                  (ii), (iii), (iv), (v) and (vi) of Section 4.07 (b) below), is
                  less than the sum, without duplication, of:

                                    (1)      50% of the Consolidated Net Income
                           of the Company for the period (taken as one
                           accounting period) from the beginning of the first
                           fiscal quarter commencing after the date of this
                           Indenture to the end of the Company's most recently
                           ended fiscal quarter for which internal financial
                           statements are available at the time of such
                           Restricted Payment (or, if such Consolidated Net
                           Income for such period is a deficit, less 100% of
                           such deficit), plus

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<PAGE>

                                    (2)      100% of the aggregate net cash
                           proceeds received by the Company since the date of
                           this Indenture as a contribution to its common equity
                           capital or from the issue or sale of Equity Interests
                           of the Company (other than Disqualified Stock) or
                           from the issue or sale of convertible or exchangeable
                           Disqualified Stock or convertible or exchangeable
                           debt securities of the Company that have been
                           converted into or exchanged for such Equity Interests
                           (other than Equity Interests (or Disqualified Stock
                           or debt securities) sold to a Subsidiary of the
                           Company); plus

                                    (3)      with respect to Restricted
                           Investments made by the Company and its Restricted
                           Subsidiaries after the date of this Indenture, an
                           amount equal to (x) the amount returned in cash to
                           the Company or any Restricted Subsidiary of the
                           Company on or with respect to such Restricted
                           Investments, whether resulting from payments of
                           interest on Indebtedness, dividends or distributions,
                           repayments of loans or advances in cash or other
                           payments, or from the net cash proceeds from the sale
                           of any such Investment, or (y) upon the designation
                           of any Unrestricted Subsidiary to be a Restricted
                           Subsidiary, the fair market value of the Company's or
                           its Restricted Subsidiary's equity interest in such
                           Subsidiary at the time of such designation, in each
                           case, but only if and to the extent such amounts are
                           not included in the calculation of Consolidated Net
                           Income and not to exceed the amount of the Restricted
                           Investment previously made by the Company or any
                           Restricted Subsidiary in such Person or Unrestricted
                           Subsidiary; plus

                                    (4)      $20.0 million.

                  (b)      So long as no Default has occurred and is continuing
or would be caused thereby, Section 4.07 (a) shall not prohibit:

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

                  (ii)     the redemption, repurchase, retirement, defeasance or
         other acquisition of any subordinated Indebtedness of the Company or
         any Guarantor or of any Equity Interests of the Company or any
         Guarantor in exchange for, or out of the net cash proceeds of a
         contribution to the common equity of the Company or a substantially
         concurrent sale (other than to a Subsidiary of the Company) of, Equity
         Interests of the Company (other than Disqualified Stock); provided that
         the amount of any such net cash proceeds that are utilized for any such
         redemption, repurchase, retirement, defeasance or other acquisition
         shall be excluded from Section 4.07(a)(C)(2);

                  (iii)    the defeasance, redemption, repurchase or other
         acquisition of subordinated Indebtedness of the Company or any
         Guarantor in exchange for, or with the net cash proceeds from, an
         Incurrence of Permitted Refinancing Indebtedness;

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<PAGE>

                  (iv)     the payment of any dividend or distribution by a
         Restricted Subsidiary of the Company to the holders of its common
         Equity Interests, or the redemption by a Restricted Subsidiary of the
         Company of its common Equity Interests, in each case on a pro rata
         basis;

                  (v)      the repurchase of Capital Stock deemed to occur upon
         the exercise of options or warrants if such Capital Stock represents
         all or a portion of the exercise price thereof;

                  (vi)     the payment of dividends on the 5.5% Shared
         Preference Redeemable Securities of TXI Capital Trust I as in effect
         and outstanding as of the date of this Indenture in an aggregate annual
         amount not to exceed $11.0 million; or

                  (vii)    dividends paid by the Company on its common stock in
         an annual amount not to exceed (a) $7.0 million plus (b) an amount
         equal to 3% of net cash proceeds received by the Company or reduction
         of Indebtedness of the Company from the issuance, exchange or sale of
         the Company's common stock after the date of this Indenture.

                  The amount of all Restricted Payments (other than cash) shall
be the fair market value on the date of the Restricted Payment of the asset(s)
or securities proposed to be transferred or issued to or by the Company or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
Section 4.07 shall be determined by the Board of Directors whose resolution with
respect thereto shall be delivered to the Trustee. The Board of Directors'
determination shall be based upon an opinion or appraisal issued by an
independent accounting, appraisal or investment banking firm if the fair market
value exceeds $10.0 million. Not later than the date of making any Restricted
Payment, the Company shall deliver to the Trustee an Officers' Certificate
stating that such Restricted Payment is permitted and setting forth the basis
upon which the calculations required by this Section 4.07 were computed,
together with a copy of any fairness opinion or appraisal required by this
Indenture.

Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted
              Subsidiaries.

                  (a)      The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, create or permit to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to:

                  (i)      pay dividends or make any other distributions on its
         Capital Stock (or with respect to any other interest or participation
         in, or measured by, its profits) to the Company or any of its
         Restricted Subsidiaries or pay any liabilities owed to the Company or
         any of its Restricted Subsidiaries;

                  (ii)     make loans or advances to the Company or any of its
         Restricted Subsidiaries; or

                  (iii)    transfer any of its properties or assets to the
         Company or any of its Restricted Subsidiaries.

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<PAGE>

                  (b)      However, the preceding restrictions shall not apply
to such encumbrances or restrictions existing under, by reason of or with
respect to:

                  (i)      the Existing Indebtedness, the Credit Agreement, the
         Accounts Receivable Facility or any other agreements in effect on the
         date of this Indenture and any amendments, modifications, restatements,
         renewals, extensions, supplements, refundings, replacements or
         refinancings thereof, provided that the encumbrances and restrictions
         in any such amendments, modifications, restatements, renewals,
         extensions, supplements, refundings, replacement or refinancings are no
         more restrictive, taken as a whole, than those contained in such
         Existing Indebtedness, this Indenture, the Credit Agreement, the
         Accounts Receivable Facility or such other agreements as in effect on
         the date of this Indenture;

                  (ii)     this Indenture, the Notes and the Note Guarantees;

                  (iii)    applicable law;

                  (iv)     any agreement or arrangement applicable to any Person
         or the property or assets of such Person acquired by the Company or any
         of its Restricted Subsidiaries, existing at the time of such
         acquisition and not entered into in connection with or in contemplation
         of such acquisition; provided that the encumbrance or restriction
         therein is not applicable to any Person or the properties or assets of
         any Person, other than the Person, or the property or assets of such
         Person, so acquired and any amendments, modifications, restatements,
         renewals, extensions, supplements, refundings, replacements or
         refinancings thereof, provided that the encumbrances and restrictions
         in any such amendments, modifications, restatements, renewals,
         extensions, supplements, refundings, replacement or refinancings are no
         more restrictive, taken as a whole, than those in effect on the date of
         the acquisition;

                  (v)      in the case of Section 4.08(a)(iii):

                           (A)      that restrict in a customary manner the
                  subletting, assignment or transfer of any property or asset
                  that is a lease, license, conveyance, joint venture,
                  partnership interest or contract or similar property or asset,

                           (B)      existing by virtue of any transfer of,
                  agreement to transfer, option or right with respect to, or
                  Lien on, any property or assets of the Company or any
                  Restricted Subsidiary not otherwise prohibited by this
                  Indenture or

                           (C)      arising or agreed to in the ordinary course
                  of business, not relating to any Indebtedness, and that do
                  not, individually or in the aggregate, detract from the value
                  of property or assets of the Company or any Restricted
                  Subsidiary in any manner material to the Company or any
                  Restricted Subsidiary;

                  (vi)     any agreement for the sale or other disposition of
         all or substantially all of the capital stock of, or property and
         assets of, a Restricted Subsidiary that restricts distributions by that
         Restricted Subsidiary pending such sale or other disposition;

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<PAGE>

                  (vii)    Permitted Refinancing Indebtedness; provided that the
         restrictions contained in the agreements governing such Permitted
         Refinancing Indebtedness are no more restrictive, taken as a whole,
         than those contained in the agreements governing the Indebtedness being
         refinanced;

                  (viii)   restrictions on cash or other deposits or net worth
         imposed by customers under contracts entered into in the ordinary
         course of business; and

                  (ix)     Standard Securitization Undertakings related to a
         Receivables Subsidiary in connection with a Qualified Receivables
         Transaction.

Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock.

                  (a)      The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness
(including Acquired Debt), and the Company shall not permit any of its
Restricted Subsidiaries to issue any preferred stock; provided, however, that
the Company or any Guarantor may Incur Indebtedness, if the Fixed Charge
Coverage Ratio for the Company's most recently ended four full fiscal quarters
for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is Incurred would have been at least
2.0 to 1, determined on a pro forma basis (including a pro forma application of
the net proceeds therefrom), as if the additional Indebtedness had been Incurred
at the beginning of such four-quarter period.

                  (b)      Section 4.09(a) shall not prohibit the Incurrence of
any of the following items of Indebtedness (collectively, "PERMITTED DEBT"):

                  (i)      the Incurrence by the Company or any Guarantor of
         Indebtedness under Credit Facilities in an aggregate principal amount
         at any one time outstanding pursuant to this Section 4.09(b)(i) (with
         letters of credit being deemed to have a principal amount equal to the
         maximum potential liability of the Company and its Restricted
         Subsidiaries thereunder) not to exceed the greater of (A) $200.0
         million, less the aggregate amount of all Net Proceeds of Asset Sales
         applied by the Company or any Restricted Subsidiary to permanently
         repay any such Indebtedness (and, in the case of any revolving credit
         Indebtedness, to effect a corresponding commitment reduction
         thereunder) pursuant to Section 4.10 and (B) the sum of the amounts
         equal to (x) 40% of the consolidated book value of the inventory of the
         Company and the Guarantors and (y) 70% of the consolidated book value
         of the accounts receivable of the Company and the Guarantors, in each
         case as set forth on the most recent available quarterly or annual
         consolidated balance sheet of the Company and its Restricted
         Subsidiaries, prepared in conformity with GAAP;

                  (ii)     the Incurrence of Existing Indebtedness;

                  (iii)    the Incurrence by the Company and the Guarantors of
         Indebtedness represented by the Notes and the related Note Guarantees
         to be issued on the date of this Indenture and the Exchange Notes and
         the related Note Guarantees to be issued pursuant to the Registration
         Rights Agreement;

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<PAGE>

                  (iv)     the Incurrence by the Company or any Restricted
         Subsidiary of the Company of Permitted Refinancing Indebtedness in
         exchange for, or the net proceeds of which are used to refund,
         refinance or replace Indebtedness (other than intercompany
         Indebtedness) that was permitted by this Indenture to be Incurred under
         Section 4.09(a) or Section 4.09(b)(ii), (iii), (iv) or (vii);

                  (v)      the Incurrence by the Company or any of its
         Restricted Subsidiaries of intercompany Indebtedness owing to and held
         by the Company or any of its Restricted Subsidiaries; provided,
         however, that:

                           (A)      if the Company or any Guarantor is the
                  obligor on such Indebtedness, such Indebtedness must be
                  expressly subordinated to the prior payment in full in cash of
                  all Obligations with respect to the Notes, in the case of the
                  Company, or the Note Guarantee, in the case of a Guarantor;
                  and

                           (B)      (i) any subsequent issuance or transfer of
                  Equity Interests that results in any such Indebtedness being
                  held by a Person other than the Company or a Restricted
                  Subsidiary thereof and (ii) any sale or other transfer of any
                  such Indebtedness to a Person that is not either the Company
                  or a Restricted Subsidiary thereof, shall be deemed, in each
                  case, to constitute an Incurrence of such Indebtedness by the
                  Company or such Restricted Subsidiary, as the case may be,
                  that was not permitted by this Section 4.09(b)(v);

                  (vi)     the Guarantee by the Company or any of the Guarantors
         of Indebtedness of the Company or a Restricted Subsidiary of the
         Company that was permitted to be Incurred by this Section 4.09; or

                  (vii)    the Incurrence by the Company or any Guarantor of
         additional Indebtedness in an aggregate principal amount (or accreted
         value, as applicable) at any time outstanding, including all Permitted
         Refinancing Indebtedness Incurred to refund, refinance or replace any
         Indebtedness Incurred pursuant to this Section 4.09(b)(vii), not to
         exceed $10.0 million.

                  For purposes of determining compliance with this Section 4.09,
in the event that any proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in Sections 4.09(b)(i) through
(vii) above, or is entitled to be Incurred pursuant to Section 4.09(a), the
Company shall be permitted to classify at the time of its Incurrence such item
of Indebtedness in any manner that complies with this covenant. Indebtedness
under Credit Facilities outstanding on the date on which Notes are first issued
under this Indenture shall be deemed to have been Incurred on such date in
reliance on the exception provided by 4.09(b)(i).

                  (c)      Notwithstanding any other provision of this Section
4.09, the maximum amount of Indebtedness that may be Incurred pursuant to this
Section 4.09 shall not be deemed to be exceeded, with respect to any outstanding
Indebtedness due solely to the result of fluctuations in the exchange rates of
currencies.

                  (d)      The Company shall not Incur any Indebtedness that is
subordinate or junior in right of payment to any other Indebtedness of the
Company unless it subordinate in

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<PAGE>

right of payment to the Notes. No Guarantor shall Incur any Indebtedness that is
subordinate or junior in right of payment to any other Indebtedness of such
Guarantor unless it is subordinate in right of payment to such Guarantor's Note
Guarantee. For avoidance of doubt, Indebtedness will not be considered
subordinate or junior in right of payment to any other Indebtedness solely by
virtue of being unsecured or secured to a greater or lesser extent or with
greater or lower priority.

Section 4.10. Asset Sales.

                  (a)      The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, consummate an Asset Sale unless:

                  (i)      the Company (or the Restricted Subsidiary, as the
         case may be) receives consideration at the time of such Asset Sale at
         least equal to the fair market value of the assets or Equity Interests
         issued or sold or otherwise disposed of;

                  (ii)     such fair market value is determined by the Company's
         Board of Directors and evidenced by a resolution of the Board of
         Directors set forth in an Officers' Certificate delivered to the
         Trustee; and

                  (iii)    at least 75% of the consideration therefor received
         by the Company or such Restricted Subsidiary is in the form of cash or
         Replacement Assets or a combination of both. For purposes of this
         Section 4.10(a)(iii), each of the following shall be deemed to be cash:

                           (A)      any liabilities (as shown on the Company's
                  or such Restricted Subsidiary's most recent balance sheet) of
                  the Company or any Restricted Subsidiary (other than
                  contingent liabilities, liabilities that are by their terms
                  subordinated to the Notes or any Note Guarantee and
                  liabilities to the extent owed to the Company or any Affiliate
                  of the Company) that are assumed by the transferee of any such
                  assets pursuant to a customary written agreement that releases
                  the Company or such Restricted Subsidiary from further
                  liability; and

                           (B)      any securities, notes or other obligations
                  received by the Company or any such Restricted Subsidiary from
                  such transferee that are contemporaneously (subject to
                  ordinary settlement periods) converted by the Company or such
                  Restricted Subsidiary into cash (to the extent of the cash
                  received in that conversion).

                  (b)      Within 360 days after the receipt of any Net Proceeds
from an Asset Sale, the Company may apply such Net Proceeds at its option:

                  (i)      to repay Indebtedness under the Credit Facilities or
         Unsubordinated Indebtedness secured by such assets and, if the
         Indebtedness repaid is revolving credit Indebtedness, to
         correspondingly reduce commitments with respect thereto; or

                  (ii)     to purchase Replacement Assets or make a capital
         expenditure in or that is used or useful in a Permitted Business.

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<PAGE>

                  Pending the final application of any such Net Proceeds, the
Company may temporarily reduce revolving credit borrowings or otherwise invest
such Net Proceeds in any manner that is not prohibited by this Indenture.

                  (c)      Any Net Proceeds from Asset Sales that are not
applied or invested as provided in Section 4.10(b) above shall constitute
"EXCESS PROCEEDS." Within 10 days after the aggregate amount of Excess Proceeds
exceeds $10.0 million, the Company shall make an offer (an "ASSET SALE OFFER")
to all Holders of Notes and all holders of other Unsubordinated Indebtedness
containing provisions similar to those set forth in this Indenture with respect
to offers to purchase with the proceeds of sales of assets, to purchase the
maximum principal amount of Notes and such other Unsubordinated Indebtedness
that may be purchased out of the Excess Proceeds. The offer price in any Asset
Sale Offer shall be equal to 100% of principal amount plus accrued and unpaid
interest and Liquidated Damages, if any, to the date of purchase, and shall be
payable in cash. If any Excess Proceeds remain after consummation of an Asset
Sale Offer, the Company may use such Excess Proceeds for any purpose not
otherwise prohibited by this Indenture. If the aggregate principal amount of
Notes and such other Unsubordinated Indebtedness tendered into such Asset Sale
Offer exceeds the amount of Excess Proceeds, Notes and such other Unsubordinated
Indebtedness to be purchased shall be selected on a pro rata basis based on the
principal amount of Notes and such other Unsubordinated Indebtedness tendered.
Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

Section 4.11. Transactions with Affiliates.

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

                  (i)      such Affiliate Transaction is on terms that are no
         less favorable to the Company or the relevant Restricted Subsidiary
         than those that would have been obtained in a comparable arm's-length
         transaction by the Company or such Restricted Subsidiary with a Person
         that is not an Affiliate of the Company; and

                  (ii)     the Company delivers to the Trustee:

                           (A)      with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $5.0 million, a resolution of the
                  Board of Directors set forth in an Officers' Certificate
                  certifying that such Affiliate Transaction or series of
                  related Affiliate Transactions complies with this Section 4.11
                  and that such Affiliate Transaction or series of related
                  Affiliate Transactions has been approved by a majority of the
                  disinterested members of the Board of Directors; and

                           (B)      with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $10.0 million, an opinion as to the
                  fairness to the Company or such Restricted

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<PAGE>

                  Subsidiary of such Affiliate Transaction or series of related
                  Affiliate Transactions from a financial point of view issued
                  by an independent accounting, appraisal or investment banking
                  firm.

                  (b)      The following items shall not be deemed to be
Affiliate Transactions and, therefore, will not be subject to the provisions of
Section 4.11(a):

                  (i)      transactions between or among the Company and/or its
         Restricted Subsidiaries;

                  (ii)     payment of reasonable fees and compensation to, and
         indemnity provided on behalf of, the executive officers and directors
         of the Company and its Restricted Subsidiaries;

                  (iii)    Restricted Payments that are permitted by the
         provisions of Section 4.07;

                  (iv)     transfers of accounts receivable and related assets
         to a Receivables Subsidiary in connection with a Qualified Receivables
         Transaction and the charging of fees and expenses in the ordinary
         course of business in connection with such transfers; and

                  (v)      any sale of Capital Stock (other than Disqualified
         Stock) of the Company.

Section 4.12. Liens.

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

Section 4.13. Business Activities.

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

Section 4.14. Offer to Repurchase upon a Change of Control.

                  (a)      If a Change of Control occurs, each Holder of Notes
shall have the right to require the Company to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of that Holder's Notes pursuant to an
offer by the Company (a "CHANGE OF CONTROL OFFER") at an offer price (a "CHANGE
OF CONTROL PAYMENT") in cash equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest and Liquidated Damages, if any,
thereon, to the date of purchase. Within ten days following any Change of
Control, the Company shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase Notes on a date (the "CHANGE OF

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CONTROL PAYMENT DATE") specified in such notice, which shall be no earlier than
30 days and no later than 60 days from the date such notice is mailed, pursuant
to the procedures described in Section 3.08.

                  (b)      By 11:00 a.m. Eastern Time on the Change of Control
Payment Date, the Company shall, to the extent lawful:

                  (i)      accept for payment all Notes or portions thereof
         properly tendered pursuant to the Change of Control Offer;

                  (ii)     deposit with the Paying Agent an amount equal to the
         Change of Control Payment in respect of all Notes or portions thereof
         so tendered; and

                  (iii)    deliver or cause to be delivered to the Trustee the
         Notes so accepted together with an Officers' Certificate stating the
         aggregate principal amount of Notes or portions thereof being purchased
         by the Company.

                  (c)      The Paying Agent shall promptly mail or wire transfer
to each Holder of more than $1.0 million of Notes so tendered the Change of
Control Payment for such Notes, and the Trustee shall promptly authenticate and
mail (or cause to be transferred by book entry) to each Holder a new Note equal
in principal amount to any unpurchased portion of the Notes surrendered, if any;
provided that each such new Note shall be in a principal amount of $1,000 or an
integral multiple thereof.

                  (d)      The Company will publicly announce the results of the
Change of Control Offer on or as soon as practicable after the Change of Control
Payment Date.

                  (e)      Notwithstanding anything to the contrary in this
Section 4.14, the Company shall not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.14 and all other provisions of this
Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

Section 4.15. Limitation on Issuances and Sales of Equity Interests in
              Restricted Subsidiaries.

                  (a)      The Company shall not transfer, convey, sell, lease
or otherwise dispose of, and shall not permit any of its Restricted Subsidiaries
to issue, transfer, convey, sell, lease or otherwise dispose of, any Equity
Interests in any Restricted Subsidiary of the Company to any Person (other than
the Company or a Restricted Subsidiary of the Company or, if necessary, shares
of its Capital Stock constituting directors' qualifying shares or issuances of
shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals,
to the extent required by applicable law), except:

                  (i)      if, immediately after giving effect to such issuance,
         transfer, conveyance, sale, lease or other disposition, such Restricted
         Subsidiary would no longer constitute a Restricted Subsidiary and any
         Investment in such Person remaining after giving effect to

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         such issuance or sale would have been permitted to be made under
         Section 4.07 hereof if made on the date of such issuance or sale; or

                  (ii)     sales of Common Stock of a Restricted Subsidiary by
         the Company or a Restricted Subsidiary, provided that the Company or
         such Restricted Subsidiary complies with Section 4.10.

Section 4.16. Designation of Restricted and Unrestricted Subsidiaries.

                  (a)      The Board of Directors of the Company may designate
any Restricted Subsidiary to be an Unrestricted Subsidiary, provided that:

                  (i)      any Guarantee by the Company or any Restricted
         Subsidiary of any Indebtedness of the Subsidiary being so designated
         shall be deemed to be an Incurrence of Indebtedness by the Company or
         such Restricted Subsidiary (or both, if applicable) at the time of such
         designation, and such Incurrence of Indebtedness would be permitted
         under Section 4.09;

                  (ii)     the aggregate fair market value of all outstanding
         Investments owned by the Company and its Restricted Subsidiaries in the
         Subsidiary being so designated (including any Guarantee by the Company
         or any Restricted Subsidiary of any Indebtedness of such Subsidiary)
         shall be deemed to be a Restricted Investment made as of the time of
         such designation and such Investment would be permitted under Section
         4.07;

                  (iii)    such Subsidiary does not own any Equity Interests of,
         or hold any Liens on any Property of, the Company or any Restricted
         Subsidiary;

                  (iv)     the Subsidiary being so designated:

                           (A)      is not party to any agreement, contract,
                  arrangement or understanding with the Company or any
                  Restricted Subsidiary of the Company unless the terms of any
                  such agreement, contract, arrangement or understanding are no
                  less favorable to the Company or such Restricted Subsidiary
                  than those that might be obtained at the time from Persons who
                  are not Affiliates of the Company;

                           (B)      is a Person with respect to which neither
                  the Company nor any of its Restricted Subsidiaries has any
                  direct or indirect obligation (i) to subscribe for additional
                  Equity Interests or (ii) to maintain or preserve such Person's
                  financial condition or to cause such Person to achieve any
                  specified levels of operating results;

                           (C)      has not Guaranteed or otherwise directly or
                  indirectly provided credit support for any Indebtedness of the
                  Company or any of its Restricted Subsidiaries, except to the
                  extent such Guarantee or credit support would be released upon
                  such designation; and

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                           (D)      other than in the case of a Receivables
                  Subsidiary, has at least one director on its Board of
                  Directors that is not a director or officer of the Company or
                  any of its Restricted Subsidiaries and has at least one
                  executive officer that is not a director or officer of the
                  Company or any of its Restricted Subsidiaries; and

                  (v)      no Default or Event of Default would be in existence
         following such designation.

                  (b)      Any designation of a Restricted Subsidiary of the
Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by
filing with the Trustee a certified copy of the Board Resolution giving effect
to such designation and an Officers' Certificate certifying that such
designation complied with the preceding conditions and was permitted by this
Indenture. If, at any time, any Unrestricted Subsidiary (x) would fail to meet
any of the preceding requirements described in Sections 4.16(a)(iv)(A), (B) and
(C) above or (y) fails to meet the requirement described in Section
4.16(a)(iv)(D) above and such failure continues for a period of 60 days, such
Subsidiary shall thereafter cease to be an Unrestricted Subsidiary for purposes
of this Indenture and any Indebtedness, Investments, or Liens on the property,
of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of
the Company as of such date and, if such Indebtedness, Investments or Liens are
not permitted to be incurred as of such date under this Indenture, the Company
shall be in Default under this Indenture.

                  (c)      The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary, provided
that:

                  (i)      such designation shall be deemed to be an Incurrence
         of Indebtedness by a Restricted Subsidiary of the Company of any
         outstanding Indebtedness of such Unrestricted Subsidiary and such
         designation shall only be permitted if such Indebtedness is permitted
         under Section 4.09; calculated on a pro forma basis as if such
         designation had occurred at the beginning of the four-quarter reference
         period;

                  (ii)     all outstanding Investments owned by such
         Unrestricted Subsidiary shall be deemed to be made as of the time of
         such designation and such Investments shall only be permitted if such
         Investments would be permitted under Section 4.07;

                  (iii)    all Liens upon property or assets of such
         Unrestricted Subsidiary existing at the time of such designation would
         be permitted under Section 4.12; and

                  (iv)     no Default or Event of Default would be in existence
         following such designation.

Section 4.17. Payments for Consent.

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

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Section 4.18. Guarantees.

                  (a)      If the Company or any of its Restricted Subsidiaries
acquires or creates another Domestic Subsidiary (other than a Receivables
Subsidiary) on or after the date of this Indenture, then that newly acquired or
created Domestic Subsidiary shall become a Guarantor and execute a supplemental
indenture in the form of Exhibit F hereto and deliver an Opinion of Counsel to
the Trustee as to the authorization and enforceability of such supplemental
indenture and any other matters reasonably requested by the Trustee and in
compliance with Section 12.05 hereof. The Company shall not permit any of its
Restricted Subsidiaries, directly or indirectly, to Guarantee the payment of any
other Indebtedness of the Company, unless such Restricted Subsidiary is a
Guarantor or simultaneously executes and delivers a supplemental indenture in
the form attached hereto as Exhibit F providing for a Note Guarantee of payment
of the Notes by such Restricted Subsidiary, which Note Guarantee shall be senior
to or pari passu with such Subsidiary's Guarantee of such other Indebtedness.

                  (b)      Notwithstanding the preceding paragraph, any Note
Guarantee may provide by its terms that it will be automatically and
unconditionally released and discharged under the circumstances described under
Section 10.05 hereof.

Section 4.19. Sale and Leaseback Transactions.

                  (a)      The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, enter into any sale and leaseback transaction,
provided that the Company or any Restricted Subsidiary may enter into a sale and
leaseback transaction if:

                  (i)      the Company or that Restricted Subsidiary, as
         applicable, could have Incurred Indebtedness in an amount equal to the
         Attributable Debt relating to such sale and leaseback transaction under
         the Fixed Charge Coverage Ratio test in Section 4.09(a);

                  (ii)     the gross cash proceeds of that sale and leaseback
         transaction are at least equal to the fair market value, as determined
         in good faith by the Board of Directors and set forth in an Officers'
         Certificate delivered to the Trustee, of the property that is the
         subject of that sale and leaseback transaction; and

                  (iii)    the transfer of assets in that sale and leaseback
         transaction is permitted by, and the Company applies the proceeds of
         such transaction in compliance with Section 4.10.

Section 4.20. [INTENTIONALLY OMITTED]

Section 4.21. Suspension of Certain Covenants and Agreements.

                  (a)      During any period of time that the Notes are rated
Investment Grade by both Rating Agencies and no Default or Event of Default
shall have occurred and then be continuing (the foregoing conditions being
referred to collectively as the "SUSPENSION CONDITION"), the Company and its
Restricted Subsidiaries will not be subject to Sections 4.07, 4.09, 4.10, 4.11,
4.15, clauses (i) and (iii) of Section 4.19 and clause (iii) of Section 5.01(a)
(collectively, the "SUSPENDED COVENANTS").

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                  (b)      If the Company and its Restricted Subsidiaries are
not subject to the Suspended Covenants with respect to the Notes for any period
of time as a result of Section 4.21(a) and, subsequently, one or both Rating
Agencies withdraw their Investment Grade rating or downgrade the Investment
Grade rating assigned to the Notes such that the Notes are no longer rated
Investment Grade by both Rating Agencies, then the Company and each of its
Restricted Subsidiaries will thereafter again be subject to the Suspended
Covenants. Compliance with the Suspended Covenants with respect to Restricted
Payments made after the time of such withdrawal or downgrade will be calculated
in accordance with the terms of Section 4.07 as if such covenant had been in
effect during the entire period of time from the date of this Indenture.

                                  ARTICLE FIVE
                                   SUCCESSORS

Section 5.01. Merger, Consolidation or Sale of Assets.

                  (a)      The Company shall not, directly or indirectly: (1)
consolidate or merge with or into another Person (whether or not the Company is
the surviving corporation) or (2) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties and assets of the Company
and its Subsidiaries taken as a whole, in one or more related transactions, to
another Person unless:

                  (i)      either: (a) the Company is the surviving corporation;
         or (b) the Person formed by or surviving any such consolidation or
         merger (if other than the Company) or to which such sale, assignment,
         transfer, conveyance or other disposition shall have been made (i) is a
         corporation organized or existing under the laws of the United States,
         any state thereof or the District of Columbia and (ii) assumes all the
         obligations of the Company under the Notes, this Indenture and the
         Registration Rights Agreement pursuant to agreements reasonably
         satisfactory to the Trustee;

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

                  (iii)    immediately after giving effect to such transaction
         on a pro forma basis, the Company or the Person formed by or surviving
         any such consolidation or merger (if other than the Company), or to
         which such sale, assignment, transfer, conveyance or other disposition
         shall have been made, will, on the date of such transaction after
         giving pro forma effect thereto and any related financing transactions
         as if the same had occurred at the beginning of the applicable
         four-quarter period, be permitted to Incur at least $1.00 of additional
         Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth
         in Section 4.09(a); and

                  (iv)     each Guarantor, unless such Guarantor is the Person
         with which the Company has entered into a transaction under this
         Section 5.01, shall have by amendment to its Note Guarantee confirmed
         that its Note Guarantee shall apply to the obligations of the Company
         or the surviving Person in accordance with the Notes and this
         Indenture.

                  (b)      The Company shall not, directly or indirectly, lease
all or substantially all of its properties or assets, in one or more related
transactions, to any other Person.

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                  (c)      Section 5.01(a)(iii) above shall not apply to any
merger, consolidation or sale, assignment, transfer, conveyance or other
disposition of assets between or among the Company and any of its Restricted
Subsidiaries.

Section 5.02. Successor Corporation Substituted.

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

                                  ARTICLE SIX
                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

                  (a)      Each of the following is an "EVENT OF DEFAULT":

                  (i)      default for 30 days in the payment when due of
         interest on, or Liquidated Damages with respect to, the Notes;

                  (ii)     default in payment when due (whether at maturity,
         upon acceleration, redemption or otherwise) of the principal of, or
         premium, if any, on the Notes;

                  (iii)    failure by the Company or any of its Restricted
         Subsidiaries to comply with the provisions described under Sections
         4.10, 4.14, 5.01 or 10.04;

                  (iv)     failure by the Company or any of its Restricted
         Subsidiaries for 30 days after written notice by the Trustee or Holders
         representing 25% or more of the aggregate principal amount of Notes
         outstanding to comply with any of the other agreements in this
         Indenture;

                  (v)      default under any mortgage, indenture or instrument
         under which there may be issued or by which there may be secured or
         evidenced any Indebtedness for money borrowed by the Company or any of
         its Restricted Subsidiaries (or the payment of which is Guaranteed by
         the Company or any of its Restricted Subsidiaries) whether such
         Indebtedness or Guarantee now exists, or is created after the date of
         this Indenture, if that default:

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                           (A)      is caused by a failure to pay principal of,
                  or interest or premium, if any, on such Indebtedness prior to
                  the expiration of the grace period provided in such
                  Indebtedness on the date of such default (a "PAYMENT
                  DEFAULT"); or

                           (B)      results in the acceleration of such
                  Indebtedness prior to its express maturity,

         and, in each case, the principal amount of any such Indebtedness,
         together with the principal amount of any other such Indebtedness under
         which there has been a Payment Default or the maturity of which has
         been so accelerated, aggregates $10.0 million or more;

                  (vi)     failure by the Company or any of its Restricted
         Subsidiaries to pay final judgments aggregating in excess of $10.0
         million, which judgments are not paid, discharged or stayed for a
         period of 60 days;

                  (vii)    except as permitted by this Indenture, any Note
         Guarantee shall be held in any judicial proceeding to be unenforceable
         or invalid or shall cease for any reason to be in full force and effect
         or any Guarantor, or any Person acting on behalf of any Guarantor,
         shall deny or disaffirm its obligations under its Note Guarantee;

                  (viii)   the Company or any Significant Subsidiary of the
         Company (or any Restricted Subsidiaries that together would constitute
         a Significant Subsidiary) pursuant to or within the meaning of
         Bankruptcy Law:

                           (A)      commences a voluntary case,

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

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

                           (D)      generally is not paying its debts as they
                  become due; and

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

                           (A)      is for relief against the Company or any of
                  its Restricted Subsidiaries that is a Significant Subsidiary
                  (or Restricted Subsidiaries that together would constitute a
                  Significant Subsidiary), in an involuntary case; or

                           (B)      appoints a custodian of the Company or any
                  of its Restricted Subsidiaries that is a Significant
                  Subsidiary (or Restricted Subsidiaries that together would
                  constitute a Significant Subsidiary) or for all or
                  substantially all of the property of the Company or any of its
                  Restricted Subsidiaries that is a Significant Subsidiary (or
                  Restricted Subsidiaries that together would constitute a
                  Significant Subsidiary), or

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                           (C)      orders the liquidation of the Company or any
                  of its Restricted Subsidiaries that is a Significant
                  Subsidiary (or Restricted Subsidiaries that together would
                  constitute a Significant Subsidiary);

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

Section 6.02. Acceleration.

                  (a)      In the case of an Event of Default specified in
clauses (viii) or (ix) of Section 6.01 hereof, with respect to the Company or
any Significant Subsidiary of the Company (or any Restricted Subsidiaries that
together would constitute a Significant Subsidiary), all outstanding Notes will
become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable immediately by notice in writing to the Company
specifying the Event of Default.

                  (b)      With respect to periods after June 15, 2007, in the
case of any Event of Default occurring by reason of any willful action or
inaction taken or not taken by or on behalf of the Company with the intention of
avoiding payment of the premium that the Company would have had to pay if the
Company then had elected to redeem the Notes pursuant to Section 3.07(a) hereof,
an equivalent premium shall also become and be immediately due and payable to
the extent permitted by law upon the acceleration of the Notes. With respect to
periods prior to June 15, 2007, if an Event of Default occurs during any time
that the Notes are outstanding, by reason of any willful action (or inaction)
taken (or not taken) by or on behalf of the Company with the intention of
avoiding payment of the premium that the Company would have had to pay if the
Company then had elected to redeem the Notes pursuant to Section 3.07(c) hereof,
then the premium specified in Section 3.07(c) hereof as being payable upon an
optional redemption prior to June 15, 2007 shall become immediately due and
payable to the extent permitted by law upon the acceleration of the Notes.

Section 6.03. Other Remedies.

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

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

Section 6.04. Waiver of Past Defaults.

                  Holders of a majority in principal amount of the then
outstanding Notes by notice to the Trustee may, on behalf of the Holders of all
of the Notes, rescind and annul a declaration

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of acceleration pursuant to Section 6.02 hereof, and its consequences, and waive
any related existing Default or Event of Default if:

                  (a)      the Company has paid or deposited with the Trustee a
sum sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and
the reasonable compensation, expenses and disbursements and advances of the
Trustee, it agents and counsel, (ii) all overdue interest and Liquidated Damages
on all Notes, (iii) the principal of and premium, if any, on any Notes that have
become due otherwise than by such declaration or occurrence of acceleration and
interest and Liquidated Damages, if any, thereon at the rate prescribed therefor
by such Notes, and (iv) to the extent that payment for such interest is lawful,
interest upon overdue interest, if any, at the rate prescribed in Section 4.01
hereof,

                  (b)      all existing Events of Default, other than the
nonpayment of the principal of, premium, if any, and interest and Liquidated
Damages, if any, on the Notes that have become due solely by such declaration of
acceleration, have been cured or waived and

                  (c)      the rescission would not conflict with any judgment
or decree of a court of competent jurisdiction.

                  The Company shall deliver to the Trustee an Officers'
Certificate stating that the requisite percentage of Holders have consented to
any such waiver and attaching copies of such consents. In case of any such
waiver, the Company, the Trustee and the Holders shall be restored to their
former positions and rights hereunder and under the Notes, respectively. This
Section 6.04 and Section 9.02 shall be in lieu of Section 316(a)(1)(B) of the
TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from
this Indenture and the Notes, as permitted by the TIA. Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

Section 6.05. Control by Majority.

                  Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.

Section 6.06. Limitation on Suits.

                  (a)      A Holder may not pursue any remedy with respect to
this Indenture or the Notes unless:

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

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

                  (iii)    such Holder or Holders offer and, if requested,
         provide to the Trustee security and indemnity satisfactory to the
         Trustee against any costs, liability or expense that might be incurred
         by it in connection with the request or direction;

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

                  (v)      during such 60-day period, the Holders of a majority
         in aggregate principal amount of the outstanding Notes do not give the
         Trustee a direction that is inconsistent with the request.

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

Section 6.07. Rights of Holders of Notes to Receive Payment.

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

Section 6.08. Collection Suit by Trustee.

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

Section 6.09. Trustee May File Proofs of Claim.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the
Company or any Guarantor (or any other obligor upon the Notes), its creditors or
its property and shall be entitled and empowered to collect, receive and
distribute any money or other securities or property payable or deliverable on
any such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly

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

Section 6.10. Priorities.

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

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

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

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

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

Section 6.11. Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more
than ten percent in principal amount of the then outstanding Notes.

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                                 ARTICLE SEVEN
                                     TRUSTEE

Section 7.01. Duties of Trustee. Except to the extent, if any, provided
otherwise in the Trust Indenture Act of 1939 (as from time to time in effect):

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

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

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

                  (ii)     in the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

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

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

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

                  (iii)    the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 hereof.

                  (d)      Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section 7.01.

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

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                  (f)      Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.

Section 7.02. Certain Rights of Trustee.

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

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

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

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

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

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

                  (g)      The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of such event is sent to the
Trustee in accordance with Section 12.02 hereof, and such notice references the
Notes.

Section 7.03. Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may become a creditor of, or otherwise deal
with, the Company or any of its Affiliates with the same rights it would have if
it were not Trustee. However, in the event that the Trustee acquires any
conflicting interest as described in the Trust Indenture Act of 1939 (as in
effect at such time), it must eliminate such conflict within 90 days, apply to
the SEC for permission to continue as trustee or resign. Any Agent may do the
same with like rights and duties. The Trustee is also subject to Sections 7.10
and 7.11 hereof.

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Section 7.04. Trustee's Disclaimer.

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

Section 7.05. Notice of Defaults.

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

Section 7.06. Reports by Trustee to Holders of the Notes.

                  (a)      Within 60 days after each May 31 beginning with the
May 31 following the date hereof, and for so long as Notes remain outstanding,
the Trustee shall mail to the Holders of the Notes a brief report dated as of
such reporting date that complies with TIA Section 313(a) (but if no event
described in TIA Section 313(a) has occurred within the twelve months preceding
the reporting date, no report need be transmitted). The Trustee also shall
comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail all
reports as required by TIA Section 313(c).

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

Section 7.07. Compensation and Indemnity.

                  (a)      The Company shall pay to the Trustee from time to
time reasonable compensation for its acceptance of this Indenture and services
hereunder in accordance with a written schedule provided by the Trustee to the
Company. 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 promptly upon request for all reasonable disbursements, advances and
expenses incurred or made by it in addition to the compensation for its
services. Such expenses shall include the reasonable compensation, disbursements
and expenses of the Trustee's agents and counsel.

                  (b)      The Company shall indemnify the Trustee against any
and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.07) and defending itself against any

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claim (whether asserted by either of the Company or any Holder or any other
person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its negligence, bad faith or willful misconduct.
The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder. The Company shall defend the claim and the
Trustee shall cooperate in the defense. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld.

                  (c)      The obligations of the Company under this Section
7.07 shall survive the satisfaction and discharge of this Indenture and
resignation of removal of the Trustee.

                  (d)      To secure the Company's payment obligations in this
Section, the Trustee shall have a Lien prior to the Notes on all money or
property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Notes. Such Lien shall survive the
satisfaction and discharge of this Indenture and resignation or removal of the
Trustee.

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

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

Section 7.08. Replacement of Trustee.

                  (a)      A resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective only upon the
successor Trustee's acceptance of appointment as provided in this Section 7.08.

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

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

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

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

                  (iv)     the Trustee becomes incapable of acting.

                  (c)      If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company shall promptly
appoint a successor Trustee. Within one year after the successor Trustee takes
office, the Holders of a majority in principal amount of the

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then outstanding Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.

                  (d)      If a successor Trustee does not take office within 30
days after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of Notes of at least 10% in principal amount of the then
outstanding Notes may petition at the expense of the Company any court of
competent jurisdiction for the appointment of a successor Trustee.

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

                  (f)      A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.
Thereupon, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. The successor Trustee shall mail a
notice of its succession to Holders. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, provided
all sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under Section 7.07
hereof shall continue for the benefit of the retiring Trustee.

Section 7.09. Successor Trustee by Merger, Etc.

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

Section 7.10. Eligibility; Disqualification.

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at
least $150.0 million as set forth in its most recent published annual report of
condition.

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

Section 7.11. Preferential Collection of Claims Against Company.

                  The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein. The Trustee hereby waives any right to set-off any claim that it may
have against the Company in any capacity (other than as Trustee and Paying
Agent) against any of the assets of the Company held by the Trustee; provided,
however, that if the Trustee is or becomes a lender of any other Indebtedness
permitted hereunder to be pari passu with the Notes, then such waiver shall not
apply to the extent of such Indebtedness.

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                                 ARTICLE EIGHT
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

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

Section 8.02. Legal Defeasance and Discharge.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.02, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
and all obligations of the Guarantors shall be deemed to have been discharged
with respect to their obligations under the Note Guarantees on the date the
conditions set forth below are satisfied (hereinafter, "LEGAL DEFEASANCE"). For
this purpose, Legal Defeasance means that the Company and the Guarantors shall
be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes and Note Guarantees, respectively, which shall thereafter be
deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the
other Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of outstanding Notes to receive solely from the trust fund described
in Section 8.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, interest and Liquidated Damages,
if any, on such Notes when such payments are due, (b) the Company's obligations
with respect to such Notes under Article 2 concerning issuing temporary Notes,
registration of Notes and mutilated, destroyed, lost or stolen Notes and the
Company's obligations under Section 4.02 hereof, (c) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and the Company's obligations in
connection therewith and (d) this Article 8. Subject to compliance with this
Article 8, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03. Covenant Defeasance.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from its obligations under the covenants contained in Sections 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20 hereof with
respect to the outstanding Notes on and after the date the conditions set forth
in Section 8.04 are satisfied (hereinafter, "COVENANT DEFEASANCE"), and the
Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes

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shall not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Notes, the
Company and the Guarantors may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby. In addition, upon the Company's exercise under
Section 8.01 hereof of the option applicable to this Section 8.03, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(a)(iii) through (vii) shall not constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance.

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

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

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

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

                  (iv)     no Default or Event of Default shall have occurred
         and be continuing either: (a) on the date of such deposit; or (b)
         insofar as Events of Default from bankruptcy

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<PAGE>

         or insolvency events are concerned, at any time in the period ending on
         the 91st day after the date of deposit;

                  (v)      such Legal Defeasance or Covenant Defeasance will not
         result in a breach or violation of, or constitute a default under any
         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;

                  (vi)     the Company must have delivered to the Trustee an
         Opinion of Counsel to the effect that, (1) assuming no intervening
         bankruptcy of the Company or any Guarantor between the date of deposit
         and the 91st day following the deposit and assuming that no Holder is
         an "insider" of the Company under applicable bankruptcy law, after the
         91st day following the deposit, the trust funds will not be subject to
         the effect of Section 547 of the United States Bankruptcy Code and (2)
         the creation of the defeasance trust does not violate the Investment
         Company Act of 1940;

                  (vii)    the Company must deliver to the Trustee an Officers'
         Certificate stating that the deposit was not made by the Company with
         the intent of preferring the Holders of Notes over the other creditors
         of the Company with the intent of defeating, hindering, delaying or
         defrauding creditors of the Company or others;

                  (viii)   if the Notes are to be redeemed prior to their stated
         maturity, the Company must deliver to the Trustee irrevocable
         instructions to redeem all of the Notes on the specified redemption
         date; and

                  (ix)     the Company must deliver to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent relating to the Legal Defeasance or the Covenant Defeasance
         have been complied with.

Section 8.05. Deposited Money and Government Securities to Be Held in Trust;
              Other Miscellaneous Provisions.

                  (a)      Subject to Section 8.06 hereof, all money and
non-callable Government Securities (including the proceeds thereof) deposited
with the Trustee pursuant to Section 8.04 hereof in respect of the outstanding
Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Liquidated Damages, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

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

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<PAGE>

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

Section 8.06. Repayment to the Company.

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

Section 8.07. Reinstatement.

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

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                                  ARTICLE NINE
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

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

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

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

                  (iii)    to provide for the assumption of the Company's or any
         Guarantor's obligations to Holders of Notes in the case of a merger or
         consolidation or sale of all or substantially all of the Company's or
         such Guarantor's assets;

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

                  (v)      to comply with requirements of the SEC in order to
         effect or maintain the qualification of this Indenture under the Trust
         Indenture Act;

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

                  (vii)    to allow any Guarantor to execute a supplemental
         Indenture and a Note Guarantee with respect to the Notes; or

                  (viii)   to evidence and provide for the acceptance of
         appointment of a successor Trustee.

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

Section 9.02. With Consent of Holders of Notes.

                  (a)      Except as otherwise provided in this Section 9.02,
the Company, the Guarantors and the Trustee may amend or supplement this
Indenture or the Notes with the consent of the Holders of at least a majority in
principal amount of the Notes then outstanding

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(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default or compliance with any
provision of this Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes).

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

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

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

                  (e)      After an amendment, supplement or waiver under this
Section becomes effective, the Company shall mail to the Holders of Notes
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
amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the then outstanding
Notes (including Additional Notes, if any) may waive compliance in a particular
instance by the Company with any provision of this Indenture, or the Notes.
However, without the consent of each Holder affected, an amendment or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

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

                  (ii)     reduce the principal of or change the fixed maturity
         of any Note or alter the provisions, or waive any payment, with respect
         to the redemption of the Notes;

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

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

                  (v)      make any Note payable in money other than U.S.
         dollars;

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

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

                  (viii)   impair the right to institute suit for the
         enforcement of any payment on or with respect to the Notes or the Note
         Guarantees;

                  (ix)     amend, change or modify the obligation of the Company
         to make and consummate an Asset Sale Offer with respect to any Asset
         Sale in accordance with Section 4.10 after the obligation to make such
         Asset Sale Offer has arisen or the obligation of the Company to make
         and consummate a Change of Control Offer in the event of a Change of
         Control in accordance with Section 4.14 after such Change of Control
         has occurred, including, in each case, amending, changing or modifying
         any definition relating thereto;

                  (x)      except as otherwise permitted under Section 5.01,
         consent to the assignment or transfer by the Company or any Guarantor
         of any of their rights or obligations under this Indenture; and

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

Section 9.03. Compliance with Trust Indenture Act.

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

Section 9.04. Revocation and Effect of Consents.

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

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An amendment, supplement or waiver becomes effective in accordance with its
terms and thereafter binds every Holder.

Section 9.05. Notation on or Exchange of Notes.

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

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

Section 9.06. Trustee to Sign Amendments, Etc.

                  The Trustee shall sign any amendment or supplement to this
Indenture or any Note authorized pursuant to this Article Nine if the amendment
or supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. The Company may not sign an amendment or supplemental
Indenture or Note until its Board of Directors approves it. In executing any
amendment or supplement or Note, the Trustee shall be entitled to receive and
(subject to Section 7.01 hereof) shall be fully protected in relying upon an
Officers' Certificate and an Opinion of Counsel stating that the execution of
such amendment or supplement is authorized or permitted by this Indenture.

                                  ARTICLE TEN
                                 NOTE GUARANTEES

Section 10.01. Guarantee.

                  (a)      Subject to this Article Ten, each of the Guarantors
hereby, jointly and severally, and fully and unconditionally, guarantees to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns, irrespective of the validity and enforceability
of, this Indenture, the Notes or the obligations of the Company hereunder or
thereunder, that: (a) the principal of, premium, if any, and interest and
Liquidated Damages, if any, on the Notes will be promptly paid in full when due,
whether at maturity, by acceleration, redemption or otherwise, and interest on
the overdue principal of, premium, if any, and interest and Liquidated Damages,
if any, on the Notes, if lawful (subject in all cases to any applicable grace
period provided herein), and all other obligations of the Company to the Holders
or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

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                  (b)      The Guarantors hereby agree that, to the maximum
extent permitted under applicable law, their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06
hereof, each Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenants that this Note Guarantee shall
not be discharged except by complete performance of the obligations contained in
the Notes and this Indenture.

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

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

Section 10.02. Limitation on Guarantor Liability.

                  Each Guarantor, and by its acceptance of Notes, each Holder,
hereby confirms that it is the intention of all such parties that the Note
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to such Note Guarantee. To effectuate the foregoing intention,
the Trustee, the Holders and the Guarantors hereby irrevocably agree that the
obligations of such Guarantor will be limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article Ten, result in the obligations of such Guarantor
under its Note Guarantee not constituting a fraudulent transfer or conveyance.

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Section 10.03. Execution and Delivery of Note Guarantee.

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

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

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

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

                  (e)      If required by Section 4.20 hereof, the Company shall
cause such Subsidiaries to execute supplemental indentures to this Indenture and
Note Guarantees in accordance with Section 4.20 hereof and this Article Ten, to
the extent applicable.

Section 10.04. Guarantors May Consolidate, Etc., on Certain Terms.

                  (a)      A Guarantor may not sell or otherwise dispose of all
or substantially all of its assets to, or consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person), another Person, other
than the Company or another Guarantor, unless:

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

                  (ii)     either:

                           (A)      the Person acquiring the property in any
                  such sale or disposition or the Person formed by or surviving
                  any such consolidation or merger (if other than the Guarantor)
                  is a corporation or limited liability company organized or
                  existing under the laws of the United States, any state
                  thereof or the District of Columbia and assumes all the
                  obligations of that Guarantor under this Indenture, its Note
                  Guarantee and the Registration Rights Agreement pursuant to a
                  supplemental indenture reasonably satisfactory to the Trustee;
                  or

                           (B)      such sale or other disposition or
                  consolidation or merger complies with Section 4.10 hereof.

                  (b)      In case of any such consolidation, merger, sale or
conveyance governed by Section 10.04(a)(ii)(A), upon the assumption by the
successor Person, by supplemental

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

Section 10.05. Release of Guarantor.

                  (a)      Any Guarantor will be released and relieved of any
obligations under its Note Guarantee, (i) in connection with any sale or other
disposition of all of the Capital Stock of that Guarantor to a Person that is
not (either before or after giving effect to such transaction) an Affiliate of
the Company, if the sale of all such Capital Stock of that Guarantor complies
with Section 4.10 hereof; (ii) if the Company properly designates that Guarantor
as an Unrestricted Subsidiary under this Indenture or (iii) upon the release or
discharge of the Guarantee which resulted in the creation of such Note Guarantee
pursuant to Section 4.18(b) hereof, except a discharge or release by or as a
result of payment under such Guarantee. Upon delivery by the Company to the
Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that
one of the foregoing requirements has been satisfied and the conditions to the
release of a Guarantor under this Section 10.05 have been met, the Trustee shall
execute any documents reasonably required in order to evidence the release of
such Guarantor from its obligations under its Note Guarantee.

                  (b)      Any Guarantor not released from its obligations under
its Note Guarantee shall remain liable for the full amount of principal of and
interest and Liquidated Damages, if any, on the Notes and for the other
obligations of any Guarantor under this Indenture as provided in this Article
Ten.

                                 ARTICLE ELEVEN
                           SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge.

                  (a)      This Indenture shall be discharged and shall cease to
be of further effect as to all Notes issued thereunder, when:

                  (i)      either:

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

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

                  (ii)     no Default or Event of Default shall have occurred
         and be continuing on the date of any deposit referred to in clause
         (a)(i)(B) 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 to which the Company or any Guarantor is a
         party or by which the Company or any Guarantor is bound;

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

                  (iv)     the Company has delivered irrevocable instructions to
         the Trustee under this Indenture to apply the deposited money toward
         the payment of the Notes at maturity or the redemption date, as the
         case may be.

                  (b)      In addition, the Company must deliver an Officers'
Certificate and an Opinion of Counsel (which opinion may be subject to customary
assumptions and exclusions) to the Trustee stating that all conditions precedent
to satisfaction and discharge have been satisfied.

                  (c)      Notwithstanding the above, the Trustee shall pay to
the Company from time to time upon its request any cash or Government Securities
held by it as provided in this section which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification delivered to the Trustee, are in excess of the amount thereof that
would then be required to be deposited to effect a satisfaction and discharge
under this Article Eleven.

Section 11.02. Deposited Money and Government Securities to Be Held in Trust;
               Other Miscellaneous Provisions.

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

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Section 11.03. Repayment to the Company.

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

                                 ARTICLE TWELVE
                                  MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls.

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

Section 12.02. Notices.

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

                  If to the Company or any Guarantor:

                  Texas Industries, Inc.
                  1341 West Mockingbird Lane
                  Dallas, Texas 75247

                  Facsimile: 972-647-3320
                  Attention: General Counsel

                  With copies to:

                  Thompson & Knight LLP
                  1700 Pacific Avenue
                  Suite 3300
                  Dallas, TX 75201

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                  Facsimile: 214-880-3135
                  Attention: Joe Dannenmaier

                  If to the Trustee:

                  Wells Fargo Bank, National Association
                  505 Main Street, Suite 301
                  Fort Worth, TX 76102
                  Phone 817-334-7065
                  Fax 817-885-8650
                  Attention: Melissa Scott

                  (b)      The Company the Guarantors or the Trustee, by notice
to the others may designate additional or different addresses for subsequent
notices or communications.

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

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

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

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

Section 12.03. Communication by Holders of Notes with Other Holders of Notes.

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

Section 12.04. Certificate and Opinion as to Conditions Precedent.

                  (a)      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:

                  (i)      an Officers' Certificate in form and substance
         reasonably satisfactory to the Trustee (which shall include the
         statements set forth in Section 12.05 hereof) stating

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         that, in the opinion of the signers, all conditions precedent and
         covenants, if any, provided for in this Indenture relating to the
         proposed action have been satisfied; and

                  (ii)     an Opinion of Counsel in form and substance
         reasonably satisfactory to the Trustee (which shall include the
         statements set forth in Section 12.05 hereof) stating that, in the
         opinion of such counsel (who may rely upon and Officers' Certificate as
         to matters of fact), all such conditions precedent and covenants have
         been satisfied.

Section 12.05. Statements Required in Certificate or Opinion.

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

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

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

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

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

Section 12.06. Rules by Trustee and Agents.

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

Section 12.07. No Personal Liability of Directors, Officers, Employees and
               Stockholders.

                  No director, officer, employee, incorporator or stockholder of
the Company or any Guarantor, as such, shall have any liability for any
obligations of the Company or the Guarantors under the Notes, this Indenture,
the Note Guarantees or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder of Notes by accepting a Note
waives and releases all such liability. This waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to
waive liabilities under the federal securities laws.

Section 12.08. Governing Law.

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

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Section 12.09. Consent to Jurisdiction.

                  Any legal suit, action or proceeding arising out of or based
upon this Indenture or the transactions contemplated hereby ("RELATED
PROCEEDINGS") may be instituted in the federal courts of the United States of
America located in the City of New York or the courts of the State of New York
in each case located in the City of New York (collectively, the "SPECIFIED
COURTS"), and each party irrevocably submits to the non-exclusive jurisdiction
of such courts in any such suit, action or proceeding. Service of any process,
summons, notice or document by mail (to the extent allowed under any applicable
statute or rule of court) to such party's address set forth above shall be
effective service of process for any suit, action or other proceeding brought in
any such court. The parties irrevocably and unconditionally waive any objection
to the laying of venue of any suit, action or other proceeding in the Specified
Courts and irrevocably and unconditionally waive and agree not to plead or claim
in any such court has been brought in an inconvenient forum.

Section 12.10. No Adverse Interpretation of Other Agreements.

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

Section 12.11. Successors.

                  All agreements of the Company in this Indenture and the Notes
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors. All agreements of each Guarantor in this Indenture shall
bind its successors, except as otherwise provided in Section 10.04.

Section 12.12. Severability.

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

Section 12.13. Counterpart Originals.

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

Section 12.14. Acts of Holders.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by the Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agents duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes

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referred to as the "ACT" of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and conclusive in
favor of the Trustee and the Company if made in the manner provided in this
Section 12.14.

                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to such witness,
notary or officer the execution thereof. Where such execution is by a signer
acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of authority. The fact and date
of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient.

                  (c)      Notwithstanding anything to the contrary contained in
this Section 12.14, the principal amount and serial numbers of Notes held by any
Holder, and the date of holding the same, shall be proved by the register of the
Notes maintained by the Registrar as provided in Section 2.04 hereof.

                  (d)      If the Company shall solicit from the Holders of the
Notes any request, demand, authorization, direction, notice, consent, waiver or
other Act, the Company may, at its option, by or pursuant to a resolution of its
Board of Directors, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such resolution, which shall be a date not earlier
than the date 30 days prior to the first solicitation of Holders generally in
connection therewith or the date of the most recent list of Holders forwarded to
the Trustee prior to such solicitation pursuant to Section 2.06 hereof and not
later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of the then outstanding Notes have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the then outstanding Notes shall be computed as
of such record date; provided that no such authorization, agreement or consent
by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than
eleven months after the record date.

                  (e)      Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Note shall bind every
future Holder of the same Note and the Holder of every Note issued upon the
registration or transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Note.

                                       93

<PAGE>

                  (f)      Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to any particular Note may do
so itself with regard to all or any part of the principal amount of such Note or
by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount.

Section 12.15. Benefit of Indenture.

                  Nothing, in this Indenture or in the Notes, express or
implied, shall give to any Person, other than the parties hereto, any Paying
Agent, any Registrar and its successors hereunder, and the Holders, any benefit
or any legal or equitable right, remedy or claim under this Indenture.

Section 12.16. Table of Contents, Headings, Etc.

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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       94

<PAGE>

                                   SIGNATURES

                                       Very truly yours,

                                       TEXAS INDUSTRIES, INC.

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------
                                          Name:   Kenneth R. Allen
                                          Title:  Vice President and Treasurer

                                       ATHENS BRICK COMPANY

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------
                                          Name:   Kenneth R. Allen
                                          Title:  Vice President -- Treasurer

                                       BROOKHOLLOW CORPORATION

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------
                                          Name:   Kenneth R. Allen
                                          Title:  Vice President -- Treasurer

                                       BROOK HOLLOW PROPERTIES, INC.

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------
                                          Name:   Kenneth R. Allen
                                          Title:  Vice President -- Treasurer

                                       BROOKHOLLOW OF ALEXANDRIA, INC.

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------
                                          Name:   Kenneth R. Allen
                                          Title:  Vice President -- Treasurer


                                       95

<PAGE>

                                       BROOKHOLLOW OF VIRGINIA, INC.

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------
                                          Name:   Kenneth R. Allen
                                          Title:  Vice President -- Treasurer

                                       SOUTHWESTERN FINANCIAL CORPORATION

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------
                                          Name:   Kenneth R. Allen
                                          Title:  Vice President -- Treasurer

                                       CHAPARRAL STEEL COMPANY

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------
                                          Name:   Kenneth R. Allen
                                          Title:  Vice President -- Treasurer

                                       CHAPARRAL STEEL HOLDINGS, INC.

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------
                                          Name:   Kenneth R. Allen
                                          Title:  Vice President and Treasurer

                                       CHAPARRAL STEEL TRUST

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------
                                          Name:   Kenneth R. Allen
                                          Title:  Vice President and Treasurer

                                       CHAPARRAL STEEL TEXAS, INC.

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------
                                          Name:   Kenneth R. Allen
                                          Title:  Vice President and Treasurer


                                       96

<PAGE>

                                       CHAPARRAL STEEL MIDLOTHIAN, LP

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------
                                          Name:   Kenneth R. Allen
                                          Title:  Vice President and Treasurer
                                                  of its General Partner

                                       CHAPARRAL (VIRGINIA) INC.

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------
                                          Name:   Kenneth R. Allen
                                          Title:  Vice President -- Treasurer

                                       CREOLE CORPORATION

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------
                                          Name:   Kenneth R. Allen
                                          Title:  Vice President -- Treasurer

                                       PACIFIC CUSTOM MATERIALS, INC.

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------
                                          Name:   Kenneth R. Allen
                                          Title:  Vice President -- Treasurer

                                       RIVERSIDE CEMENT COMPANY

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------
                                          Name:   Kenneth R. Allen
                                          Title:  Assistant General Manager --
                                                  Treasurer

                                       PARTIN LIMESTONE PRODUCTS, INC.

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------
                                          Name:   Kenneth R. Allen
                                          Title:  Vice President -- Treasurer

                                       RIVERSIDE CEMENT HOLDINGS COMPANY

                                       By: /s/ KENNETH R. ALLEN
                                          -------------------------------------


                                       97

<PAGE>
                                          Name: Kenneth R. Allen
                                          Title: Vice President - Treasurer

                                       TEXAS INDUSTRIES HOLDINGS, INC.

                                       By: /s/ KENNETH R. ALLEN
                                           ----------------------------------
                                          Name: Kenneth R. Allen
                                          Title: Vice President and Treasurer

                                       TEXAS INDUSTRIES TRUST

                                       By: /s/ KENNETH R. ALLEN
                                           ----------------------------------
                                          Name: Kenneth R. Allen
                                          Title: Vice President and Treasurer

                                       TXI AVIATION, INC.

                                       By: /s/ KENNETH R. ALLEN
                                           ----------------------------------
                                          Name: Kenneth R. Allen
                                          Title: Vice President - Treasurer

                                       TXI CALIFORNIA INC.

                                       By: /s/ KENNETH R. ALLEN
                                           ----------------------------------
                                          Name: Kenneth R. Allen
                                          Title: Vice President - Treasurer

                                       TXI CEMENT COMPANY

                                       By: /s/ KENNETH R. ALLEN
                                           ----------------------------------
                                          Name: Kenneth R. Allen
                                          Title: Vice President - Treasurer

                                       TXI CORP.

                                       By: /s/ KENNETH R. ALLEN
                                           ----------------------------------
                                          Name: Kenneth R. Allen
                                          Title: Vice President and Treasurer

                                       TXI OPERATING TRUST

                                       By: /s/ KENNETH R. ALLEN
                                           ----------------------------------

                                       98

<PAGE>

                                          Name:  Kenneth R. Allen
                                          Title: Vice President and Treasurer

                                       TXI OPERATIONS, LP

                                       By:  /s/  KENNETH R. ALLEN
                                          -----------------------------------
                                          Name:  Kenneth R. Allen
                                          Title: Vice President and Treasurer
                                                 of its General Partner

                                       TXI POWER COMPANY

                                       By:  /s/  KENNETH R. ALLEN
                                          -----------------------------------
                                          Name:  Kenneth R. Allen
                                          Title: Vice President -- Treasurer

                                       TXI RIVERSIDE INC.

                                       By:  /s/  KENNETH R. ALLEN
                                          -----------------------------------
                                          Name:  Kenneth R. Allen
                                          Title: Vice President -- Treasurer

                                       TXI STAR RECYCLING LP

                                       By:  /s/  KENNETH R. ALLEN
                                          -----------------------------------
                                          Name:  Kenneth R. Allen
                                          Title: Vice President and Treasurer
                                                 of its General Partner

                                       TXI TRANSPORTATION COMPANY

                                       By:  /s/  KENNETH R. ALLEN
                                          -----------------------------------
                                          Name:  Kenneth R. Allen
                                          Title: Vice President -- Treasurer

                                       99

<PAGE>

                                       Wells Fargo Bank, National Association,
                                       as Trustee

                                       By: /s/ MELISSA SCOTT
                                          --------------------------
                                          Name: Melissa Scott
                                          Title: Trust Officer

                                       100

<PAGE>

                                                                       EXHIBIT A

                                 [Face of Note]

                          [INSERT APPROPRIATE LEGENDS]

                                      A1-1

<PAGE>

                                                             CUSIP [           ]

No.                                                             **$___________**

                             TEXAS INDUSTRIES, INC.

                         10 1/4% Senior Notes due 2011

Issue Date:

                  Texas Industries, Inc., a Delaware corporation (the "Company",
which term includes any successor under this Indenture hereinafter referred to),
for value received, promises to pay to CEDE & CO., or its registered assigns,
the principal sum of [Amount of Note] ($________) on June 15, 2011.

Interest Payment Dates: June 15 and December 15, commencing December 15, 2003.

Record Dates: June 1 and December 1.

                  Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                [ATTACH NOTATION OF GUARANTEE FOR EACH GUARANTOR]

                                      A1-2

<PAGE>

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

                                       TEXAS INDUSTRIES, INC.

                                       By:__________________________
                                       Name:
                                       Title:

                                       By:__________________________
                                       Name:
                                       Title:

                    (Trustee's Certificate of Authentication)

This is one of the 10 1/4% Senior Notes due 2011 described in the
within-mentioned Indenture.

Dated:

WELLS FARGO, NATIONAL ASSOCIATION,

as Trustee

By:__________________________________
   Authorized Signatory

                                      A1-3

<PAGE>

                             [Reverse Side of Note]

                             TEXAS INDUSTRIES, INC.
                         10 1/4% Senior Notes due 2011

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

                  1.       Interest. The Company promises to pay interest on the
principal amount of this Note at 10 1/4% per annum from the date hereof until
maturity and shall pay the Liquidated Damages, if any, payable pursuant to
Section 5 of the Registration Rights Agreement referred to below. The Company
shall pay interest and Liquidated Damages, if any, semi-annually in arrears on
June 15 and December 15 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each an "Interest Payment Date"). Interest
on the Notes shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of original issuance;
provided that if there is no existing Default in the payment of interest, and if
this Note is authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall accrue from such
next succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be December 15, 2003. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Liquidated Damages (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

                  2.       Method of Payment. The Company shall pay interest on
the Notes (except defaulted interest) and Liquidated Damages, if any, to the
Persons who are registered Holders of Notes at the close of business on the
record date immediately preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.13 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose in The City of New York, or, at the option of the Company,
payment of interest and Liquidated Damages, if any, may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds shall be
required with respect to principal of and interest, premium and Liquidated
Damages, if any, on, all Global Notes and to any Holder of $1.0 million or more
of Notes which shall have provided wire transfer instructions to the Company or
the Paying Agent. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

                  3.       Paying Agent and Registrar. Initially, the Trustee
under the Indenture shall act as Paying Agent and Registrar. The Company may
change any Paying Agent or

                                      A1-4

<PAGE>

Registrar without notice to any Holder. The Company or any of its Subsidiaries
may act in any such capacity.

                  4.       Indenture. The Company issued the Notes under an
Indenture dated as of June 6, 2003 ("Indenture") among the Company, the
Guarantors and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended. The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Indenture pursuant to which this Note is issued provides that
an unlimited aggregate principal amount of Additional Notes may be issued
thereunder.

                  5.       Optional Redemption. (a) Except as set forth in
paragraph 5(b) below, the Company shall not have the option to redeem any Notes
prior to June 15, 2007. Thereafter, the Company shall have the option to redeem
the Notes, in whole or in part, upon not less than 30 nor more than 60 days'
prior notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest and Liquidated Damages,
if any, thereon to the applicable redemption date, if redeemed during the
twelve-month period beginning on June 15, of the years indicated below (subject
to the right of Holders on the relevant record date to receive interest due on
the related interest payment date):

<TABLE>
<CAPTION>
       Year                                    Percentage
       ----                                    ----------
<S>                                            <C>
2007...................................         105.125%
2008...................................         102.563%
2009 and thereafter....................         100.000%
</TABLE>

                  (b)      Notwithstanding the foregoing, at any time prior to
June 15, 2006, the Company may redeem up to 35% of the aggregate principal
amount of Notes originally issued under the Indenture at a redemption price of
110.250% of the principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, to the redemption date, with the net cash proceeds
of one or more Equity Offerings of the Company; provided that (A) at least 65%
of the aggregate principal amount of the Notes originally issued under the
Indenture remains outstanding immediately after the occurrence of such
redemption, excluding Notes held by the Company and its Subsidiaries; and (B)
the redemption must occur within 45 days of the date of the closing of such
Equity Offering.

                  (c)      In addition, at any time prior to June 15, 2007, the
Company may redeem all or part of the Notes upon not less than 30 days nor more
than 60 days' notice at a redemption price equal to the sum of (i) the principal
amount thereof, plus (ii) accrued and unpaid interest, if any, to the applicable
date of redemption, plus (iii) the Make-Whole Premium.

                  6.       Repurchase at Option of Holder. (a) If a Change of
Control occurs, each Holder of Notes will have the right to require the Company
to repurchase all or any part (equal to $1,000 or an integral multiple thereof)
of such Holder's Notes pursuant to an offer by the Company (a "Change of Control
Offer") at an offer price (a "Change of Control Payment") in cash equal to 101%
of the aggregate principal amount thereof plus accrued and unpaid interest

                                      A1-5

<PAGE>

and Liquidated Damages, if any, thereon to the date of purchase. Within ten days
following any Change of Control, the Company will mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and offering to repurchase Notes on a date (the "Change of Control Payment
Date") specified in such notice, which shall be no earlier than 30 days and no
later than 60 days from the date such notice is mailed, pursuant to the
procedures required by the Indenture and described in such notice.

                  (b)      Within 360 days after the receipt of any Net Proceeds
from an Asset Sale, the Company may apply such Net Proceeds at its option: (i)
to repay Indebtedness under the Credit Facilities or Unsubordinated Indebtedness
secured by such assets and, if the Indebtedness repaid is revolving credit
Indebtedness, to correspondingly reduce commitments with respect thereto; or
(ii) to purchase Replacement Assets or make a capital expenditure in or that is
used or useful in a Permitted Business. Pending the final applications of any
such Net Proceeds, the Company may temporarily reduce revolving credit
borrowings or otherwise invest such Net Proceeds in any manner that is not
prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not
applied or invested as provided in the next preceding sentence will constitute
"Excess Proceeds." Within ten days after the aggregate amount of Excess Proceeds
exceeds $10.0 million, the Company shall make an offer (an "Asset Sale Offer")
to all Holders of Notes and all holders of other Unsubordinated Indebtedness
containing provisions similar to those set forth in the Indenture with respect
to offers to purchase with the proceeds of sales of assets, to purchase the
maximum principal amount of Notes and such other Unsubordinated Indebtedness
that may be purchased out of the Excess Proceeds. The offer price in any Asset
Sale Offer shall be equal to 100% of the principal amount thereof plus accrued
and unpaid interest and Liquidated Damages, if any, to the date of purchase and
shall be payable in cash. If any Excess Proceeds remain after consummation of an
Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not
otherwise prohibited by the Indenture. If the aggregate principal amount of
Notes and such other Unsubordinated Indebtedness tendered into such Asset Sale
Offer exceeds the amount of Excess Proceeds, Notes and such other Unsubordinated
Indebtedness to be purchased shall be selected on a pro rata basis based on the
principal amount of Notes and such other Unsubordinated Indebtedness tendered.
Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

                  7.       Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company is not required
to transfer or exchange any Note selected for redemption. Also, the Company is
not required to transfer or exchange any Note for a period of 15 days before a
selection of Notes to be redeemed. Transfer may be restricted as provided in the
Indenture.

                  8.       Persons Deemed Owners. The registered Holder of a
Note will be treated as its owner for all purposes.

                  9.       Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of at

                                      A1-6

<PAGE>

least a majority in principal amount of the then outstanding Notes (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, the Notes), and any existing default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Notes). Without the consent of any Holder of a Note, the Indenture or the Notes
may be amended or supplemented to, among other things, cure any ambiguity,
defect or inconsistency, or to make any change that does not adversely affect
the legal rights under the Indenture of any such Holder.

                  10.      Defaults and Remedies. In the case of an Event of
Default arising from certain events of bankruptcy or insolvency, with respect to
the Company or any Significant Subsidiary of the Company (or any Restricted
Subsidiaries that together would constitute a Significant Subsidiary), all
outstanding Notes will become due and payable immediately without further action
or notice. If any other Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable immediately by notice in writing
to the Company specifying the Event of Default. Holders of the Notes may not
enforce the Indenture or the Notes except as provided in the Indenture. Subject
to certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the Notes notice of any Default or
Event of Default (except a Default or Event of Default relating to the payment
of principal, premium, interest or Liquidated Damages) if it determines that
withholding notice is in their interest. Holders of a majority in principal
amount of the then outstanding Notes by notice to the Trustee may, on behalf of
the Holders of all of the Notes, rescind and annul a declaration of acceleration
pursuant to Section 6.02 hereof, and its consequences, and waive any related
existing Default or Event of Default if certain conditions are satisfied.

                  With respect to periods after June 15, 2007, in the case of
any Event of Default occurring by reason of any willful action or inaction taken
or not taken by or on behalf of the Company with the intention of avoiding
payment of the premium that the Company would have had to pay if the Company
then had elected to redeem the Notes pursuant to Section 3.07(a) of the
Indenture, an equivalent premium shall also become and be immediately due and
payable to the extent permitted by law upon the acceleration of the Notes. With
respect to periods prior to June 15, 2007, if an Event of Default occurs during
any time that the Notes are outstanding, by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company with the intention
of avoiding payment of the premium that the Company would have had to pay if the
Company then had elected to redeem the Notes pursuant to Section 3.07(c) of the
Indenture, then the premium specified in Section 3.07(c) of the Indenture as
being payable upon an optional redemption prior to June 15, 2007 shall become
immediately due and payable to the extent permitted by law upon the acceleration
of the Notes.

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

                                      A1-7

<PAGE>

                  12.      No Recourse Against Others. No director, officer,
employee, incorporator or stockholder of the Company or any Guarantor, as such,
shall have any liability for any obligations of the Company or the Guarantors
under the Notes, the Indenture, the Note Guarantees or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder
of Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes. The waiver
may not be effective to waive liabilities under the federal securities laws.

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

                  14.      Additional Rights of Holders of Restricted Global
Notes and Restricted Definitive Notes. In addition to the rights provided to
Holders under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of June 6, 2003, between the Company, the Guarantors and the
parties named on the signature pages thereof or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall
have the rights set forth in one or more registration rights agreements, if any,
between the Company, the Guarantors and the other parties thereto, relating to
rights given by the Company and the Guarantors to the purchasers of Additional
Notes (the "Registration Rights Agreement").

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

                  16.      Guarantee. The Company's obligations under the Notes
are fully and unconditionally guaranteed, jointly and severally, by the
Guarantors.

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

                  Texas Industries, Inc.
                  1341 West Mockingbird Lane
                  Dallas, TX 75247

                  Facsimile: 972-647-3320
                  Attention: Robert C. Moore, General Counsel

                                      A1-8

<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                               (Insert assignee's legal name)

________________________________________________________________________________

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

              (Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________

to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:______________________

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

Signature Guarantee*:___________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A1-9

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate
box below:

                  [ ] Section 4.10           [ ] Section 4.14

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state
the amount you elect to have purchased:

                           $________________

Date:_____________

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

                                Tax Identification No.:_________________________

Signature Guarantee*:__________________

*  Participant in a recognized Signature Guarantee Medallion Program (or other
   signature guarantor acceptable to the Trustee).

                                      A1-10

<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

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

<TABLE>
<CAPTION>
                                                                      Principal Amount at
                      Amount of Decrease in  Amount of Increase in         Maturity              Signature of
                       Principal Amount at    Principal Amount at     of this Global Note     Authorized Officer
                            Maturity                Maturity            Following such          of Trustee or
 Date of Exchange      of this Global Note    of this Global Note    decrease (or increase)     Note Custodian
 ----------------      -------------------    -------------------    ----------------------     --------------
<S>                   <C>                    <C>                     <C>                      <C>
</TABLE>

                                      A1-11

<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Texas Industries, Inc.
1341 West Mockingbird Lane
Dallas, Texas 75247
Attention: General Counsel

Wells Fargo Bank, National Association
505 Main Street, Suite 301
Fort Worth, TX 76102
Attention: Corporate Trust Administration

                  Re: 10 1/4% Senior Notes due 2011

                  Reference is hereby made to the Indenture, dated as of June 6,
2003 (the "Indenture"), among Texas Industries, Inc., a Delaware corporation
(the "Company"), the Guarantors, and Wells Fargo Bank, National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

                             [CHECK ALL THAT APPLY]

         [ ]      1.       Check if Transferee will take delivery of a
beneficial interest in the 144A Global Note or a Definitive Note Pursuant to
Rule 144A. The Transfer is being effected pursuant to and in accordance with
Rule 144A under the United States Securities Act of 1933, as amended (the
"Securities Act"), and, accordingly, the Transferor hereby further certifies
that the beneficial interest or Definitive Note is being transferred to a Person
that the Transferor reasonably believed and believes is purchasing the
beneficial interest or Definitive Note for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a "qualified institutional buyer"
within the meaning of Rule 144A in a transaction meeting the requirements of
Rule 144A and such Transfer is in compliance with any applicable blue sky
securities laws of any state of the United States. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the 144A Global
Note and/or the Definitive Note and in the Indenture and the Securities Act.

         [ ]      2.       Check if Transferee will take delivery of a
beneficial interest in a Legended Regulation S Global Note, or a Definitive Note
pursuant to Regulation S. The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the

                                      B-1

<PAGE>

Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person. Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Legended Regulation S Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.

         [ ]      3.       Check and complete if Transferee will take delivery
of a Restricted Definitive Note pursuant to any provision of the Securities Act
other than Rule 144A or Regulation S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in
Restricted Global Notes and Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act and any applicable blue sky securities laws
of any state of the United States, and accordingly the Transferor hereby further
certifies that (check one):

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

         [ ]      (b)      such Transfer is being effected to an Institutional
Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904,
and the Transferor hereby further certifies that it has not engaged in any
general solicitation within the meaning of Regulation D under the Securities Act
and the Transfer complies with the transfer restrictions applicable to
beneficial interests in a Restricted Global Note or Restricted Definitive Notes
and the requirements of the exemption claimed, which certification is supported
by (1) a certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) if such transfer is in respect of an aggregate principal
amount of Notes less than $100,000, an Opinion of Counsel provided by the
Transferor or the Transferee (a copy of which the Transferor has attached to
this certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Definitive Notes and in the Indenture and the
Securities Act.

                  4.       Check if Transferee will take delivery of a
beneficial interest in an Unrestricted Global Note or of an Unrestricted
Definitive Note.

         [ ]      (a)      Check if Transfer is Pursuant to Rule 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities

                                       B-2

<PAGE>

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

         [ ]      (b)      Check if Transfer is Pursuant to Regulation S. (i)
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and, in the case of a transfer from a
Restricted Global Note or a Restricted Definitive Note, the Transferor hereby
further certifies that (a) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (b) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (c) the transaction is not part
of a plan or scheme to evade the registration requirements of the Securities Act
and (d) the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person, and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

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

                                       B-3

<PAGE>

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

                                       Dated:____________________

                                       _____________________________________
                                            [Insert Name of Transferor]

                                       By:_____________________________________
                                          Name:
                                          Title:

                                       B-4

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:

                                      [CHECK ONE OF (A) OR (B)]

                  [ ]      (A)      A BENEFICIAL INTEREST IN THE:

                           (i)      144A Global Note (CUSIP __________); or

                           (ii)     Regulation S Global Note (CUSIP _______); or

                  [ ]      (B)      A RESTRICTED DEFINITIVE NOTE.

2.       After the Transfer the Transferee will hold:

                                      [CHECK ONE]

                  [ ]      (A)      A BENEFICIAL INTEREST IN THE:

                           (i)      144A Global Note (CUSIP __________); or

                           (ii)     Regulation S Global Note (CUSIP _______); or

                           (iii)    Unrestricted Global Note (CUSIP _______); or

                  [ ]      (B)      A RESTRICTED DEFINITIVE NOTE; OR

                  [ ]      (C)      AN UNRESTRICTED DEFINITIVE NOTE,

in accordance with the terms of the Indenture.

                                       B-5

<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Texas Industries, Inc.
1341 West Mockingbird Lane
Dallas, Texas 75247
Attention: General Counsel

Wells Fargo Bank, National Association
505 Main Street, Suite 301
Fort Worth, TX 76102
Attention: Corporate Trust Administration

                  Re: 10 1/4% Senior Notes due 2011

                  Reference is hereby made to the Indenture, dated as of June 6,
2003 (the "Indenture"), among Texas Industries, Inc., a Delaware corporation
(the "Company"), the Guarantors and Wells Fargo Bank, National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

                  1.       Exchange of Restricted Definitive Notes or Beneficial
Interests in a Restricted Global Note for Unrestricted Definitive Notes or
Beneficial Interests in an Unrestricted Global Note

         [ ]      (a)      Check if Exchange is from beneficial interest in a
Restricted Global Note to beneficial interest in an Unrestricted Global Note. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount at maturity, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the United
States Securities Act of 1933, as amended (the "Securities Act"), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         [ ]      (b)      Check if Exchange is from beneficial interest in a
Restricted Global Note to Unrestricted Definitive Note. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the

                                       C-1

<PAGE>

Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

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

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

                  2.       Exchange of Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes for Restricted Definitive Notes or
Beneficial Interests in Restricted Global Notes

         [ ]      (a)      Check if Exchange is from beneficial interest in a
Restricted Global Note to Restricted Definitive Note. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount at maturity, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the
Owner's own account without transfer. Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

         [ ]      (b)      Check if Exchange is from Restricted Definitive Note
to beneficial interest in a Restricted Global Note. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest in
the [CHECK ONE]

                  [ ]      144A Global Note,

                  [ ]      Regulation S Global Note,

                                       C-2

<PAGE>

with an equal principal amount at maturity, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

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

                                        Dated:_____________________

                                       ___________________________________
                                           [Insert Name of Transferor]

                                       By:________________________________
                                          Name:
                                          Title:

                                       C-3

<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Texas Industries, Inc.
1341 West Mockingbird Lane
Dallas, Texas 75247
Attention: General Counsel

Wells Fargo Bank, National Association
505 Main Street, Suite 301
Fort Worth, TX 76102
Attention: Corporate Trust Administration

                  Re: 10 1/4% Senior Notes due 2011

                  Reference is hereby made to the Indenture, dated as of June 6,
2003 (the "Indenture"), among Texas Industries, Inc., a Delaware corporation
(the "Company"), the Guarantors and Wells Fargo Bank, National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

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

                  (b)      [ ]      a Definitive Note,

                  we confirm that:

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

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

                  (i)(a) to a person whom we reasonably believe is a qualified
         institutional buyer (as defined in Rule 144A under the securities act)
         in a transaction meeting the requirements of Rule 144A, (b) in a
         transaction meeting the requirements of Rule 144 under the Securities
         Act, (c) outside the United States to a non-U.S. person in a
         transaction meeting the requirements of Rule 903 or 904 under the
         Securities Act, (d) to an institutional "accredited investor" (as
         defined in Rule 501(a)(1), (2) (3) or (7) of the Securities Act (an

                                       D-1

<PAGE>

         "Institutional Accredited Investor")) that, prior to such transfer,
         furnishes the trustee a signed letter substantially in the form of this
         letter and, if such transfer is in respect of an aggregate principal
         amount of Notes less than $100,000, an Opinion of Counsel acceptable to
         the issuer that such transfer is in compliance with the Securities Act,
         or (e) in accordance with another exemption from the registration
         requirements of the Securities Act (and based upon an Opinion of
         Counsel if the Company so requests),

                  (ii) to the Company, or

                  (iii) pursuant to an effective registration statement and, in
         each case, in accordance with any applicable securities laws of any
         state of the United States or any other applicable jurisdiction;

and we further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

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

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

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

                  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.

Dated:_____________________         ______________________________________
                                     [Insert Name of Accredited Investor]

                                    By:___________________________________
                                       Name:
                                       Title:

                                       D-2

<PAGE>

                                                                       EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

                  For value received, each Guarantor (which term includes any
successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and subject
to the provisions in the Indenture dated as of June 6, 2003 (the "Indenture")
among Texas Industries, Inc., the other Guarantors (as defined in the Indenture)
and Wells Fargo Bank, National Association, as trustee (the "Trustee"), (a) the
due and punctual payment of the principal of, premium, if any, and interest and
Liquidated Damages, if any, on the Notes (as defined in the Indenture), whether
at maturity, by acceleration, redemption or otherwise, and the due and punctual
payment of interest on overdue principal premium, if any, and interest and
Liquidated Damages, if any, on the Notes, if lawful(subject in all cases to any
applicable grace period provided herein), and the due and punctual performance
of all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and the Notes and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Note Guarantee and the
Indenture are expressly set forth in Article Ten of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Note Guarantee.
Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound
by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder
for such purpose.

                                       E-1

<PAGE>

                  IN WITNESS HEREOF, each Guarantor has caused this Notation of
Guarantee to be signed manually or by facsimile by its duly authorized officer.

                                       [NAME OF GUARANTOR]

                                       By:______________________
                                          Name:
                                          Title:

                                       E-2

<PAGE>

                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

                  Supplemental Indenture (this "Supplemental Indenture"), dated
as of _____________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Texas Industries, Inc. (or its permitted successor), a Delaware
corporation (the "Company"), and Wells Fargo Bank, National Association (or its
permitted successor), as trustee under the Indenture referred to below (the
"Trustee").

                               W I T N E S S E T H

                  WHEREAS, the Company and the other Guarantors party thereto
have heretofore executed and delivered to the Trustee an indenture (the
"Indenture"), dated as of June 6, 2003 providing for the issuance of 10 1/4%
Senior Notes due 2011 (the "Notes");

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

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

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

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

                  2.  Agreement to Guarantee.

         (a)      The Guaranteeing Subsidiary, along with all other Guarantors,
jointly and severally, and fully and unconditionally, guarantees to each Holder
of a Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of the
Indenture, the Notes or the obligations of the Company hereunder or thereunder,
that:

                  (i)      the principal of, premium, if any, and interest and
Liquidated Damages, if any, on the Notes will be promptly paid in full when due,
whether at maturity, by acceleration, redemption or otherwise, and interest on
the overdue principal of, premium, if any, and interest and Liquidated Damages,
if any, on the Notes, if lawful (subject in all cases to any applicable grace
period provided herein), and all other obligations of the Company to the Holders
or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in

                                       F-1

<PAGE>

accordance with the terms hereof and thereof; and the principal of, premium, if
any, and interest and Liquidated Damages, if any, on the Notes will be promptly
paid in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of, premium, if any, and
interest and Liquidated Damages, if any, on the Notes, if lawful (subject in all
cases to any applicable grace period provided herein)

                  (ii)     in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, the same will be promptly
paid in full when due or performed in accordance with the terms of the extension
or renewal, whether at stated maturity, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors shall be jointly and severally obligated to
pay the same immediately. The Guaranteeing Subsidiary agrees that this is a
guarantee of payment and not a guarantee of collection.

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

         (c)      The Guaranteeing Subsidiary, subject to Section 6.06 of the
Indenture, hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenants that this Note Guarantee shall not be
discharged except by complete performance of the obligations contained in the
Notes and the Indenture.

         (d)      The Guaranteeing Subsidiary agrees that if any Holder or the
Trustee is required by any court or otherwise to return to the Company, the
Guarantors, or any custodian, trustee, liquidator or other similar official
acting in relation to any of the Company or the Guarantors, any amount paid by
any of them to the Trustee or such Holder, this Note Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect.

         (e)      The Guaranteeing Subsidiary agrees that the Guaranteeing
Subsidiary shall not be entitled to any right of subrogation in relation to the
Holders in respect of any obligations guaranteed hereby until payment in full of
all obligations guaranteed hereby.

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

                                       F-2

<PAGE>

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

         (h)      The Guaranteeing Subsidiary confirms, pursuant to Section
10.02 of the Indenture, that it is the intention of such Guaranteeing Subsidiary
that its Note Guarantee not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to its Note Guarantee and, to effectuate the foregoing intention,
agrees hereby irrevocably that the obligations of such Guaranteeing Subsidiary
will be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guaranteeing Subsidiary that are
relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under
Article Ten of the Indenture, result in the obligations of such Guaranteeing
Subsidiary under its Note Guarantee not constituting a fraudulent transfer or
conveyance.

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

                  4.  Guaranteeing Subsidiary May Consolidate, Etc., on Certain
Terms.

                  (a)      A Guarantor may not sell or otherwise dispose of all
or substantially all of its assets, or consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person) another Person, other
than the Company or another Guarantor, unless:

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

                  (ii)     either:

                           (A)      the Person acquiring the property in any
                  such sale or disposition or the Person formed by or surviving
                  any such consolidation or merger (if other than the Guarantor)
                  is a corporation or limited liability company organized or
                  existing under the laws of the United States, any state
                  thereof or the District of Columbia and assumes all the
                  obligations of that Guarantor under the Indenture, its Note
                  Guarantee and the Registration Rights Agreement pursuant to a
                  supplemental indenture reasonably satisfactory to the Trustee;
                  or

                           (B)      such sale or other disposition or
                  consolidation or merger complies with Section 4.10 of the
                  Indenture.

                  (b)      In case of any such consolidation, merger, sale or
conveyance governed by Section 4(a) hereof and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and reasonably satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance

                                       F-3

<PAGE>

of all of the covenants and conditions of the Indenture to be performed by a
Guarantor, such successor Person shall succeed to and be substituted for a
Guarantor with the same effect as if it had been named herein as a Guarantor.
Such successor Person thereupon may cause to be signed any or all of the Note
Guarantees to be endorsed upon all of the Notes issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee. All the Note Guarantees so issued shall in all respects have the same
legal rank and benefit under the Indenture as the Note Guarantees theretofore
and thereafter issued in accordance with the terms of the Indenture as though
all of such Note Guarantees had been issued at the date of the execution hereof.

                  5.  Release.

                  (a)      Any Guarantor will be released and relieved of any
obligations under its Note Guarantee, (i) in connection with any sale or other
disposition of all of the Capital Stock of that Guarantor to a Person that is
not (either before or after giving effect to such transaction) an Affiliate of
the Company, if the sale of all such Capital Stock of that Guarantor complies
with Section 4.10 of the Indenture; (ii) if the Company properly designates that
Guarantor as an Unrestricted Subsidiary under the Indenture or (iii) upon the
release or discharge of the Guarantee which resulted in the creation of such
Note Guarantee pursuant to Section 4.18(b) of the Indenture, except a discharge
or release by or as a result or payment under such Guarantee. Upon delivery by
the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel
to the effect that one of the foregoing requirements has been satisfied and the
conditions to the release of a Guarantor under this Section 5 have been
satisfied, the Trustee shall execute any documents reasonably required in order
to evidence the release of such Guarantor from its obligations under its Note
Guarantee.

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

                  6.  No Recourse Against Others. Pursuant to Section 12.07 of
the Indenture, no director, officer, employee, incorporator or stockholder of
the Guaranteeing Subsidiary shall have any liability for any obligations of such
Guaranteeing Subsidiary under the Notes, the Indenture, the Note Guarantees or
for any claim based on, in respect of, or by reason of, such obligations or
their creation.

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

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

                  9.  Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

                                       F-4

<PAGE>

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

                                       F-5

<PAGE>

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

Dated: _______________, ____

                                       [Guaranteeing Subsidiary]

                                       By:__________________________
                                          Name:
                                          Title:

                                       TEXAS INDUSTRIES, INC.

                                       By:__________________________
                                          Name:
                                          Title:

                                       Wells Fargo Bank, National Association
                                       ,  AS TRUSTEE

                                       By:__________________________
                                          Name:
                                          Title:

                                       F-6