<PAGE>

                                                                    Exhibit 10.5

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

                          ALPHA NATURAL RESOURCES, LLC

                      ALPHA NATURAL RESOURCES CAPITAL CORP.

                     and each of the Guarantors PARTY HERETO

                            10% SENIOR NOTES DUE 2012

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

                                    INDENTURE

                            Dated as of May 18, 2004

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

                     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)....................................................................             2.05
   (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)....................................................................        4.03;12.02; 12.05
   (b)....................................................................             N.A.
   (c)(1).................................................................            12.04
   (c)(2).................................................................            12.04
   (c)(3).................................................................             N.A.
   (d)....................................................................             N.A.
   (e)....................................................................            12.05
   (f)....................................................................             N.A.
315(a)....................................................................             7.01
   (b)....................................................................         7.05; 12.02
   (c)....................................................................             7.01
   (d)....................................................................             7.01
   (e)....................................................................             6.11
316(a) (last sentence)....................................................             2.09
   (a)(1)(A)..............................................................             6.05
   (a)(1)(B)..............................................................             6.04
   (a)(2).................................................................             N.A.
   (b)....................................................................             6.07
   (c)....................................................................             2.12
317(a)(1).................................................................             6.08
   (a)(2).................................................................             6.09
   (b)....................................................................             2.04
318(a)....................................................................            12.01
   (b)....................................................................             N.A.
   (c)....................................................................            12.01
</TABLE>

N.A. means not applicable.

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                      Page
<S>                                                                                   <C>
                                        ARTICLE 1
                              DEFINITIONS AND INCORPORATION
                                       BY REFERENCE

Section 1.01       Definitions.....................................................    1
Section 1.02       Other Definitions...............................................   27
Section 1.03       Incorporation by Reference of Trust Indenture Act...............   28
Section 1.04       Rules of Construction...........................................   28

                                        ARTICLE 2
                                        THE NOTES

Section 2.01       Form and Dating.................................................   29
Section 2.02       Execution and Authentication....................................   30
Section 2.03       Registrar and Paying Agent......................................   30
Section 2.04       Paying Agent to Hold Money in Trust.............................   31
Section 2.05       Holder Lists....................................................   31
Section 2.06       Transfer and Exchange...........................................   31
Section 2.07       Replacement Notes...............................................   43
Section 2.08       Outstanding Notes...............................................   44
Section 2.09       Treasury Notes..................................................   44
Section 2.10       Temporary Notes.................................................   44
Section 2.11       Cancellation....................................................   44
Section 2.12       Defaulted Interest..............................................   45

                                        ARTICLE 3
                                REDEMPTION AND PREPAYMENT

Section 3.01       Notices to Trustee..............................................   45
Section 3.02       Selection of Notes to Be Redeemed or Purchased..................   45
Section 3.03       Notice of Redemption............................................   46
Section 3.04       Effect of Notice of Redemption..................................   47
Section 3.05       Deposit of Redemption or Purchase Price.........................   47
Section 3.06       Notes Redeemed or Purchased in Part.............................   47
Section 3.07       Optional Redemption.............................................   47
Section 3.08       Mandatory Redemption............................................   48
Section 3.09       Offer to Purchase by Application of Excess Proceeds.............   48
Section 3.10       Special Mandatory Redemption....................................   50

                                        ARTICLE 4
                                        COVENANTS

Section 4.01       Payment of Notes................................................   50
Section 4.02       Maintenance of Office or Agency.................................   51
Section 4.03       Reports.........................................................   51
Section 4.04       Compliance Certificate..........................................   52
Section 4.05       Taxes...........................................................   52
Section 4.06       Stay, Extension and Usury Laws..................................   53
Section 4.07       Restricted Payments.............................................   53
Section 4.08       Dividend and Other Payment Restrictions Affecting Subsidiaries..   57
Section 4.09       Incurrence of Indebtedness and Issuance of Preferred Equity.....   59
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                   <C>
Section 4.10       Asset Sales.....................................................   62
Section 4.11       Transactions with Affiliates....................................   64
Section 4.12       Liens...........................................................   66
Section 4.13       Business Activities.............................................   66
Section 4.14       Corporate Existence.............................................   66
Section 4.15       Offer to Repurchase Upon Change of Control......................   67
Section 4.16       Limitation on Sale and Leaseback Transactions...................   68
Section 4.17       Payments for Consent............................................   68
Section 4.18       Additional Note Guarantees......................................   69
Section 4.19       Designation of Restricted and Unrestricted Subsidiaries.........   69
Section 4.20       Restrictions on Activities of Alpha Capital.....................   69
Section 4.21       Changes in Covenants upon Notes being Rated Investment Grade....   70

                                        ARTICLE 5
                                        SUCCESSORS

Section 5.01       Merger, Consolidation, or Sale of Assets........................   70
Section 5.02       Successor Corporation Substituted...............................   71

                                        ARTICLE 6
                                  DEFAULTS AND REMEDIES

Section 6.01       Events of Default...............................................   71
Section 6.02       Acceleration....................................................   73
Section 6.03       Other Remedies..................................................   73
Section 6.04       Waiver of Past Defaults.........................................   73
Section 6.05       Control by Majority.............................................   74
Section 6.06       Limitation on Suits.............................................   74
Section 6.07       Rights of Holders of Notes to Receive Payment...................   74
Section 6.08       Collection Suit by Trustee......................................   74
Section 6.09       Trustee May File Proofs of Claim................................   75
Section 6.10       Priorities......................................................   75
Section 6.11       Undertaking for Costs...........................................   75

                                        ARTICLE 7
                                         TRUSTEE

Section 7.01       Duties of Trustee...............................................   76
Section 7.02       Rights of Trustee...............................................   77
Section 7.03       Individual Rights of Trustee....................................   77
Section 7.04       Trustee's Disclaimer............................................   77
Section 7.05       Notice of Defaults..............................................   78
Section 7.06       Reports by Trustee to Holders of the Notes......................   78
Section 7.07       Compensation and Indemnity......................................   78
Section 7.08       Replacement of Trustee..........................................   79
Section 7.09       Successor Trustee by Merger, etc................................   80
Section 7.10       Eligibility; Disqualification...................................   80
Section 7.11       Preferential Collection of Claims Against the Issuers...........   80

                                        ARTICLE 8
                         LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01       Option to Effect Legal Defeasance or Covenant Defeasance........   80
Section 8.02       Legal Defeasance and Discharge..................................   80
Section 8.03       Covenant Defeasance.............................................   81
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                              <C>
Section 8.04       Conditions to Legal or Covenant Defeasance................................    81
Section 8.05       Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions.....................................................................    82
Section 8.06       Repayment to Issuers......................................................    83
Section 8.07       Reinstatement.............................................................    83

                                        ARTICLE 9
                             AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01       Without Consent of Holders of Notes.......................................    83
Section 9.02       With Consent of Holders of Notes..........................................    84
Section 9.03       Compliance with Trust Indenture Act.......................................    85
Section 9.04       Revocation and Effect of Consents.........................................    86
Section 9.05       Notation on or Exchange of Notes..........................................    86
Section 9.06       Trustee to Sign Amendments, etc...........................................    86

                                        ARTICLE 10
                                     NOTE GUARANTEES

Section 10.01      Guarantee.................................................................    86
Section 10.02.     Limitation on Guarantor Liability.........................................    87
Section 10.02      Execution and Delivery of Note Guarantee..................................    87
Section 10.03      Guarantors May Consolidate, etc., on Certain Terms........................    88
Section 10.04      Releases..................................................................    89

                                        ARTICLE 11
                                SATISFACTION AND DISCHARGE

Section 11.01      Satisfaction and Discharge................................................    89
Section 11.02      Application of Trust Money................................................    90

                                        ARTICLE 12
                                      MISCELLANEOUS

Section 12.01      Trust Indenture Act Controls..............................................    91
Section 12.02      Notices...................................................................    91
Section 12.03      Communication by Holders of Notes with Other Holders of Notes.............    92
Section 12.04      Certificate and Opinion as to Conditions Precedent........................    92
Section 12.05      Statements Required in Certificate or Opinion.............................    92
Section 12.06      Rules by Trustee and Agents...............................................    93
Section 12.07      No Personal Liability of Directors, Officers, Employees and Stockholders..    93
Section 12.08      Governing Law.............................................................    93
Section 12.09      No Adverse Interpretation of Other Agreements.............................    93
Section 12.10      Successors................................................................    93
Section 12.11      Severability..............................................................    93
Section 12.12      Counterpart Originals.....................................................    93
Section 12.13      Table of Contents, Headings, etc..........................................    93
</TABLE>

                                    EXHIBITS

Exhibit A1   FORM OF NOTE
Exhibit A2   FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B    FORM OF CERTIFICATE OF TRANSFER
Exhibit C    FORM OF CERTIFICATE OF EXCHANGE

                                      iii
<PAGE>

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 May 18, 2004 among Alpha Natural Resources, LLC, a
Delaware limited liability company (the "Company"), Alpha Capital Corp., a
Delaware corporation ("Alpha Capital" and, together with the Company, the
"Issuers"), the Guarantors (as defined) and Wells Fargo Bank, National
Association, as trustee.

      The Issuers, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 10% Senior Notes due 2012 (the "Notes"):

                                   ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01      Definitions.

      "144A Global Note" means a Global Note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

      "Acquired Debt" means, with respect to any specified Person:

            (1) Indebtedness of any other Person existing at the time such other
      Person is merged with or into or became a Restricted 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 Restricted Subsidiary of, such specified Person; and

            (2) Indebtedness secured by a Lien encumbering any asset acquired by
      such specified Person.

      "Additional Interest" means all Additional Interest then owing pursuant to
the Registration Rights Agreement.

      "Additional Notes" means additional Notes (other than the Initial Notes)
issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as
part of the same series as the Initial Notes.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means 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. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" have correlative
meanings.

      "Agent" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

      "Applicable Premium" means, with respect to any Note on any redemption
date, the greater of:

            (1) 1.0% of the principal amount of the Note; or

            (2) the excess of: (a) the present value at the redemption date of
      (i) the redemption price of the Note at June 1, 2008, (such redemption
      price being set forth in the table appearing in Section 3.07 hereof) plus
      (ii) all required interest payments due on the Note through June 1, 2008,

                                       1
<PAGE>

      (excluding accrued but unpaid interest to the applicable redemption date),
      computed using a discount rate equal to the Treasury Rate as of such
      redemption date plus 50 basis points; over (b) the principal amount of the
      Note.

      "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 Acquisition" means:

            (1) an Investment by the Company or any Restricted Subsidiary of the
      Company in any other Person pursuant to which such Person shall become a
      Restricted Subsidiary of the Company or any Restricted Subsidiary of the
      Company, or shall be merged with or into or consolidated with the Company
      or any Restricted Subsidiary of the Company; or

            (2) the acquisition by the Company or any Restricted Subsidiary of
      the Company of the assets of any Person (other than a Restricted
      Subsidiary of the Company) which constitute all or substantially all of
      the assets of such Person or comprise any division or line of business of
      such Person or any other properties or assets of such Person other than in
      the ordinary course of business.

      "Asset Sale" means:

            (1) the sale, lease, conveyance or other disposition of any assets
      or rights; provided that the sale, lease, conveyance or other disposition
      of all or substantially all of the assets of the Company and its
      Restricted Subsidiaries taken as a whole will be governed by Section 4.15
      hereof and/or Section 5.01 hereof and not by Section 4.10 hereof; and

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

      Notwithstanding the preceding, none of the following items will be deemed
to be an Asset Sale:

            (1) any single transaction or series of related transactions that
      involves assets or Equity Interests of any Restricted Subsidiary having a
      Fair Market Value of less than $5.0 million;

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

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

            (4) the sale or lease of inventory, products or services or the
      lease, assignment or sub-lease of any real or personal property in the
      ordinary course of business;

            (5) the sale or discounting of accounts receivable in the ordinary
      course of business;

            (6) any sale or other disposition of damaged, worn-out, obsolete or
      no longer useful assets or properties (including, without limitation,
      equipment and property sold in connection with the closure or abandonment
      of a mine) in the ordinary course of business;

                                       2
<PAGE>

            (7) any sale of assets received by the Company or any of its
      Restricted Subsidiaries upon the foreclosure on a Lien;

            (8) the sale or other disposition of cash, Cash Equivalents or
      Marketable Securities;

            (9) a sale of accounts receivable and related assets of the type
      specified in the definition of "Receivables Financing" to a Receivables
      Subsidiary in a Qualified Receivables Financing;

            (10) a transfer of accounts receivable and related assets of the
      type specified in the definition of "Receivables Financing" (or a
      fractional undivided interest therein) by a Receivables Subsidiary in a
      Qualified Receivables Financing;

            (11) a Restricted Payment that does not violate Section 4.07 hereof
      or a Permitted Investment;

            (12) any sale of Equity Interests in, or Indebtedness or other
      securities of, an Unrestricted Subsidiary;

            (13) the granting of Liens not otherwise prohibited by this
      Indenture;

            (14) the surrender, or waiver of contract rights or settlement,
      release or surrender of contract, tort or other claims; and

            (15) any exchange of assets related to a Permitted Business of
      comparable market value, as determined in good faith by the Company.

      "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; provided,
however, that if such sale and leaseback transaction results in a Capital Lease
Obligation, the amount of Indebtedness represented thereby will be determined in
accordance with the definition of "Capital Lease Obligation."

      "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" will 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 after the passage of time. The terms "Beneficially Owns" and
"Beneficially Owned" have a corresponding meaning.

      "Board of Directors" means:

            (1) with respect to a corporation, the board of directors of the
      corporation or any committee thereof duly authorized to act on behalf of
      such board;

                                       3
<PAGE>

            (2) with respect to a partnership, the Board of Directors of the
      general partner of the partnership;

            (3) with respect to a limited liability company, the Board of
      Directors or other governing body, and in the absence of the same, the
      manager or board of managers or the managing member or members or any
      controlling committee thereof; and

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

      "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 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 (excluding the
footnotes thereto) prepared in accordance with GAAP, and the Stated Maturity
thereof shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be prepaid by
the lessee without payment of a penalty.

      "Capital Stock" means:

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

            (2) in the case of an association or business entity that is not a
      corporation, 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 interests (whether general or limited) or membership
      interests; and

            (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, but excluding from all of the foregoing any
      debt securities convertible into Capital Stock, whether or not such debt
      securities include any right of participation with Capital Stock.

      "Cash Equivalents" means:

            (1) United States dollars or, in the case of any Foreign Subsidiary
      that is a Restricted Subsidiary, such local currencies held by it from
      time to time in the ordinary course of business;

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

            (3) certificates of deposit and eurodollar time deposits with
      maturities of one year or less from the date of acquisition, bankers'
      acceptances with maturities not exceeding one year and overnight bank
      deposits, in each case, with any lender party to the Credit Agreement or
      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
<PAGE>

            (4) repurchase obligations 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 one of the two highest ratings
      obtainable from Moody's or S&P and, in each case, maturing within one year
      after the date of acquisition;

            (6) securities issued or fully guaranteed by any state or
      commonwealth of the United States, or by any political subdivision or
      taxing authority thereof having one of the two highest ratings obtainable
      from Moody's or S&P, and, in each case, maturing within one year after the
      date of acquisition;

            (7) 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; and

            (8) Indebtedness or Preferred Stock issued by Persons with a rating
      of "A" or higher from S&P or "A-2" from Moody's.

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

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

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

            (3) the consummation of any transaction (including, without
      limitation, any merger or consolidation), the result of which is that any
      "person" (as defined above), other than the Permitted Holders, becomes the
      Beneficial Owner, directly or indirectly, of more than 50% of the Voting
      Stock of the Company, measured by voting power rather than number of
      shares.

      "Clearstream" means Clearstream Banking, S.A.

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

      "Company" means Alpha Natural Resources, LLC, a Delaware limited liability
company, and any and all successors thereto.

      "Consolidated Cash Flow" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period plus,
without duplication:

            (1) an amount equal to any extraordinary loss plus any net loss
      realized by such Person or any of its Restricted Subsidiaries in
      connection with an Asset Sale, to the extent such losses were deducted in
      computing such Consolidated Net Income; plus

            (2) provision for taxes based on income, profits or capital
      (including without limitation state, franchise and similar taxes) of such
      Person and its Restricted Subsidiaries or the Tax Amount for such period,
      to the extent that such provision for taxes or Tax Amount was deducted in
      computing such Consolidated Net Income; plus

                                       5
<PAGE>

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

            (4) 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
      (including without limitation write-downs and impairment of property,
      plant, equipment and intangibles and other long-lived assets, but
      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 Restricted Subsidiaries for such period to the extent
      that such depreciation, amortization and other non-cash expenses were
      deducted in computing such Consolidated Net Income; minus

            (5) non-cash items increasing such Consolidated Net Income for such
      period, other than any items which represent the reversal of any accrual
      of, or cash reserve for, anticipated charges in any prior period where
      such accrual or reserve is no longer required,

      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 that is not a
Subsidiary Guarantor will 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 to the
Company by such Restricted Subsidiary without prior governmental approval (that
has not been obtained), and without direct or indirect restriction pursuant to
the terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to that
Restricted Subsidiary or its stockholders or members, unless such restriction
with respect to the payment of dividends or similar distributions has been
legally waived.

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

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

            (2) the Net Income of any Restricted Subsidiary that is not a
      Subsidiary Guarantor will be excluded to the extent that the declaration
      or payment of dividends or similar distributions by that Restricted
      Subsidiary of that Net Income is not at the date of determination
      permitted without any prior governmental approval (that has not been
      obtained) or, directly or indirectly, by operation of the terms of its
      charter or any agreement, instrument, judgment, decree, order, statute,
      rule or governmental regulation applicable to that Restricted Subsidiary
      or its stockholders or members, unless such restriction with respect to
      the payment of dividends or similar distributions has been legally waived;

            (3) the cumulative effect of a change in accounting principles will
      be excluded;

                                       6
<PAGE>

            (4) notwithstanding clause (1) above, the Net Income of any
      Unrestricted Subsidiary will be excluded, whether or not distributed to
      the specified Person or one of its Subsidiaries; and

            (5) any non-recurring fees, expense or charges related to any Public
      Equity Offering, Permitted Investment, acquisition or Indebtedness
      permitted to be incurred by this Indenture (in each case, whether or not
      successful), including any such fees, expenses and charges related to the
      Transactions, will be excluded to the extent that such fees, expenses and
      charges were deducted in computing Consolidated Net Income.

      "Contingent Obligations" means, with respect to any Person, any obligation
of such Person Guaranteeing any leases, dividends or other obligations that do
not constitute Indebtedness ("primary obligations") of any other Person in any
manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent:

            (1) to purchase any such primary obligation or any property
      constituting direct or indirect security thereof,

            (2) to maintain working capital or equity capital of the primary
      obligor or otherwise to maintain the net worth or solvency of the primary
      obligor; or

to purchase property, securities or services primarily for the purpose of
assuring the owner of any such primary obligation of the ability of the primary
obligor to make payment of such obligation against loss in respect thereof.

      "Contribution Indebtedness" means Indebtedness of the Company or any
Guarantor in an aggregate principal amount not greater than twice the aggregate
amount of cash contributions (other than Excluded Contributions) made to the
equity capital of the Company or such Guarantor after the date of this
Indenture, provided that:

            (1) if the aggregate principal amount of such Contribution
      Indebtedness is greater than one times such cash contributions to the
      equity capital of the Company or such Guarantor, as applicable, the amount
      in excess shall be Indebtedness (other than secured Indebtedness) with a
      Stated Maturity later than the Stated Maturity of the Notes, and

            (2) such Contribution Indebtedness (x) is incurred within 180 days
      after the making of such cash contributions and (y) is designated as
      Contribution Indebtedness pursuant to an Officers' Certificate on the
      incurrence date thereof.

      "Corporate Trust Office of the Trustee" will 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 that certain Credit Agreement, to be dated on or
about May 26, 2004, by and among the Company, the Parent and each of the
Company's Subsidiaries, providing for up to $175,000,000 of revolving credit
borrowings, including any related notes, Guarantees, collateral documents,
instruments and agreements executed in connection therewith, and, in each case,
as amended, restated, modified, renewed, refunded, replaced (whether upon or
after termination or otherwise) or refinanced (including by means of sales of
debt securities to institutional investors) in whole or in part from time to
time.

      "Credit Facilities" means one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case
with banks or other institutional lenders

                                       7
<PAGE>

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 (whether upon or after termination or otherwise) or refinanced
(including by means of sales of debt securities to institutional investors) in
whole or in part from time to time.

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

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

      "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A1 hereto except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.

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

      "Designated Non-cash Consideration" means the Fair Market Value of
non-cash consideration received by the Company or one of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as
"Designated Non-cash Consideration" pursuant to an Officers' Certificate,
setting forth the basis of such valuation, less the amount of cash or Cash
Equivalents received in connection with a subsequent sale of such Designated
Non-cash Consideration.

      "Designated Preferred Stock" means Preferred Stock of the Company or any
direct or indirect parent company of the Company (other than Disqualified Stock)
that is issued for cash (other than to the Company, a Subsidiary of the Company
or an employee stock ownership plan or trust established by the Company or any
of its Subsidiaries) and is so designated as Designated Preferred Stock,
pursuant to an Officers' Certificate, on the issuance date thereof, the cash
proceeds of which are excluded from the calculation set forth in clause (3)(B)
of Section 4.07(a) hereof.

      "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 of the Capital Stock), 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 of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will 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 hereof. The amount of Disqualified Stock
deemed to be outstanding at any time for purposes of this Indenture will be the
maximum amount that the Company and its Restricted Subsidiaries may become
obligated to pay upon the maturity of, or pursuant to any mandatory redemption
provisions of, such Disqualified Stock, exclusive of accrued dividends.

                                       8
<PAGE>

      "Domestic Subsidiary" means any Restricted Subsidiary of the Company that
was formed under the laws of the United States or any state of the United States
or the District of Columbia.

      "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 Investors" means First Reserve Corporation, American Metals and
Coal International, and their respective Affiliates.

      "Escrow Account" has the meaning set forth in the Escrow Agreement.

      "Escrow Agent" means Wells Fargo Bank, National Association, in its
capacity as escrow agent under the Escrow Agreement.

      "Escrow Property" has the meaning set forth in the Escrow Agreement.

      "Escrow Agreement" means that certain Escrow Agreement, dated the date
hereof, among the Company, Alpha Capital and the Escrow Agent.

      "Euroclear" means Euroclear Bank, S.A./N.V., as operator of the Euroclear
system.

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

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

      "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

      "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

      "Excluded Contributions" means the net cash proceeds received by the
Company after the date of this Indenture from:

            (1) contributions to the Company's common equity capital, and

            (2) the sale (other than to a Subsidiary of the Company) of Capital
      Stock (other than Disqualified Stock and Designated Preferred Stock) of
      the Company,

      in each case designated as "Excluded Contributions" pursuant to an
Officers' Certificate executed by an Officer of the Company, the net cash
proceeds of which are excluded from the calculation set forth in clause (3)(B)
of Section 4.07(a) hereof.

      "Fair Market Value" means the value that would be paid by a willing buyer
to an unaffiliated willing seller in a transaction not involving distress or
necessity of either party, determined in good faith by (i) the principal
financial officer of the Company for transactions less than $10.0 million and
(ii) the Board of Directors of the Company (unless otherwise provided in this
Indenture) for transactions valued at, or in excess of, $10.0 million.

      "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 Restricted Subsidiaries incurs,

                                       9
<PAGE>

assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise
discharges any Indebtedness (other than (i) ordinary working capital borrowings
and (ii) in the case of revolving credit borrowings or revolving advances under
any Qualified Receivables Financing, in which case interest expense will be
computed based upon the average daily balance of such Indebtedness during the
applicable period) or issues, repurchases or redeems preferred equity subsequent
to the commencement of the period for which the Fixed Charge Coverage Ratio is
being calculated and on or prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"),
then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect
to such incurrence, assumption, Guarantee, repayment, repurchase, redemption,
defeasance or other discharge of Indebtedness, or such issuance, repurchase or
redemption of preferred equity, 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,
Asset Acquisitions, dispositions, mergers, consolidations and discontinued
operations (as determined in accordance with GAAP), and any related financing
transactions, that the specified Person or any of its Restricted Subsidiaries
has both determined to make and made after the date of this Indenture and during
the four-quarter reference period or subsequent to such reference period and on
or prior to or simultaneously with the Calculation Date shall be calculated on a
pro forma basis assuming that all such Asset Acquisitions, dispositions,
mergers, consolidations and discontinued operations (and the change of any
associated Fixed Charges and the change in Consolidated Cash Flow resulting
therefrom) had occurred on the first day of the four-quarter reference period,
including any pro forma expense and cost reductions and other operating
improvements that have occurred or are reasonably expected to occur, in the
reasonable judgment of the chief financial officer of the Company (regardless of
whether these cost savings or operating improvements could then be reflected in
pro forma financial statements in accordance with Regulation S-X promulgated
under the Securities Act or any other regulation or policy of the SEC related
thereto). Any Person that is a Restricted Subsidiary on the Calculation Date
will be deemed to have been a Restricted Subsidiary at all times during such
four-quarter period, and if, since the beginning of the four-quarter reference
period, any Person that subsequently became a Restricted Subsidiary or was
merged with or into the Company or any of its other Restricted Subsidiaries
since the beginning of such period shall have made any acquisition, Investment,
disposition, merger, consolidation or discontinued operation, in each case with
respect to an operating unit of a business, that would have required adjustment
pursuant to this definition, then the Fixed Charge Coverage Ratio shall be
adjusted giving pro forma effect thereto for such period as if such Asset
Acquisition, disposition, discontinued operation, merger or consolidation had
occurred at the beginning of the applicable four-quarter reference period. Any
Person that is not a Restricted Subsidiary on the Calculation Date will be
deemed not to have been a Restricted Subsidiary at any time during such
four-quarter period.

      For purposes of this definition, whenever pro forma effect is to be given
to any transaction, the pro forma calculations shall be made in good faith by a
responsible financial or accounting officer of the Company. If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in effect on
the Calculation Date had been the applicable rate for the entire period (taking
into account any Hedging Obligations applicable to such Indebtedness if such
Hedging Obligation has a remaining term in excess of 12 months). Interest on a
Capital Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by a responsible financial or accounting officer of the
Company to be the rate of interest implicit in such Capital Lease Obligation in
accordance with GAAP. For purposes of making the computation referred to above,
interest on any Indebtedness under a revolving credit facility computed on a pro
forma basis shall be computed based upon the average daily balance of such
Indebtedness during the applicable period. Interest on Indebtedness that may
optionally be determined at an interest rate based upon a factor of a prime or
similar rate, a eurocurrency interbank offered rate, or other rate, shall be
deemed to have been based upon the rate actually chosen, or, if none, then based
upon such optional rate chosen as the

                                       10
<PAGE>

Company may designate. Any such pro forma calculation may include adjustments
appropriate, in the reasonable determination of the Company as set forth in an
Officers' Certificate, to reflect operating expense reductions reasonably
expected to result from any acquisition or merger.

      "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 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 in respect of interest rates; plus

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

            (3) any interest 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) the product of (a) all cash dividend payments or other
      distributions (and non-cash dividend payments or other distributions in
      the case of a Person that is a Restricted Subsidiary) on any series of
      preferred equity of such Person, 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 (or,
      in the case of a Person that is a partnership or a limited liability
      company, the combined federal, state and local income tax rate that was or
      would have been utilized to calculate the Tax Amount of such Person),
      expressed as a decimal, in each case, on a consolidated basis and in
      accordance with GAAP, plus

            (5) commissions, discounts, yield and other fees and charges
      incurred in connection with any Receivables Financing which are payable to
      Persons other than the Company and its Restricted Subsidiaries.

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

      "Global Note Legend" means the legend set forth in Section 2.06(g)(2)
hereof, 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 deposited with or on
behalf of and registered in the name of the Depository or its nominee,
substantially in the form of Exhibit A1 hereto and that bears the Global Note
Legend and that has the "Schedule of Exchanges of Interests in the Global Note"
attached thereto, issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

                                       11
<PAGE>

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

      "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise).

      "Guarantors" means each of:

            (1) Alpha Coal Sales Co., LLC, Alpha Energy Global Marketing, LLC,
      Alpha Land and Reserves, LLC, Alpha Terminal Company, LLC, AMFIRE
      Holdings, Inc., AMFIRE Mining Company, LLC, AMFIRE, LLC, AMFIRE WV, L.P.,
      Brooks Run Mining Company, LLC, Dickenson-Russell Coal Company, LLC,
      Enterprise Mining Company, LLC, Esperanza Coal Co., LLC, Gallup
      Transportation and Transloading Company, LLC, Herndon Processing Company,
      LLC , Kepler Processing Company, LLC, Kingwood Mining Company, LLC, Litwar
      Processing Company, LLC, Maxxim Rebuild Co., LLC, Maxxim Shared Services,
      LLC, Maxxum Carbon Resources, LLC, McDowell-Wyoming Coal Company, LLC,
      NATIONAL KING COAL LLC, Newhall Mining Company, LLC, Paramont Coal Company
      Virginia, LLC, Riverside Energy Company, LLC and Solomons Mining Company;
      and

            (2) any other Subsidiary of the Company that executes a Note
      Guarantee in accordance with the provisions of this Indenture,

and their respective successors and assigns, in each case, until the Note
Guarantee of such Person has been released in accordance with the provisions of
this Indenture.

      "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

            (1) interest rate swap agreements (whether from fixed to floating or
      from floating to fixed), interest rate cap agreements and interest rate
      collar agreements;

            (2) other agreements or arrangements designed to manage interest
      rates or interest rate risk; and

            (3) other agreements or arrangements designed to protect such Person
      against fluctuations in currency exchange rates or commodity prices.

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

      "IAI Global Note" means a Global Note substantially in the form of Exhibit
A1 hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors

                                       12
<PAGE>

      "Immaterial Subsidiary" means any Subsidiary that is not a Material
Subsidiary.

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

            (1) in respect of borrowed money;

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

            (3) in respect of banker's acceptances;

            (4) representing Capital Lease Obligations or Attributable Debt in
      respect of sale and leaseback transactions;

            (5) representing the balance deferred and unpaid of the purchase
      price of any property or services due more than six months after such
      property is acquired or such services are completed;

            (6) representing any Hedging Obligations; or

            (7) to the extent not otherwise included, with respect to the
      Company and its Restricted Subsidiaries, the amount then outstanding
      (i.e., advanced, and received by, and available for use by, the Company or
      any of its Restricted Subsidiaries) under any Receivables Financing (as
      set forth in the books and records of the Company or any Restricted
      Subsidiary and confirmed by the agent, trustee or other representative of
      the institution or group providing such Receivables Financing),

if and to the extent any of the preceding items (other than letters of credit,
Attributable Debt and Hedging Obligations) would appear as a liability upon a
balance sheet of the specified Person prepared in accordance with GAAP. In
addition, the term "Indebtedness" includes (i) 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, however, that the
amount of such Indebtedness shall be the lesser of (x) the Fair Market Value of
such asset as such date of determination and (y) the amount of such Indebtedness
of such other Person; and (ii) to the extent not otherwise included, the
Guarantee by the specified Person of any Indebtedness of any other Person.
Notwithstanding the foregoing, "Indebtedness" shall not include (a) accrued
expenses and trade payables; (b) Contingent Obligations incurred in the ordinary
course of business; and (c) obligations in respect of reclamation and workers'
compensation (including black lung, pensions and retiree medical care) that are
not overdue by more than 90 days.

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

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

      "Initial Notes" means the first $175,000,000 aggregate principal amount of
Notes issued under this Indenture on the date hereof.

      "Initial Purchasers" means Credit Suisse First Boston LLC, UBS Securities
LLC, Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated and BB&T
Capital Markets, a division of Scott & Stringfellow, Inc.

                                       13
<PAGE>

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

      "Investment Grade Rating" means a rating equal to or higher than Baa3 (or
the equivalent) by Moody's of BBB- (or the equivalent) by S&P or, if either such
entity ceases to rate the Notes for reasons outside of the control of the
Company, the equivalent investment grade credit rating from any other Rating
Agency.

      "Investment Grade Securities" means:

            (1) securities issued or directly and fully Guaranteed or insured by
      the U.S. government or any agency or instrumentality thereof (other than
      Cash Equivalents) and in each case with maturities not exceeding two years
      from the date of acquisition,

            (2) investments in any fund that invests exclusively in investments
      of the type described in clause (1) which fund may also hold immaterial
      amounts of cash pending investment and/or distribution; and

            (3) corresponding instruments in countries other than the United
      States customarily utilized for high quality investments and in each case
      with maturities not exceeding two years from the date of acquisition.

      "Investments" mean, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding accounts receivable, trade credit and advances to
customers and commission, travel and similar advances to officers, employees and
consultants made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company will be deemed to have made an Investment
on the date of any such sale or disposition equal to the Fair Market Value of
the Company's Investments in such Subsidiary that were not sold or disposed of
in an amount determined as provided in Section 4.07(c) hereof. The acquisition
by the Company or any Subsidiary of the Company of a Person that holds an
Investment in a third Person will be deemed to be an Investment by the Company
or such Subsidiary in such third Person in an amount equal to the Fair Market
Value of the Investments held by the acquired Person in such third Person in an
amount determined as provided in the final paragraph of Section 4.07 hereof.
Except as otherwise provided in this Indenture, the amount of an Investment will
be determined at the time the Investment is made and without giving effect to
subsequent changes in value.

      "Issuers" mean the Company and Alpha Capital.

      "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.

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

                                       14
<PAGE>

      "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.

      "Material Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date of
this Indenture, provided, however, that all references to "10 percent" in such
definition shall be replaced with "5 percent."

      "Marketable Securities" means, with respect to any Asset Sale, any readily
marketable equity securities that are (i) traded on the New York Stock Exchange,
the American Stock Exchange or the Nasdaq National Market; and (ii) issued by a
corporation having a total equity market capitalization of not less than $250.0
million; provided, that the excess of (A) the aggregate amount of securities of
any one such corporation held by the Company and any Restricted Subsidiary over
(B) ten times the average daily trading volume of such securities during the 20
immediately preceding trading days shall be deemed not to be Marketable
Securities, as determined on the date of the contract relating to such Asset
Sale.

      "Moody's" means Moody's Investors Service, Inc. and its successors and
assigns.

      "Net Income" means, with respect to any Person for any period, (i) the net
income (loss) of such Person for such period, determined in accordance with GAAP
and before any reduction in respect of dividends on preferred interests,
excluding, however, (a) any gain or loss, together with any related provision
for taxes or Tax Distributions on such gain or loss, realized in connection with
(1) any Asset Sale (including, without limitation, dispositions pursuant to sale
and leaseback transactions) or (2) the disposition of any securities by such
Person or any of its Subsidiaries or the extinguishment of any Indebtedness of
such Person or any of its Subsidiaries and (b) any extraordinary or nonrecurring
gain or loss, together with any related provision for taxes or Tax Distributions
on such extraordinary or nonrecurring gain or loss, less (ii) in the case of any
Person that is a partnership or a limited liability company, the Tax Amount of
such Person for such period.

      "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
Designated Non-cash Consideration received in any Asset Sale and any cash
payments received by way of deferred payment of principal pursuant to a note or
installment receivable or otherwise, but only as and when received, but
excluding the assumption by the acquiring Person of Indebtedness relating to the
disposed assets or other consideration received in any non-cash form), net of
the direct costs relating to such Asset Sale and the sale of such Designated
Non-cash Consideration, including, without limitation, legal, accounting and
investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes or Tax Distributions paid or
payable as a result of the Asset Sale, 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, other than
Indebtedness under a Credit Facility, secured by a Lien on the asset or assets
that were the subject of such Asset Sale and any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance with
GAAP, including without limitation, pension and post-employment benefit
liabilities and liabilities related to environmental matters or against any
indemnification obligations associated with such transaction.

      "Non-Recourse Debt" means Indebtedness:

                                       15
<PAGE>

            (1) as to which neither the Company nor any of its Restricted
      Subsidiaries (a) provides credit support of any kind (including any
      undertaking, agreement or instrument that would constitute Indebtedness)
      other than a pledge of the Equity Interests of any Unrestricted
      Subsidiaries, (b) is directly or indirectly liable (as a guarantor or
      otherwise) other than by virtue of a pledge of the Equity Interests of any
      Unrestricted Subsidiaries, or (c) constitutes the lender;

            (2) no default with respect to which (including any rights that the
      holders of the Indebtedness may have to take enforcement action against an
      Unrestricted Subsidiary) would permit, upon notice, lapse of time or both,
      any holder of any other Indebtedness (other than the Notes offered hereby)
      of the Company or any of its Restricted Subsidiaries to declare a default
      on such other Indebtedness or cause the payment of the Indebtedness to be
      accelerated or payable prior to its Stated Maturity.

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

      "Note Guarantee" means the Guarantee by each Guarantor of the Issuers'
obligations under this Indenture and the Notes, executed pursuant to the
provisions of this Indenture.

      "Notes" has the meaning assigned to it in the preamble to this Indenture.
The Initial Notes and the Additional Notes shall be treated as a single class
for all purposes under this Indenture, and unless the context otherwise
requires, all references to the Notes shall include the Initial Notes and any
Additional Notes.

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

      "Offering Circular" means that certain offering circular, dated May 13,
2004, relating to the initial offering of the Notes

      "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 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.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.

      "Parent" means ANR Holdings, LLC, the parent of the Company, and its
successors and assigns.

      "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 the businesses of the Company and its
Subsidiaries engaged in on the date of this Indenture and any other activities
that are similar, ancillary or reasonably related to, or a reasonable extension,
expansion or development of, such businesses or ancillary thereto.

                                       16
<PAGE>

      "Permitted Holders" means the Equity Investors and Related Parties. Any
person or group whose acquisition of beneficial ownership constitutes a Change
of Control in respect of which a Change of Control Offer is made in accordance
with the requirements of this Indenture will thereafter, together with its
Affiliates, constitute an additional Permitted Holder.

      "Permitted Investments" means:

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

            (2) any Investment in, cash, Cash Equivalents, Marketable Securities
      or Investment Grade Securities;

            (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; or

                  (b) such Person, in one transaction or a series of related
      transactions, is merged, consolidated or amalgamated with or into, or
      transfers or conveys substantially all of its assets to, or is liquidated
      into, the Company or a Restricted Subsidiary of the Company;

            (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 hereof;

            (5) any acquisition of assets or Capital Stock solely in exchange
      for the issuance of Equity Interests (other than Disqualified Stock) of
      the Company or a direct or indirect parent company of the Company;

            (6) any Investments received (i) in compromise or resolution of (A)
      obligations of trade creditors or customers that were incurred in the
      ordinary course of business of the Company or any of its Restricted
      Subsidiaries, including pursuant to any plan of reorganization or similar
      arrangement upon the bankruptcy or insolvency of any trade creditor or
      customer; or (B) litigation, arbitration or other disputes; or (ii) as a
      result of a foreclosure by the Company or any of its Restricted
      Subsidiaries with respect to any secured Investment or other transfer of
      title with respect to any secured Investment in default;

            (7) Investments represented by Hedging Obligations;

            (8) loans or advances to officers, directors and employees made in
      the ordinary course of business of the Company or any Restricted
      Subsidiary of the Company in an aggregate principal amount not to exceed
      $2.0 million at any one time outstanding;

            (9) repurchases of the Notes;

            (10) Investments in Unrestricted Subsidiaries and/or joint ventures
      having an aggregate Fair Market Value, taken together with all other
      Investments made pursuant to this clause (10) that are at that time
      outstanding, not to exceed the greater of (x) $5.0 million, and (y) 2% of
      Total Assets at the time of such Investment (with the Fair Market Value of
      each Investment being measured at the time made and without giving effect
      to subsequent changes in value);

                                       17
<PAGE>

            (11) any Investment in a Receivables Subsidiary or any Investment by
      a Receivables Subsidiary in any other Person in connection with a
      Qualified Receivables Financing, including Investments of funds held in
      accounts permitted or required by the arrangements governing such
      Qualified Receivables Financing or any related Indebtedness; provided,
      however, that any Investment in a Receivables Subsidiary is in the form of
      a Purchase Money Note, contribution of additional receivables or an equity
      interest;

            (12) any transaction to the extent it constitutes an Investment that
      is permitted by and made in accordance with the provisions of Section
      4.11(b) hereof (except for transactions described in clauses (6), (8),
      (10) and (12) of Section 4.11(b)); and

            (13) Guarantees issued in accordance with Section 4.09 and Section
      4.18 hereof;

            (14) any Investment existing on the date of this Indenture and any
      Investment that replaces, refinances or refunds an existing Investment;
      provided, that the new Investment is in an amount that does not exceed the
      amount replaced, refinanced or refunded, and is made in the same Person as
      the Investment replaced, refinanced or refunded;

            (15) Investments consisting of purchases and acquisitions of
      inventory, supplies, materials and equipment or purchases of contract
      rights or licenses or leases of intellectual property, in each case in the
      ordinary course of business; and

            (16) additional Investments by the Company or any Restricted
      Subsidiary having an aggregate Fair Market Value (measured on the date
      each such Investment was made and without giving effect to subsequent
      changes in value), taken together with all other Investments made pursuant
      to this clause (16) that are at the time outstanding not to exceed the
      greater of (x) $20.0 million, and (y) 5% of Total Assets at the time of
      the Investment; provided, however, that if any Investment pursuant to this
      clause (16) is made in a Person that is not a Restricted Subsidiary of the
      Company at the date of the making of such Investment and such Person
      becomes a Restricted Subsidiary of the Company after such date, such
      Investment shall thereafter be deemed to have been made pursuant to clause
      (1) above and shall cease to have been made pursuant to this clause (16)
      for so long as such Person continues to be a Restricted Subsidiary;

provided, however, that with respect to any Investment, the Company may, in its
sole discretion, allocate all or any portion of any Investment to one or more of
the above clauses (1) through (16) so that the entire Investment would be a
Permitted Investment.

      "Permitted Liens" means:

            (1) Liens securing Indebtedness and other Obligations under Credit
      Facilities that was incurred pursuant to clauses (1), (2) to the extent
      such Indebtedness is secured, and Liens securing Indebtedness permitted to
      be incurred pursuant to clauses (15) or (16) of the definition of
      Permitted Debt and/or securing Hedging Obligations related thereto;

            (2) Liens in favor of the Company or any of its Restricted
      Subsidiaries;

            (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 Subsidiary
      of the Company; provided that such Liens were in existence prior to the
      contemplation of such merger or consolidation and do not extend to any
      assets other than those of the Person merged into or consolidated with the
      Company or the Subsidiary;

                                       18
<PAGE>

            (4) Liens on property (including Capital Stock) existing at the time
      of acquisition of the property by the Company or any Subsidiary of the
      Company; provided that such Liens were in existence prior to, such
      acquisition, and not incurred in contemplation of, such acquisition;

            (5) Liens or deposits to secure the performance of statutory or
      regulatory obligations, or surety, appeal, indemnity or performance bonds,
      warranty and contractual requirements or other obligations of a like
      nature incurred in the ordinary course of business;

            (6) Liens securing reimbursement obligations with respect to
      commercial letters of credit which encumber documents and other assets
      relating to such letters of credit and products and proceeds thereof;

            (7) Liens to secure Indebtedness (including Capital Lease
      Obligations) permitted by clause (4) of Section 4.09(b);

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

            (9) Liens for taxes, assessments or governmental charges or claims
      that are not yet delinquent or that are being contested in good faith by
      appropriate proceedings promptly instituted and diligently concluded;
      provided that any reserve or other appropriate provision as is required in
      conformity with GAAP has been made therefor;

            (10) Liens incurred or deposits made in the ordinary course of
      business to secure payment of workers' compensation or to participate in
      any fund in connection with workmen's compensation, unemployment
      insurance, old-age pensions or other social security programs;

            (11) Liens imposed by law, such as carriers', warehousemen's,
      landlord's, lessor's, suppliers, banks, repairmen's and mechanics' Liens,
      and Liens of landlords securing obligations to pay lease payments that are
      not yet due and payable or in default, in each case, incurred in the
      ordinary course of business;

            (12) contract mining agreements and leases or subleases granted to
      others that do not materially interfere with the ordinary conduct of
      business of the Company or any of its Restricted Subsidiaries;

            (13) easements, rights of way, zoning and similar restrictions,
      reservations (including severances, leases or reservations of oil, gas,
      coal, minerals or water rights), restrictions or encumbrances in respect
      of real property or title defects that were not incurred in connection
      with Indebtedness and that do not in the aggregate materially adversely
      affect the value of said properties (as such properties are used by the
      Company or its Subsidiaries) or materially impair their use in the
      operation of the business of the Company and its Subsidiaries;

            (14) Liens created for the benefit of (or to secure) the Notes (or
      the Note Guarantees);

            (15) Liens to secure any Permitted Refinancing Indebtedness
      permitted to be incurred under this Indenture; provided, however, that:

                  (a) the new Lien shall be limited to all or part of the same
      property and assets that secured or, under the written agreements pursuant
      to which the original Lien arose, could secure the original Lien (plus
      improvements and accessions to, such property or proceeds or distributions
      thereof); and

                                       19
<PAGE>

                  (b) the Indebtedness secured by the new Lien is not increased
      to any amount greater than the sum of (x) the outstanding principal
      amount, or, if greater, committed amount, of the Permitted Refinancing
      Indebtedness and (y) an amount necessary to pay any fees and expenses,
      including premiums, related to such renewal, refunding, refinancing,
      replacement, defeasance or discharge;

            (16) Liens arising from precautionary Uniform Commercial Code
      financing statement filings regarding operating leases entered into by the
      Company or any of its Restricted Subsidiaries in the ordinary course of
      business;

            (17) judgment Liens not giving rise to an Event of Default so long
      as any appropriate legal proceedings that may have been duly initiated for
      the review of such judgment shall not have been finally terminated or the
      period within which such legal proceedings may be initiated shall not have
      expired;

            (18) Liens securing Indebtedness or other obligations incurred in
      the ordinary course of business of the Company or any Subsidiary of the
      Company with respect to obligations that do not exceed, the greater of (x)
      $15.0 million and (y) 2.5% of Total Assets at any one time outstanding;

            (19) Liens on accounts receivable and related assets of the type
      specified in the definition of "Receivables Financing" incurred in
      connection with a Qualified Receivables Financing;

            (20) licenses of intellectual property in the ordinary course of
      business;

            (21) Liens on Capital Stock of an Unrestricted Subsidiary that
      secure Indebtedness or other obligations of such Unrestricted Subsidiary;

            (22) leases and subleases of real property which do not materially
      interfere with the ordinary conduct of the business of the Company and its
      Restricted Subsidiaries;

            (23) Liens to secure a defeasance trust;

            (24) Liens on equipment of the Company or any Restricted Subsidiary
      granted in the ordinary course of business to clients of which such
      equipment is located;

            (25) Liens securing insurance premium financing arrangements,
      provided that such Lien is limited to the applicable insurance contracts;
      and

            (26) Liens securing the aggregate amount of Indebtedness (including
      Acquired Debt) incurred in connection with (or at any time following the
      consummation of) an Asset Acquisition made in accordance with this
      Indenture equal to, at the time of incurrence, the net increase in
      inventory, accounts receivable and net property, reserves, plant and
      equipment attributable to such Asset Acquisition from the amounts
      reflected on the Company's historical consolidated balance sheet as of the
      end of the full fiscal quarter ending on or prior to the date of such
      Asset Acquisition, calculated after giving effect on a pro forma basis to
      such Asset Acquisition (which amount may, but need not, be incurred in
      whole or in part under the Credit Agreement) less the amount of
      Indebtedness incurred in connection with such Asset Acquisition secured by
      Liens pursuant to clauses (4) or (7) above.

      "Permitted Payments to Parent" means, without duplication as to amounts:

                                       20
<PAGE>

            (1) payments to the Parent to permit the Parent to pay reasonable
      accounting, legal and administrative expenses of the Parent when due in an
      aggregate amount not to exceed $2.0 million per calendar year;

            (2) for so long as the Company is a member of a group filing a
      consolidated or combined tax return with the Parent, payments to the
      Parent in respect of an allocable portion of the tax liabilities of such
      group that is attributable to the Company and its Subsidiaries ("Tax
      Payments"). The Tax Payments shall not exceed the lesser of (i) the amount
      of the relevant tax (including any penalties and interest) that the
      Company would owe if the Company were filing a separate tax return (or a
      separate consolidated or combined return with its Subsidiaries that are
      members of the consolidated or combined group), taking into account any
      carryovers and carrybacks of tax attributes (such as net operating losses)
      of the Company and such Subsidiaries from other taxable years and (ii) the
      net amount of the relevant tax that the Parent actually owes to the
      appropriate taxing authority. Any Tax Payments received from the Company
      shall be paid over to the appropriate taxing authority within 30 days of
      the Parent's receipt of such Tax Payments or refunded to the Company; and

            (3) dividends or distributions paid to the Parent, if applicable, in
      amounts equal to amounts required for the Parent, if applicable, to pay
      interest and/or principal on Indebtedness the proceeds of which have been
      contributed to the Company or any of its Restricted Subsidiaries and that
      has been Guaranteed by, or is otherwise considered Indebtedness of, the
      Company incurred in accordance with Section 4.09 hereof.

      "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 renew, refund, refinance, replace, defease or
discharge 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 renewed, refunded,
      refinanced, replaced, defeased or discharged (plus any premium required to
      be paid on the Indebtedness being so renewed, refunded, replaced, defeased
      or discharged, plus the amount of all fees and expenses incurred in
      connection therewith);

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

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

            (4) such Refinancing Indebtedness shall not include Indebtedness of
      the Company or a Restricted Subsidiary that refinance Indebtedness of an
      Unrestricted Subsidiary.

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

                                       21
<PAGE>

      "Private Placement Legend" means the legend set forth in Section
2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

      "Public Equity Offering" means (i) an offer and sale of Capital Stock
(other than Disqualified Stock) of the Company or (ii) an offer and sale of
Capital Stock (other than Disqualified Stock) of a direct or indirect parent
company of the Company (to the extent the net proceeds therefrom are contributed
to the equity capital of the Company) pursuant to (x) a registration statement
that has been declared effective by the SEC pursuant to the Securities Act
(other than a registration statement on Form S-8 or otherwise relating to equity
securities issuable under any employee benefit plan of the Company or such
direct or indirect parent company), or (y) a private issuance exempt from
registration under the Securities Act.

      "Purchase Money Note" means a promissory note of a Receivables Subsidiary
evidencing a line of credit, which may be irrevocable, from the Company or any
Subsidiary of the Company to a Receivables Subsidiary in connection with a
Qualified Receivables Financing, which note is intended to finance that portion
of the purchase price that is not paid by cash or a contribution of equity.

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

      "Qualified Receivables Financing" means any Receivables Financing of a
Receivables Subsidiary that meets the following conditions:

            (1) the Board of Directors of the Company will have determined in
      good faith that such Qualified Receivables Financing (including financing
      terms, covenants, termination events and other provisions) is in the
      aggregate economically fair and reasonable to the Company and the
      Receivables Subsidiary,

            (2) all sales of accounts receivable and related assets to the
      Receivables Subsidiary are made at Fair Market Value, and

            (3) the financing terms, covenants, termination events and other
      provisions thereof will be market terms (as determined in good faith by
      the Company) and may include Standard Securitization Undertakings.

      The grant of a security interest in any accounts receivable of the Company
or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to
secure a Credit Facility will not be deemed a Qualified Receivables Financing.
For purposes of this Indenture, a receivables facility whether now in existence
or arising in the future (and any replacement thereof with substantially similar
terms in the aggregate) will be deemed to be a Qualified Receivables Financing
that is not recourse to the Company (except for Standard Securitization
Undertakings).

      "Rating Agency" means each of S&P and Moody's, or if S&P or Moody's or
both shall not make a rating on the Notes publicly available, a nationally
recognized statistical rating organization or organizations, within the meaning
of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company as a
replacement agency or agencies for S&P or Moody's, or both, as the case may be.

      "Receivables Financing" means any transaction or series of transactions
that may be entered into by the Company or any of its Subsidiaries pursuant to
which the Company or any of its Subsidiaries may sell, convey or otherwise
transfer to (a) a Receivables Subsidiary (in the case of a transfer by the
Company or any of its Subsidiaries), and (b) any other Person (in the case of a
transfer by a Receivables Subsidiary), or may grant a security interest in, any
accounts receivable (whether now existing or arising

                                       22
<PAGE>

in the future) of the Company or any of its Subsidiaries, and any assets related
thereto including, without limitation, all collateral securing such accounts
receivable, all contracts and all Guarantees or other obligations in respect of
such accounts receivable, proceeds of such accounts receivable and other assets
which are customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable and any Hedging Obligations entered into by the
Company or any such Subsidiary in connection with such accounts receivable.

      "Receivables Purchase Obligation" means any obligation of a seller of
receivables in a Qualified Receivables Financing to repurchase receivables
arising as a result of a breach of a representation, warranty or covenant or
otherwise, including as a result of a receivable or portion thereof becoming
subject to any asserted defense, dispute, off-set or counterclaim of any kind as
a result of any action taken by, any failure to take action by or any other
event relating to the seller.

      "Receivables Subsidiary" means a Wholly-Owned Restricted Subsidiary of the
Company (or another Person formed for the purposes of engaging in a Qualified
Receivables Financing with the Company in which the Company or any Subsidiary of
the Company makes an Investment and to which the Company or any Subsidiary of
the Company transfers accounts receivable and related assets) which engages in
no activities other than in connection with the financing of accounts receivable
of the Company and its Subsidiaries, all proceeds thereof and all rights
(contractual or other), collateral and other assets relating thereto, and any
business or activities incidental or related to such business, and which is
designated by the Board of Directors of the Company (as provided below) as a
Receivables Subsidiary and:

            (1) no portion of the Indebtedness or any other obligations
      (contingent or otherwise) of which (i) is Guaranteed by the Company or any
      other Subsidiary of the Company (excluding Guarantees of Obligations
      (other than the principal of, and interest on, Indebtedness) pursuant to
      Standard Securitization Undertakings), (ii) is recourse to or obligates
      the Company or any other Subsidiary of the Company in any way other than
      pursuant to Standard Securitization Undertakings, or (iii) subjects any
      property or asset of the Company or any other Subsidiary of the Company,
      directly or indirectly, contingently or otherwise, to the satisfaction
      thereof, other than pursuant to Standard Securitization Undertakings,

            (2) with which neither the Company nor any other Subsidiary of the
      Company has any material contract, agreement, arrangement or understanding
      other than on terms which the Company reasonably believes to be no less
      favorable to the Company or such Subsidiary than those that might be
      obtained at the time from Persons that are not Affiliates of the Company,
      and

            (3) to which neither the Company nor any other Subsidiary of the
      Company has any obligation to maintain or preserve such entity's financial
      condition or cause such entity to achieve certain levels of operating
      results. Any such designation by the Board of Directors of the Company
      shall be evidenced to the Trustee by filing with the Trustee a certified
      copy of the resolution of the Board of Directors of the Company giving
      effect to such designation and an Officers' Certificate certifying that
      such designation complied with the foregoing conditions.

      "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of May 18, 2004, among the Issuers, the Guarantors and the Initial
Purchasers, as such agreement may be amended, modified or supplemented from time
to time and, with respect to any Additional Notes, one or more registration
rights agreements among the Issuers, the Guarantors and the other parties
thereto, as such agreement(s) may be amended, modified or supplemented from time
to time, relating to rights given by

                                       23
<PAGE>

the Company to the purchasers of Additional Notes to register such Additional
Notes under the Securities Act.

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

      "Regulation S Global Note" means a Regulation S Temporary Global Note or
Regulation S Permanent Global Note, as appropriate.

      "Regulation S Permanent Global Note" means a permanent Global Note in the
form of Exhibit A1 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 of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

      "Regulation S Temporary Global Note" means a temporary Global Note in the
form of Exhibit A2 hereto 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 of the Notes initially sold in reliance on Rule 903
of Regulation S.

      "Related Party" means:

            (1) any controlling stockholder, 80% (or more) owned Subsidiary, or
      immediate family member (in the case of an individual) of any Permitted
      Holder; or

            (2) any trust, corporation, partnership, limited liability company
      or other entity, the beneficiaries, stockholders, partners, members,
      owners or Persons beneficially holding an 80% or more controlling interest
      of which consist of any one or more Permitted Holders and/or such other
      Persons referred to in the immediately preceding clause (1).

      "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 distribution compliance 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.

                                       24
<PAGE>

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

      "S&P" means Standard & Poor's Ratings Services and its successors and
assigns..

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

      "Standard Securitization Undertakings" means representations, warranties,
covenants, indemnities and Guarantees of performance entered into by the Company
or any Subsidiary of the Company which the Company has determined in good faith
to be customary in a Receivables Financing including, without limitation, those
relating to the servicing of the assets of a Receivables Subsidiary, it being
understood that any Receivables Repurchase Obligation shall be deemed to be a
Standard Securitization Undertaking.

      "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the final payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness as of the date of this Indenture, and will 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 and after
      giving effect to any voting agreement or stockholders' agreement that
      effectively transfers voting power) to vote in the election of directors,
      managers or trustees of the corporation, association or other business
      entity is at the time owned or controlled, directly or indirectly, by that
      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 that Person or one or more
      Subsidiaries of that Person (or any combination thereof).

      "Tax Amount" means, for any period, the aggregate amount of tax
distributions required to be made during such period by the Parent to its
members in accordance with the tax distribution provisions of the Parent's
limited liability company agreement that is in effect on the issue date of the
Notes (as such provisions may thereafter be amended or supplemented so long as
such amendments or supplements are not materially adverse to the Holders),
assuming the highest marginal federal, state and local tax rate for individuals
in effect for the year and assuming residency in New York City, New York,
provided that such distributions shall be for the purpose of enabling such
members to pay their income tax liability on their respective shares of
cumulative taxable income attributable to the Company and its Subsidiaries; and
(ii) for any period, the amount of tax required to be paid by the Parent
directly to taxing authorities in

                                       25
<PAGE>

respect of taxable income attributable to the Company and its Subsidiaries and
amounts paid in respect of franchise, capital and other non-income taxes
required to be paid by the Parent.

      "Tax Distribution" means a distribution in respect of taxes to the members
of the Company pursuant to clause (8) of Section 4.07(b) hereof.

      "Taxable Income" means, with respect to any Person for any period, the
taxable income or loss of such Person for such period for federal income tax
purposes; provided, that (i) all items of income, gain, loss or deduction
required to be stated separately pursuant to Section 703(a)(1) of the Code shall
be included in taxable income or loss, (ii) any basis adjustment made in
connection with an election under Section 754 of the Code shall be disregarded
and (iii) such taxable income shall be increased or such taxable loss shall be
decreased by the amount of any interest expense incurred by such Person that is
not treated as deductible for federal income tax purposes by a partner or member
of such Person.

      "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
Sections 77aaa-77bbbb).

      "Total Assets" means the total consolidated assets of the Company and its
Restricted Subsidiaries, as shown on the most recent balance sheet of the
Company.

      "Treasury Rate" means, as of any redemption date, the yield to maturity as
of such redemption date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to the redemption date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the redemption date to June 1, 2008; provided,
however, that if the period from the redemption date to June 1, 2008, is less
than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year will be used.

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

      "Unrestricted Definitive Note" means a Definitive Note that does not bear
and is not required to bear the Private Placement Legend.

      "Unrestricted Global Note" means a Global Note that does not bear and is
not required to bear the Private Placement Legend.

      "Unrestricted Subsidiary" means:

            (1) any Subsidiary of the Company that at the time of determination
      shall be designated an Unrestricted Subsidiary by the Board of Directors
      of the Company in the manner provided below; and

            (2) any Subsidiary of an Unrestricted Subsidiary.

      The Board of Directors of the Company may designate any Subsidiary of the
Company (including any newly acquired or newly formed Subsidiary of the Company)
to be an Unrestricted Subsidiary unless such Subsidiary or any of its
Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any
Lien on any property of, the Company or any other Subsidiary of the Company that
is not a Subsidiary of the Subsidiary to be so

                                       26
<PAGE>

designated; provided, however, that the Subsidiary to be so designated and its
Subsidiaries do not at the time of designation have and do not thereafter incur
any Indebtedness pursuant to which the lender has recourse to any of the assets
of the Company or any of its Restricted Subsidiaries (other than Guarantees of
performance of the Unrestricted Subsidiary in the ordinary course of business,
excluding Guarantees of Indebtedness for borrowed money); provided further,
however, that either:

                  (a) the Subsidiary to be so designated has total consolidated
      assets of $1,000 or less; or

                  (b) if such Subsidiary has consolidated assets greater than
      $1,000, then such designation would be permitted under Section 4.07
      hereof.

      The Board of Directors of the Company may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided, however, that immediately
after giving effect to such designation:

                  (x) (1) the Company could incur $1.00 of additional
      Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in
      Section 4.09 hereof or (2) the Fixed Charge Coverage Ratio for the Company
      and its Restricted Subsidiaries would be greater than such ratio for the
      Company and its Restricted Subsidiaries immediately prior to such
      designation, in each case on a pro forma basis taking into account such
      designation, and

                  (y) no Event of Default shall have occurred and be continuing.

      Any such designation by the Board of Directors of the Company shall be
evidenced to the Trustee by promptly filing with the Trustee a copy of the
resolution of the Board of Directors of the Company giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.

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

      "Voting Stock" of any specified 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:

            (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 of the Indebtedness, 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
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) will at
the time be owned by such Person or by one or more Wholly-Owned Restricted
Subsidiaries of such Person.

      Section 1.02 Other Definitions.

                                       27
<PAGE>

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

Section 1.03 Incorporation by Reference of Trust Indenture Act.

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

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

      "indenture securities" means the Notes;

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

      "indenture to be qualified" means this Indenture;

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

      "obligor" on the Notes and the Note Guarantees means the Issuers and the
Guarantors, respectively, and any successor obligor upon the Notes and the Note
Guarantees, respectively.

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

Section 1.04      Rules of Construction.

      Unless the context otherwise requires:

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

                                       28
<PAGE>

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

            (3) "or" is not exclusive;

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

            (5) "will" shall be interpreted to express a command;

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

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

                                   ARTICLE 2
                                   THE NOTES

Section 2.01      Form and Dating.

      (a) General. The Notes and the Trustee's certificate of authentication
will be substantially in the form of Exhibits A1 and A2 hereto. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note will be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

      The terms and provisions contained in the Notes will constitute, and are
hereby expressly made, a part of this Indenture and the Issuers, 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 will be substantially in the
form of Exhibits A1 or A2 hereto (including the Global Note Legend thereon and
the "Schedule of Exchanges of Interests in the Global Note" attached thereto).
Notes issued in definitive form will be substantially in the form of Exhibit A1
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
will represent such of the outstanding Notes as will be specified therein and
each shall provide that it represents 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 will be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.

      (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S will be issued initially in the form of the Regulation S Temporary
Global Note, which will be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, 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 Issuers and authenticated by the
Trustee as hereinafter provided. The Restricted Period will be terminated upon
the receipt by the Trustee of:

                                       29
<PAGE>

            (1) a written certificate from the Depositary, together with copies
      of certificates from Euroclear and Clearstream certifying that they have
      received certification of non-United States beneficial ownership of 100%
      of the aggregate principal amount of the Regulation S Temporary Global
      Note (except to the extent of any beneficial owners thereof who acquired
      an interest therein during the Restricted Period pursuant to another
      exemption from registration under the Securities Act and who will take
      delivery of a beneficial ownership interest in a 144A Global Note or an
      IAI Global Note bearing a Private Placement Legend, all as contemplated by
      Section 2.06(b) hereof); and

            (2) an Officers' Certificate from the Issuers.

      Following the termination of the Restricted Period, beneficial interests
in the Regulation S Temporary Global Note will be exchanged for beneficial
interests in the Regulation S Permanent Global Note pursuant to the Applicable
Procedures. Simultaneously with the authentication of the Regulation S Permanent
Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The
aggregate principal amount of the Regulation S Temporary Global Note and the
Regulation S Permanent Global Note 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.

      (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 Clearstream
Banking" and "Customer Handbook" of Clearstream will be applicable to transfers
of beneficial interests in the Regulation S Temporary Global Note and the
Regulation S Permanent Global Note that are held by Participants through
Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

      At least one Officer must sign the Notes for each of the Issuers 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 will nevertheless be valid.

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

      The Trustee will, upon receipt of a written order of the Issuers signed by
two Officers of each Issuer (an "Authentication Order"), authenticate Notes for
original issue that may be validly issued under this Indenture, including any
Additional Notes. The aggregate principal amount of Notes outstanding at any
time may not exceed the aggregate principal amount of Notes authorized for
issuance by the Issuers pursuant to one or more Authentication Orders, except as
provided in Section 2.07 hereof.

      The Trustee may appoint an authenticating agent acceptable to the Issuers
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 Issuers.

Section 2.03 Registrar and Paying Agent.

      The Issuers will 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

                                       30
<PAGE>

("Paying Agent"). The Registrar will keep a register of the Notes and of their
transfer and exchange. The Issuers 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 Issuers
may change any Paying Agent or Registrar without notice to any Holder. The
Issuers will notify the Trustee in writing of the name and address of any Agent
not a party to this Indenture. If the Issuers fail to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Issuers or any of their Subsidiaries may act as Paying Agent or Registrar.

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

      The Issuers initially appoint the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

         The Issuers will require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Additional Interest, if any, or interest on the Notes, and
will notify the Trustee of any default by the Issuers 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 Issuers 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 Issuers or a
Subsidiary) will have no further liability for the money. If an Issuer or a
Subsidiary acts as Paying Agent, it will 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 Issuers, the
Trustee will serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

      The Trustee will 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 Issuers will 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 Issuers shall otherwise comply with TIA Section 312(a).

Section 2.06 Transfer and Exchange.

      (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred except as a whole by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Issuers for Definitive Notes if:

            (1) the Issuers deliver 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 Issuers within
      120 days after the date of such notice from the Depositary;

            (2) the Issuers in their sole discretion determine that the Global
      Notes (in whole but not in part) should be exchanged for Definitive Notes
      and deliver a written notice to such effect to the

                                       31
<PAGE>

      Trustee; provided that in no event shall the Regulation S Temporary Global
      Note be exchanged by the Issuers for Definitive Notes prior to (A) the
      expiration of the Restricted Period and (B) the receipt by the Registrar
      of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
      Securities Act; or

            (3) there has occurred and is continuing a Default or Event of
      Default with respect to the Notes.

      Upon the occurrence of either of the preceding events in (1) or (2) 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 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

      (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will 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 will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

            (1) Transfer of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Restricted Global Note may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in
      the same Restricted Global Note in accordance with the transfer
      restrictions set forth in the Private Placement Legend; provided, however,
      that prior to the expiration of the Restricted Period, transfers of
      beneficial interests in the Regulation S Temporary Global Note may not be
      made to a U.S. Person or for the account or benefit of a U.S. Person
      (other than an Initial Purchaser). Beneficial interests in any
      Unrestricted Global Note may be transferred to Persons who take delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note. No written orders or instructions shall be required to be delivered
      to the Registrar to effect the transfers described in this Section
      2.06(b)(1).

            (2) All Other Transfers and Exchanges of Beneficial Interests in
      Global Notes. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.06(b)(1) above, the transferor
      of such beneficial interest must deliver to the Registrar either:

                  (A) both:

                        (i) a written order from a Participant or an Indirect
                  Participant given to the Depositary in accordance with the
                  Applicable Procedures directing the Depositary to credit or
                  cause to be credited a beneficial interest in another Global
                  Note in an amount equal to the beneficial interest to be
                  transferred or exchanged; and

                        (ii) instructions given in accordance with the
                  Applicable Procedures containing information regarding the
                  Participant account to be credited with such increase; or

                                       32
<PAGE>

                  (B) both:

                        (i) 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

                        (ii) 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
                  Regulation S Temporary Global Note prior to (A) the expiration
                  of the Restricted Period and (B) the receipt by the Registrar
                  of any certificates required pursuant to Rule 903 under the
                  Securities Act.

Upon consummation of an Exchange Offer by the Issuers in accordance with Section
2.06(f) hereof, the requirements of this Section 2.06(b)(2) 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 of the relevant
Global Note(s) pursuant to Section 2.06(h) hereof.

                  (3) 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 2.06(b)(2) above
            and the Registrar receives the following:

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

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

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

                  (4) Transfer and Exchange of Beneficial Interests in a
            Restricted Global Note for Beneficial Interests in an Unrestricted
            Global Note. A beneficial interest in any Restricted Global Note may
            be exchanged by any holder thereof for a beneficial interest in an
            Unrestricted Global Note or transferred to a Person who takes
            delivery thereof in the form of a beneficial interest in an
            Unrestricted Global Note if the exchange or transfer complies with
            the requirements of Section 2.06(b)(2) above and:

                                       33
<PAGE>

                        (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, certifies in the applicable Letter of
                  Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule 144) of
                  the Issuers;

                        (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:

                              (i) 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

                              (ii) 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 Issuers
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.

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

                                       34
<PAGE>

                  (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, a certificate to the effect set forth
            in Exhibit B hereto, including the certifications in item (1)
            thereof;

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

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

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

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

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

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Issuers shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

            (2) Beneficial Interests in Regulation S Temporary Global Note to
      Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a
      beneficial interest in the Regulation S Temporary 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 (A) the
      expiration of the Restricted Period and (B) the receipt by the Registrar
      of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
      Securities Act, except in the case of a transfer pursuant to an

                                       35
<PAGE>

      exemption from the registration requirements of the Securities Act other
      than Rule 903 or Rule 904.

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

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

                  (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:

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

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

            and, in each such case set forth in this 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.

            (4) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. If any holder of a beneficial interest in
      an Unrestricted Global Note proposes to exchange such beneficial interest
      for a Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Definitive Note, then, upon
      satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the
      Trustee will cause the aggregate principal amount of the applicable Global
      Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
      Issuers will execute and the Trustee will 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 pursuant to this Section 2.06(c)(4) will be registered in such
      name or names and in such authorized denomination or denominations as the
      holder of such

                                       36
<PAGE>

      beneficial interest requests through instructions to the Registrar from or
      through the Depositary and the Participant or Indirect Participant. The
      Trustee will deliver such Definitive Notes to the Persons in whose names
      such Notes are so registered. Any Definitive Note issued in exchange for a
      beneficial interest pursuant to this Section 2.06(c)(3)(4) will not bear
      the Private Placement Legend.

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

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

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

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

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

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

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

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

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

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

                                       37
<PAGE>

            (2) 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 (i) a Broker-Dealer, (ii) a Person
            participating in the distribution of the Exchange Notes or (iii) a
            Person who is an affiliate (as defined in Rule 144) of the Issuers;

                  (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:

                        (i) 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

                        (ii) 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 2.06(d)(2), the Trustee will cancel the Definitive Notes and
      increase or cause to be increased the aggregate principal amount of the
      Unrestricted Global Note.

            (3) 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 will 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 (2)(B), (2)(D)
      or (3) above at a time when an Unrestricted Global Note

                                       38
<PAGE>

      has not yet been issued, the Issuers will issue and, upon receipt of an
      Authentication Order in accordance with Section 2.02 hereof, the Trustee
      will authenticate one or more Unrestricted Global Notes in an aggregate
      principal amount equal to the principal amount of Definitive Notes so
      transferred.

      (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.06(e), the Registrar will register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must 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
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

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

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

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

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

            (2) 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 (i) a Broker-Dealer, (ii) a Person
            participating in the distribution of the Exchange Notes or (iii) a
            Person who is an affiliate (as defined in Rule 144) of the Issuers;

                  (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:

                                       39
<PAGE>

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

                        (ii) 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 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.

            (3) 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 Issuers will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate:

            (1) 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 accepted for exchange in the Exchange Offer by
      Persons that certify in the applicable Letters of Transmittal that (A)
      they are not Broker-Dealers, (B) they are not participating in a
      distribution of the Exchange Notes and (C) they are not affiliates (as
      defined in Rule 144) of the Issuers; and

            (2) Unrestricted Definitive Notes in an aggregate principal amount
      equal to the principal amount of the Restricted Definitive Notes accepted
      for exchange in the Exchange Offer by Persons that certify in the
      applicable Letters of Transmittal that (A) they are not Broker-Dealers,
      (B) they are not participating in a distribution of the Exchange Notes and
      (C) they are not affiliates (as defined in Rule 144) of the Issuers.

      Concurrently with the issuance of such Notes, the Trustee will cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Issuers will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

      (g) Legends. The following legends will 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.

            (1) Private Placement Legend.

                                       40
<PAGE>

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

"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS NOT A U.S.
PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON
AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT) (AN "IAI"), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME
PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE
144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN
EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER
THIS NOTE EXCEPT (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON
WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
(C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE
904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) TO AN IAI
THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE REGISTRATION
OF TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
NOTES AT THE TIME OF TRANSFER OF LESS THAN $250,000, AN OPINION OF COUNSEL
ACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN
WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE
BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND
SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE
IN VIOLATION OF THE FOREGOING RESTRICTIONS."

                  (B) Notwithstanding the foregoing, any Global Note or
            Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3),
            (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06
            (and all Notes issued in exchange therefor or substitution thereof)
            will not bear the Private Placement Legend.

                                       41
<PAGE>

            (2) Global Note Legend. Each Global Note will 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 (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE ISSUERS OR THEIR
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

            (3) Regulation S Temporary Global Note Legend. The Regulation S
      Temporary Global Note will bear a Legend in substantially the following
      form:

"THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON."

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

                                       42
<PAGE>

      (i) General Provisions Relating to Transfers and Exchanges.

            (1) To permit registrations of transfers and exchanges, the Issuers
      will execute and the Trustee will authenticate Global Notes and Definitive
      Notes upon receipt of an Authentication Order in accordance with Section
      2.02 hereof or at the Registrar's request.

            (2) No service charge will 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 Issuers may require payment
      of a sum sufficient to cover any transfer tax or similar governmental
      charge payable in connection therewith (other than any such transfer taxes
      or similar governmental charge payable upon exchange or transfer pursuant
      to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

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

            (4) All Global Notes and Definitive Notes issued upon any
      registration of transfer or exchange of Global Notes or Definitive Notes
      will be the valid obligations of the Issuers, 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.

            (5) Neither the Registrar nor the Issuers will 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
            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.

            (6) Prior to due presentment for the registration of a transfer of
      any Note, the Trustee, any Agent and the Issuers 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 Issuers shall be affected by notice to the contrary.

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

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

Section 2.07 Replacement Notes.

                                       43
<PAGE>

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

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

Section 2.08 Outstanding Notes.

      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 2.08
as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because an Issuers or an Affiliate of the Issuers holds
the Note; however, Notes held by the Issuers or a Subsidiary of an Issuer shall
not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

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

      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.

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

Section 2.09 Treasury Notes.

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

Section 2.10 Temporary Notes.

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

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

Section 2.11 Cancellation.

                                       44
<PAGE>

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

Section 2.12 Defaulted Interest.

      If the Issuers default in a payment of interest on the Notes, they will
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 Issuers will 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 Issuers will fix or cause to be fixed each such
special record date and payment date; provided that no such special record date
may 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 Issuers (or, upon
the written request of the Issuers, the Trustee in the name and at the expense
of the Issuers) will 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.

                                   ARTICLE 3
                            REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

      If the Issuers elect to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

            (1) the clause of this Indenture pursuant to which the redemption
      shall occur;

            (2) the redemption date;

            (3) the principal amount of Notes to be redeemed; and

            (4) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

      If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee will select Notes for redemption or
purchase on a pro rata basis except:

            (1) if the Notes are listed on any national securities exchange, in
      compliance with the requirements of the principal national securities
      exchange on which the Notes are listed; or

            (2) if otherwise required by law.

      In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior

                                       45
<PAGE>

to the redemption or purchase date by the Trustee from the outstanding Notes not
previously called for redemption or purchase.

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

Section 3.03 Notice of Redemption.

      (a) Subject to the provisions of Sections 3.09 and 3.10 hereof, at least
30 days but not more than 60 days before a redemption date, the Issuers will
mail or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date if
the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of this Indenture pursuant to Articles 8 or 11
hereof.

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

            (1) the redemption date;

            (2) the redemption price;

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

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

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

            (6) that, unless the Issuers default in making such redemption
      payment, interest on Notes called for redemption ceases to accrue on and
      after the redemption date;

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

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

      At the Issuers' request, the Trustee will give the notice of redemption in
the Issuers' names and at their expense; provided, however, that the Issuers
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.

                                       46
<PAGE>

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 or Purchase Price.

      One Business Day prior to the redemption or purchase date, the Issuers
will deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption or purchase price of and accrued interest and Additional
Interest, if any, on all Notes to be redeemed or purchased on that date. The
Trustee or the Paying Agent will promptly return to the Issuers any money
deposited with the Trustee or the Paying Agent by the Issuers in excess of the
amounts necessary to pay the redemption or purchase price of, and accrued
interest and Additional Interest, if any, on, all Notes to be redeemed or
purchased.

      If the Issuers comply with the provisions of the preceding paragraph, on
and after the redemption or purchase date, interest will cease to accrue on the
Notes or the portions of Notes called for redemption or purchase. If a Note is
redeemed or purchased on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Issuers to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase 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 or Purchased in Part.

      Upon surrender of a Note that is redeemed or purchased in part, the
Issuers will issue and, upon receipt of an Authentication Order, the Trustee
will authenticate for the Holder at the expense of the Issuers a new Note equal
in principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

Section 3.07 Optional Redemption.

      (a) At any time prior to June 1, 2007, the Issuers may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes issued
under this Indenture at a redemption price of 110% of the principal amount
thereof, plus accrued and unpaid interest and Additional Interest, if any, to,
but not including the redemption date, with the net cash proceeds of one or more
Public Equity Offerings; provided that:

            (1) at least 65% of the aggregate principal amount of Notes issued
      under this Indenture (excluding Notes held by the Company and its
      Subsidiaries) remains outstanding immediately after the occurrence of such
      redemption; and

            (2) the redemption occurs within 180 days of the date of the closing
      of such Public Equity Offering.

      (b) Except pursuant to the preceding paragraph or as otherwise set forth
below, the Notes will not be redeemable at the Issuers' option prior to June 1,
2008; provided, however, the Issuers may acquire the Notes by means other than a
redemption, whether pursuant to a tender offer, open market purchase or
otherwise, so long as such acquisition does not violate the terms of this
Indenture.

                                       47
<PAGE>

      (c) On or after June 1, 2008, the Issuers 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 Additional Interest, if any, on the Notes
redeemed to, but not including, the applicable redemption date, if redeemed
during the twelve-month period beginning on June 1 of the years indicated below,
subject to the rights of Holders on the relevant record date to receive interest
on the relevant interest payment date:

<TABLE>
<CAPTION>
Year                                                                                  Percentage
----                                                                                  ----------
<S>                                                                                   <C>
2008.............................................................................      105.000%
2009.............................................................................      102.500%
2010 and thereafter..............................................................      100.000%
</TABLE>

      Unless the Issuers default in the payment of the redemption price,
interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.

      (d) At any time prior to June 1, 2008, the Issuers may also redeem all or
a part of the Notes, upon not less than 30 nor more than 60 days' prior notice
mailed by first-class mail to each Holder's registered address, at a redemption
price equal to 100% of the principal amount of Notes redeemed plus the
Applicable Premium as of, and accrued and unpaid interest and Additional
Interest, if any, to, but not including, the date of redemption (the "Redemption
Date"), subject to the rights of Holders of Notes on the relevant record date to
receive interest due on the relevant interest payment date.

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

      (f) No redemption may be made by the Issuers pursuant to this Section 3.07
until the conditions set forth in Section 4 of the Escrow Agreement have been
satisfied.

Section 3.08 Mandatory Redemption.

      Except as described in Section 3.10 hereof, the Issuers are not required
to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

      In the event that, pursuant to Section 4.10 hereof, the Issuers are
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), they will follow the procedures specified below.

      The Asset Sale Offer shall be made to all Holders and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets. The Asset Sale Offer will remain open for
a period of at least 20 Business Days following its commencement and not more
than 30 Business Days, 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 Issuers will apply
all Excess Proceeds (the "Offer Amount") to the purchase of Notes and such other
pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than
the Offer Amount has been tendered, all Notes and other Indebtedness tendered in
response to the Asset Sale Offer. Payment for any Notes so purchased will 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 and
Additional Interest, if any, will be paid to the Person in

                                       48
<PAGE>

whose name a Note is registered at the close of business on such record date,
and no additional interest will be payable to Holders who tender Notes pursuant
to the Asset Sale Offer.

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

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

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

            (3) that any Note not tendered or accepted for payment will continue
      to accrue interest;

            (4) that, unless the Issuers default in making such payment, any
      Note accepted for payment pursuant to the Asset Sale Offer will cease to
      accrue interest after the Purchase Date;

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

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

            (7) that Holders will be entitled to withdraw their election if the
      Issuers, 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;

            (8) that, if the aggregate principal amount of Notes and other pari
      passu Indebtedness surrendered by holders thereof exceeds the Offer
      Amount, the Issuers will select the Notes and other pari passu
      Indebtedness to be purchased on a pro rata basis based on the principal
      amount of Notes and such other pari passu Indebtedness surrendered (with
      such adjustments as may be deemed appropriate by the Issuers so that only
      Notes in denominations of $1,000, or integral multiples thereof, will be
      purchased); and

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

      On or before the Purchase Date, the Issuers will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and will
deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers' Certificate stating that such Notes or portions
thereof were accepted for payment by the Issuers in accordance with the terms of
this Section 3.09. The Issuers, the Depositary or the Paying Agent, as the case
may be, will promptly (but in any case not later than five days after the
Purchase Date) mail or

                                       49
<PAGE>

deliver to each tendering Holder an amount equal to the purchase price of the
Notes tendered by such Holder and accepted by the Issuers for purchase, and the
Issuers will promptly issue a new Note, and the Trustee, upon written request
from the Issuers, will authenticate and mail or deliver (or cause to be
transferred by book entry) such new Note to such Holder, in a principal amount
equal to any unpurchased portion of the Note surrendered. Any Note not so
accepted shall be promptly mailed or delivered by the Issuers to the Holder
thereof. The Issuers will publicly announce the results of the Asset Sale Offer
on the Purchase Date.

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

Section 3.10 Special Mandatory Redemption.

      (a) The Escrow Property, in an aggregate amount of $175,000,000,
representing the gross proceeds from the issuance and sale of the Notes
deposited by the Issuers, will be held by the Escrow Agent in the Escrow Account
pursuant to the Escrow Agreement. The Escrow Property will be invested as
provided in the Escrow Agreement.

      (b) Pursuant to the Escrow Agreement, if the conditions contained in
Section 4 of the Escrow Agreement have not been satisfied by July 15, 2004, or
if the Issuers at any time in good faith determine that the conditions contained
in Section 4 of the Escrow Agreement cannot be satisfied by July 15, 2004, the
Issuers will cause a notice of special mandatory redemption to be mailed not
later than the next Business Day following July 15, 2004 and will redeem the
Notes not later than five Business Days following the date of the notice of the
special mandatory redemption, at a redemption price equal to 100% of the
principal amount of Notes, plus accrued and unpaid interest, to, but not
including the redemption date.

      (c) Immediately upon receipt by the Paying Agent of the Escrow Property,
the Trustee will notify the Holders of the date fixed for special mandatory
redemption pursuant to this Section 3.10.

      (d) Other than as specifically provided in this Section 3.10, any
redemption pursuant to this Section 3.10 will be made pursuant to the provisions
of Section 3.04 through 3.05 hereof.

                                   ARTICLE 4
                                   COVENANTS

Section 4.01 Payment of Notes.

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

      The Issuers will 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 will pay interest (including post-petition interest in any

                                       50
<PAGE>

proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

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

      The Issuers 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 will in any manner relieve the Issuers of
their obligation to maintain an office or agency in the Borough of Manhattan,
the City of New York for such purposes. The Issuers will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

      The Issuers hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Issuers in accordance with Section 2.03 hereof.

Section 4.03 Reports.

      (a) Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company shall file with the SEC, to the
extent such submissions are accepted for filing by the SEC, and shall provide to
the Trustee (within 15 days after it files (or would have been required to file)
with the SEC):

            (1) all quarterly financial information that would be required to be
      contained in a filing with the SEC on Forms 10-Q; and

            (2) all annual reports that would be required to be filed with the
      SEC on Form 10-K if the Company were required to file reports;

      as if the Company were required to file such forms; provided, however,
that the first quarterly report to be furnished pursuant to this paragraph shall
be furnished as soon as reasonably practicable following the end of such
quarterly period, but in no event later than August 15, 2004,

      All such reports will be prepared in all material respects in accordance
with all of the rules and regulations applicable to such reports. Each annual
report on Form 10-K will include a report on the Company's consolidated
financial statements by the Company's independent accountants. In addition,
following the consummation of the Exchange Offer contemplated by the
Registration Rights Agreement, the Company will file a copy of each of the
reports referred to in clauses (1) and (2) above with the SEC for public
availability within the time periods specified in the rules and regulations
applicable to such reports (unless the SEC will not accept such a filing).

      If, at any time after consummation of the Exchange Offer contemplated by
the Registration Rights Agreement, the Issuers are no longer subject to the
periodic reporting requirements of the

                                       51
<PAGE>

Exchange Act for any reason, the Company will nevertheless continue filing the
reports specified in the preceding paragraph with the SEC within the time
periods specified above unless the SEC will not accept such a filing. The
Company will not take any action for the purpose of causing the SEC not to
accept any such filings. If, notwithstanding the foregoing, the SEC will not
accept the Company's filings for any reason, the Company will post the reports
referred to in the preceding paragraph on its website within the time periods
that would apply if the Company were required to file those reports with the
SEC.

      (b) For so long as any Notes remain outstanding, if at any time they are
not required to file with the SEC the reports required by paragraph (a) of this
Section 4.03, the Issuers and the Guarantors will furnish to the Holders and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act. Section 4.04 Compliance Certificate.

      (a) The Issuers 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 Issuers and their Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Issuers have kept, observed, performed and fulfilled
their 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
Issuers have kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and are 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 has occurred, describing all such Defaults or
Events of Default of which he or she may have knowledge and what action the
Issuers are 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 Issuers are taking or propose 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 above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation or such other firm reasonably
acceptable to the Trustee) that in making the examination necessary for their
report on such financial statements, nothing has come to their attention that
would lead them to believe that the Issuers have violated any provisions of
Article 4 or Article 5 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) So long as any of the Notes are outstanding, the Issuers will 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 Issuers are taking or propose to take with respect
thereto.

Section 4.05 Taxes.

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

                                       52
<PAGE>

Section 4.06 Stay, Extension and Usury Laws.

      The Issuers and each of the Guarantors covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, 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 each of the
Issuers and the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law has been enacted.

Section 4.07 Restricted Payments.

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

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

            (2) purchase, redeem or otherwise acquire or retire for value
      (including, without limitation, in connection with any merger or
      consolidation involving the Company) any Equity Interests of the Company
      or any direct or indirect parent of the Company;

            (3) make any payment on or with respect to, or purchase, redeem,
      defease or otherwise acquire or retire for value, any Indebtedness of the
      Company or any Guarantor that is contractually subordinated to the Notes
      or to any Note Guarantee (excluding any intercompany Indebtedness between
      or among the Company and any of its Restricted Subsidiaries), except a
      payment of interest or principal at the Stated Maturity thereof; or

            (4) make any Restricted Investment;

      (all such payments and other actions set forth in these clauses (1)
      through (4) above being collectively referred to as "Restricted
      Payments"),

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

            (1) no Default or Event of Default has occurred and is continuing or
      would occur as a consequence of such Restricted Payment;

            (2) the Company would, 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

                                       53
<PAGE>

            (3) such Restricted Payment, together with the aggregate amount of
      all other Restricted Payments made by the Company and its Restricted
      Subsidiaries since the date of this Indenture (excluding Restricted
      Payments permitted by clauses (2), (3), (4), (5) (only to the extent of
      one-half of the amounts paid pursuant to such clause), (6), (8), (9),
      (10), (12), (13), (15) and (16) of Section 4.07(b) hereof), is less than
      the sum, without duplication, of:

                  (A) 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 prior to 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

                  (B) 100% of the aggregate net proceeds, including cash and the
            Fair Market Value of property other than cash, received by the
            Company since the date of this Indenture (x) as a contribution to
            its common equity capital or (y) from the issue or sale of Equity
            Interests of the Company or any direct or indirect parent company of
            the Company (other than Disqualified Stock, Designated Preferred
            Stock and Excluded Contributions) or from the issue or sale of
            convertible or exchangeable Disqualified Stock or convertible or
            exchangeable debt securities of the Company or any direct or
            indirect parent company 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

                  (C) to the extent that any Restricted Investment that was made
            after the date of this Indenture is sold for cash or otherwise
            liquidated or repaid for cash, 100% of the aggregate amount received
            in cash and the Fair Market Value of property other than cash
            received; plus

                  (D) to the extent that any Unrestricted Subsidiary of the
            Company designated as such after the date of this Indenture is
            redesignated as a Restricted Subsidiary after the date of this
            Indenture or has been merged into, consolidated or amalgamated with
            or into, or transfers or conveys its assets to, the Company or a
            Restricted Subsidiary of the Company, 100% of the Fair Market Value
            of the Company's Investment in such Subsidiary as of the date of
            such redesignation, combination or transfer (or of the assets
            transferred or conveyed, as applicable) after deducting any
            Indebtedness associated with the Unrestricted Subsidiary so
            designated or combined or any Indebtedness associated with the
            assets so transferred or conveyed); plus

                  (E) 100% of any dividends or distributions received by the
            Company or a Wholly-Owned Restricted Subsidiary of the Company after
            the date of this Indenture from an Unrestricted Subsidiary of the
            Company, to the extent that such dividends or distributions were not
            otherwise included in the Consolidated Net Income of the Company for
            such period.

      (b) The provisions of Section 4.07(a) hereof will not prohibit:

            (1) the payment of any dividend or distribution or the consummation
      of any redemption within 60 days after the date of declaration of the
      dividend or distribution or giving of the redemption notice, as the case
      may be, if, at the date of declaration or notice, the dividend,
      distribution or redemption payment would have complied with the provisions
      of this Indenture;

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            (2) the making of any Restricted Payment in exchange for, or out of
      the net cash proceeds of the substantially concurrent sale (other than to
      a Subsidiary of the Company) of, Equity Interests of the Company or any
      direct or indirect parent company of the Company (other than Disqualified
      Stock) or from the substantially concurrent contribution of common equity
      capital to the Company; provided that the amount of any such net cash
      proceeds that are utilized for any such Restricted Payment will be
      excluded from clause (3)(B) of Section 4.07(a) hereof;

            (3) the repurchase, redemption, defeasance or other acquisition or
      retirement for value of Indebtedness of the Company or any Restricted
      Subsidiary that is contractually subordinated to the Notes or to any Note
      Guarantee with the net cash proceeds from a substantially concurrent
      incurrence of Permitted Refinancing Indebtedness;

            (4) the payment of any dividend (or, in the case of any partnership
      or limited liability company, any similar distribution) by a Restricted
      Subsidiary of the Company to the holders of its Equity Interests on a pro
      rata basis;

            (5) the repurchase, redemption or other acquisition or retirement
      (or dividends or distributions to any direct or indirect parent company of
      the Company to finance any such repurchase, redemption or other
      acquisition or retirement) for value of any Equity Interests of the
      Company or any Restricted Subsidiary of the Company or any direct or
      indirect parent company of the Company held by any current or former
      officer, director or employee of the Company or any of its Restricted
      Subsidiaries or any direct or indirect parent company of the Company
      pursuant to any equity subscription agreement, stock option agreement,
      shareholders' or members' agreement or similar agreement, plan or
      arrangement; provided that the aggregate price paid for all such
      repurchased, redeemed, acquired or retired Equity Interests may not exceed
      $2.0 million in any calendar year (with unused amounts in any calendar
      year being permitted to be carried over for the two succeeding calendar
      years); provided further, that the amount in any calendar year may be
      increased by an amount not to exceed:

                  (a) the cash proceeds received by the Company or any of its
      Restricted Subsidiaries from the sale of Equity Interests (other than
      Disqualified Stock) of the Company or any direct or indirect parent
      company of the Company (to the extent contributed to the Company) to
      members of management, directors or consultants of the Company and its
      Restricted Subsidiaries or any direct or indirect parent company of the
      Company that occurs after the date of this Indenture (provided that the
      amount of such cash proceeds utilized for any such repurchase, retirement,
      other acquisition, or dividend or distribution will not increase the
      amount available for Restricted Payments under the second clause (3) of
      Section 4.07(a)); plus

                  (b) the cash proceeds of key man life insurance policies
      received by the Company or any direct or indirect parent company of the
      Company (to the extent contributed to the Company) and its Restricted
      Subsidiaries after the date of this Indenture;

      (provided that the Company may elect to apply all or any portion of the
      aggregate increase contemplated by clauses (a) and (b) above in any single
      calendar year);

            (6) the repurchase of Equity Interests deemed to occur upon the
      exercise of stock options to the extent such Equity Interests represent a
      portion of the exercise price of those stock options;

            (7) the declaration and payment of regularly scheduled or accrued
      dividends or distributions to holders of any class or series of
      Disqualified Stock of the Company or any

                                       55
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      Restricted Subsidiary of the Company issued on or after the date of this
      Indenture in accordance with the Fixed Charge Coverage Ratio test
      described in Section 4.09 hereof;

            (8) without duplication as to amounts distributable with respect to
      taxes under clause (9) below, so long as the Company is a pass-through or
      disregarded entity for U.S. federal income tax purposes, Tax Distributions
      to members of the Company in an amount, with respect to any period after
      the last day of the fiscal quarter preceding the issuance of the Notes in
      2004, not to exceed the Tax Amount for such period;

            (9) without duplication as to amounts distributed under clause (8)
      above, Permitted Payments to Parent;

            (10) purchases of receivables pursuant to a Receivables Repurchase
      Obligation in connection with a Qualified Receivables Financing;

            (11) the declaration and payment of dividends or distributions to
      holders of any class or series of Designated Preferred Stock (other than
      Disqualified Stock) issued after the date of this Indenture and the
      declaration and payment of dividends to any direct or indirect parent
      company of the Company, the proceeds or which will be used to fund the
      payment of dividends or distributions to holders of any class or series of
      Designated Preferred Stock (other than Disqualified Stock) of any direct
      or indirect parent company of the Company issued after the date of this
      Indenture; provided, however, that (A) for the most recently ended four
      full fiscal quarters for which internal financial statements are available
      immediately preceding the date of issuance of such Designated Preferred
      Stock, after giving effect to such issuance (and the payment of dividends
      or distributions) on a pro forma basis, the Company could incur an
      additional $1.00 of Indebtedness pursuant to the Fixed Charge Coverage
      Ratio, and (B) the aggregate amount of dividends declared and paid
      pursuant to this clause (11) does not exceed the net cash proceeds
      actually received by the Company (including any such proceeds contributed
      to the Company by any direct or indirect parent company of the Company)
      from any such sale of Designated Preferred Stock (other than Disqualified
      Stock) issued after the date of this Indenture;

            (12) any payments made in connection with the consummation of the
      Transactions (as such term is defined in the Offering Circular);

            (13) Investments that are made with Excluded Contributions;

            (14) other Restricted Payments in an aggregate amount not to exceed
      $10.0 million since the date of this Indenture;

            (15) the satisfaction of change of control obligations once the
      Company has fulfilled its obligations under this Indenture with respect to
      a Change of Control;

            (16) the repayment of intercompany debt that was permitted to be
      incurred under this Indenture; and

            (17) the payment of dividends or distributions on the Company's
      common equity (or the payment of dividends or distributions to a direct or
      indirect parent company of the Company to fund the payment by such parent
      company of dividends or distributions on its common equity) of up to 5.0%
      per calendar year of the net proceeds received by the Company from any
      Public Equity Offering or contributed to the Company by a direct or
      indirect parent company of the Company from any Public Equity Offering;
      provided that the amount of any such net cash

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<PAGE>

      proceeds that are utilized for any such Restricted Payment will be
      excluded from clause (3)(B) of Section 4.07(a) hereof;

      provided, however, that at the time of, and after giving effect to, any
Restricted Payment permitted under clauses (11) or (17) of this Section 4.07(b),
no Default or Event of Default shall have occurred and be continuing or would
occur as a consequence thereof.

      (c) The amount of all Restricted Payments (other than cash) will be the
Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

      (a) The Company will not, and will 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:

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

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

            (3) sell, lease or transfer any of its properties or assets to the
      Company or any of its Restricted Subsidiaries.

      (b) The restrictions in Section 4.08(a) hereof will not apply to
encumbrances or restrictions existing under or by reason of:

            (1) agreements governing Indebtedness outstanding on the date of
      this Indenture, the Credit Agreement and Credit Facilities as in effect on
      the date of this Indenture and any amendments, restatements,
      modifications, renewals, supplements, refundings, replacements or
      refinancings of those agreements; provided that the amendments,
      restatements, modifications, renewals, supplements, refundings,
      replacements or refinancings are not materially more restrictive, taken as
      a whole, with respect to such dividend and other payment restrictions than
      those contained in those agreements on the date of this Indenture;

            (2) this Indenture, the notes and the Note Guarantees;

            (3) applicable law, rule, regulation, order, approval, license,
      permit or similar restriction;

            (4) any instrument governing Indebtedness or Capital Stock of a
      Person acquired by the Company or any of its Restricted Subsidiaries as in
      effect at the time of such acquisition (except to the extent such
      Indebtedness or Capital Stock was incurred in connection with or in
      contemplation of such acquisition), which encumbrance or restriction is
      not applicable to any Person, or the properties or assets of any Person,
      other than the Person, or the property or assets of the Person, so
      acquired; provided that, in the case of Indebtedness, such Indebtedness
      was permitted by the terms of this Indenture to be incurred;

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            (5) non-assignment provisions or subletting restrictions in
      contracts, leases and licenses entered into in the ordinary course of
      business;

            (6) purchase money obligations for property (including Capital
      Stock) acquired in the ordinary course of business and Capital Lease
      Obligations that impose restrictions on the property purchased or leased
      of the nature described in clause (3) of Section 4.08(a) hereof;

            (7) any agreement for the sale or other disposition of the Capital
      Stock or assets of a Restricted Subsidiary that restricts distributions by
      that Restricted Subsidiary pending closing of the sale or other
      disposition;

            (8) Permitted Refinancing Indebtedness; provided that the
      restrictions contained in the agreements governing such Permitted
      Refinancing Indebtedness are not materially more restrictive, taken as a
      whole, than those contained in the agreements governing the Indebtedness
      being refinanced;

            (9) Liens permitted to be incurred under Section 4.12 hereof that
      limit the right of the debtor to dispose of the assets securing such
      Indebtedness;

            (10) provisions limiting the disposition or distribution of assets
      or property or transfer of Capital Stock in joint venture agreements,
      asset sale agreements, sale-leaseback agreements, stock sale agreements,
      limited liability company organizational documents, and other similar
      agreements entered into in the ordinary course of business or with the
      approval of the Company's Board of Directors, which limitation is
      applicable only to the assets, property or Capital Stock that are the
      subject of such agreements;

            (11) any encumbrance or restriction of a Receivables Subsidiary
      effected in connection with a Qualified Receivables Financing; provided,
      however, that such restrictions apply only to such Receivables Subsidiary;

            (12) restrictions on cash, Cash Equivalents, Marketable Securities
      or other deposits or net worth imposed by customers or lessors under
      contracts or leases entered into in the ordinary course of business;

            (13) other Indebtedness of Restricted Subsidiaries (i) that are
      Guarantors that is incurred subsequent to the date of this Indenture
      pursuant to Section 4.09(a) hereof or (ii) that is incurred subsequent to
      the date of this Indenture pursuant to clause (15) of Section 4.09(b)
      hereof;

            (14) encumbrances on property that exist at the time the property
      was acquired by the Company or a Restricted Subsidiary;

            (15) contractual encumbrances or restrictions in effect on the issue
      date, and any amendments, restatements, modifications, renewals,
      supplements, refundings, replacements or refinancings of those agreements;
      provided that the amendments, restatements, modifications, renewals,
      supplements, refundings, replacements or refinancings are not materially
      more restrictive, taken as a whole, with respect to such dividend and
      other payment restrictions than those contained in those agreements on the
      date of this Indenture; or

            (16) any encumbrances or restrictions imposed by any amendments or
      refinancings of the contracts, instruments or obligations referred to
      above in clauses (1) through (15); provided that

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      such amendments or refinancings are not materially more restrictive, taken
      as a whole, then such encumbrances and restrictions prior to such
      amendment or refinancing.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Equity.

      (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company will not issue any Disqualified Stock and will not permit
any of its Restricted Subsidiaries to issue any shares of preferred equity;
provided, however, that the Company may incur Indebtedness (including Acquired
Debt) or issue Disqualified Stock, and the Restricted Subsidiaries may incur
Indebtedness (including Acquired Debt) or issue preferred equity, if the Fixed
Charge Coverage Ratio for the Company's most recently ended four full fiscal
quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such
Disqualified Stock or such preferred equity is issued, as the case may be, would
have been at least 2.25 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 or the Disqualified Stock or the preferred equity
had been issued, as the case may be, at the beginning of such four-quarter
period.

      (b) The provisions of Section 4.09(a) hereof will not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

            (1) the incurrence by the Company or any of its Restricted
      Subsidiaries of additional Indebtedness and letters of credit and bankers'
      acceptances thereunder under Credit Facilities in an aggregate principal
      amount at any one time outstanding under this clause (1) (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 $200.0 million;

            (2) the incurrence by the Company and its Restricted Subsidiaries of
      Indebtedness to the extent outstanding on the date of this Indenture;

            (3) the incurrence by the Company and the Guarantors (including any
      future Guarantor) 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;

            (4) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness represented by Capital Lease Obligations,
      mortgage financings, industrial revenue bonds or purchase money
      obligations, synthetic lease obligations, or the Attributable Debt with
      respect to sale and leaseback transactions, in each case, incurred for the
      purpose of financing all or any part of the purchase price or cost of
      design, development, construction, installation or improvement of property
      (real or personal and including Capital Stock), plant or equipment used in
      the business of the Company or any of its Restricted Subsidiaries (in each
      case, whether through the direct purchase of such assets or the Equity
      Interests of any Person owning such assets), in an aggregate principal
      amount not to exceed at any time outstanding the greater of (x) $20.0
      million and (y) 5% of Total Assets;

            (5) the incurrence by the Company or any of its Restricted
      Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
      net proceeds of which are used to renew, refund, refinance, replace,
      defease or discharge any Indebtedness (other than intercompany

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      Indebtedness) that was permitted by this Indenture to be incurred under
      Section 4.09(a) hereof or clauses (2), (3), (4), (5), (12), (15) or (16)
      of this Section 4.09(b);

            (6) the incurrence by the Company or any of its Restricted
      Subsidiaries of intercompany Indebtedness between or among the Company and
      any of its Restricted Subsidiaries; provided, however, that:

                  (A) if the Company or any Guarantor is the obligor on such
            Indebtedness and the payee is not the Company or a Guarantor, such
            Indebtedness must be expressly subordinated to the prior payment in
            full in cash of all Obligations then due 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 of the
            Company, and (ii) any sale or other transfer of any such
            Indebtedness to a Person that is not either the Company or a
            Restricted Subsidiary of the Company, will be deemed, in each case,
            to constitute an incurrence of such Indebtedness by the Company or
            such Restricted Subsidiary, as the case may be, that was not
            permitted by this clause (6);

            (7) the issuance by any of the Company's Restricted Subsidiaries to
      the Company or to any of its Restricted Subsidiaries of shares of
      preferred equity; provided, however, that:

                  (A) any subsequent issuance or transfer of Equity Interests
            that results in any such preferred equity being held by a Person
            other than the Company or a Restricted Subsidiary of the Company,
            and

                  (B) any sale or other transfer of any such preferred equity to
            a Person that is not either the Company or a Restricted Subsidiary
            of the Company,

      will be deemed, in each case, to constitute an issuance of such preferred
      equity by such Restricted Subsidiary that was not permitted by this clause
      (7);

            (8) the incurrence by the Company or any of its Restricted
      Subsidiaries of Hedging Obligations in the ordinary course of business;

            (9) the guarantee by the Company or any of the Restricted
      Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary of
      the Company that was permitted to be incurred by another provision of this
      Section 4.09; provided that if the Indebtedness being guaranteed is
      subordinated to or pari passu with the Notes, then the Guarantee shall be
      subordinated or pari passu, as applicable, to the same extent as the
      Indebtedness guaranteed;

            (10) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness in respect of workers' compensation claims,
      payment obligations in connection with health or other types of social
      security benefits, unemployment or other insurance or self-insurance
      obligations, reclamation, statutory obligations, bankers' acceptances,
      performance, surety or similar bonds and letters of credit or completion
      or performance guarantees (including without limitation, performance
      guarantees pursuant to coal supply agreements or equipment leases), or
      other similar obligations in the ordinary course of business;

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            (11) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument
      inadvertently drawn against insufficient funds;

            (12) Indebtedness or Disqualified Stock of Persons that are acquired
      by the Company or any of its Restricted Subsidiaries or merged into a
      Restricted Subsidiary in accordance with the terms of this Indenture;
      provided, however, that such Indebtedness or Disqualified Stock is not
      incurred in contemplation of such acquisition or merger or to provide all
      or a portion of the funds or credit support required to consummate such
      acquisition or merger; provided further, however, that, for any such
      indebtedness outstanding under this clause (12) in excess of $10.0 million
      on the date such Person is acquired by the Company or a Restricted
      Subsidiary, after giving effect to such acquisition and the incurrence of
      such Indebtedness either:

                  (A) the Company would be permitted to incur at least $1.00 of
            additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
            test set forth in the first sentence of this Section 4.09; or

                  (B) the Fixed Charge Coverage Ratio would not be less than
            immediately prior to such acquisition;

            (13) Indebtedness incurred by a Receivables Subsidiary in a
      Qualified Receivables Financing that is not recourse to the Company or any
      Restricted Subsidiary of the Company other than a Receivables Subsidiary
      (except for Standard Securitization Undertakings);

            (14) the incurrence of Indebtedness arising from agreements of the
      Company or a Restricted Subsidiary providing for indemnification,
      adjustment of purchase price, earn outs, or similar obligations, in each
      case, incurred or assumed in connection with the disposition or
      acquisition of any business, assets or a Subsidiary in accordance with the
      terms of this Indenture, other than guarantees of Indebtedness incurred or
      assumed by any Person acquiring all or any portion of such business,
      assets or Subsidiary for the purpose of financing such acquisition;

            (15) the incurrence by the Company or any of its Restricted
      Subsidiaries of additional Indebtedness or the issuance of Disqualified
      Stock in an aggregate principal amount (or accreted value, as applicable)
      or having an aggregate liquidation preference at any time outstanding not
      to exceed $10.0 million (it being understood that any Indebtedness or
      Disqualified Stock incurred pursuant to this clause (15) shall cease to be
      deemed incurred or outstanding for purposes of this Section 4.09 from and
      after the date on which the Company, or the Restricted Subsidiary, as the
      case may be, could have incurred such Indebtedness or Disqualified Stock
      under Section 4.09(a) hereof without reliance upon this clause (15)); and

            (16) Contribution Indebtedness.

      The Company will not incur, and will not permit any Guarantor to incur,
any Indebtedness (including Permitted Debt) that is contractually subordinated
in right of payment to any other Indebtedness of the Company or such Guarantor
unless such Indebtedness is also contractually subordinated in right of payment
to the Notes and the applicable Note Guarantee on substantially identical terms;
provided, however, that no Indebtedness shall be deemed to be contractually
subordinated in right of payment to any other Indebtedness solely by virtue of
being unsecured or by virtue of being secured on a first or junior Lien basis.

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      For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (16) above
or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company
will be permitted to classify such item of Indebtedness on the date of its
incurrence and will only be required to include the amount and type of such
Indebtedness in one of the above clauses, although the Company may divide and
classify an item of Indebtedness in one or more of the types of Indebtedness and
may later reclassify all or a portion of such item of Indebtedness, in any
manner that complies with this Section 4.09. The accrual of interest, the
accretion or amortization of original issue discount, the payment of interest on
any Indebtedness in the form of additional Indebtedness with the same terms, the
reclassification of preferred equity as Indebtedness due to a change in
accounting principles, and the payment of dividends on Disqualified Stock in the
form of additional shares of the same class of Disqualified Stock will not be
deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock
for purposes of this Section 4.09; provided, in each such case, that the amount
of any such accrual, accretion or payment is included in Fixed Charges of the
Company as accrued. Notwithstanding any other provision of this Section 4.09,
the maximum amount of Indebtedness that the Company or any Restricted Subsidiary
may incur pursuant to this Section 4.09 shall not be deemed to be exceeded
solely as a result of fluctuations in exchange rates or currency values.

            The amount of any Indebtedness outstanding as of any date will be:

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

            (2) the principal amount of the Indebtedness, in the case of any
      other Indebtedness; and

            (3) in respect of Indebtedness of another Person secured by a Lien
      on the assets of the specified Person, the lesser of:

                  (A) the Fair Market Value of such assets at the date of
            determination; and

                  (B) the amount of the Indebtedness of the other Person.

Section 4.10 Asset Sales.

      The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

            (1) the Company (or the Restricted Subsidiary, as the case may be)
      receives consideration at the time of the Asset Sale at least equal to the
      Fair Market Value of the assets or Equity Interests issued or sold or
      otherwise disposed of; and

            (2) at least 75% of the consideration received in the Asset Sale by
      the Company or such Restricted Subsidiary is in the form of cash, Cash
      Equivalents or Marketable Securities. For purposes of this provision, each
      of the following shall be deemed to be cash:

                  (A) any liabilities of the Company or any Restricted
            Subsidiary (other than contingent liabilities and liabilities that
            are by their terms subordinated to the Notes or any Note Guarantee)
            that are assumed by the transferee of any such assets and as a
            result of which, the Company or such Restricted Subsidiary is
            released from further liability;

                                       62
<PAGE>

                  (B) any securities, notes, other obligations or assets
            received by the Company or any such Restricted Subsidiary from such
            transferee that are converted by the Company or such Restricted
            Subsidiary into cash or Cash Equivalents within 180 days of the
            receipt thereof, to the extent of the cash or Cash Equivalents
            received in that conversion;

                  (C) any Designated Non-cash Consideration received by the
            Company or any of its Restricted Subsidiaries in such Asset Sale;
            provided that the aggregate Fair Market Value of such Designated
            Non-cash Consideration, taken together with the Fair Market Value at
            the time of receipt of all other Designated Non-cash Consideration
            received pursuant to this clause (C) less the amount of Net Proceeds
            previously realized in cash from prior Designated Non-cash
            Consideration is less than the greater of (x) 5% of Total Assets at
            the time of the receipt of such Designated Non-cash Consideration
            (with the Fair Market Value of each item of Designated Non-cash
            Consideration being measured at the time received and without giving
            effect to subsequent changes in value), and (y) $15.0 million; and

                  (D) any Capital Stock or assets of the kind referred to in
            clauses (2) or (4) of the next paragraph of this Section 4.10.

      Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
the Company (or the applicable Restricted Subsidiary, as the case may be) may:

      (a) apply such Net Proceeds, at its option:

            (1) to repay (w) Indebtedness and other Obligations under a Credit
      Facility, (x) any Indebtedness that was secured by the assets sold in such
      Asset Sale, (y) other pari passu Indebtedness (provided, that the Company
      shall also equally and ratably reduce Indebtedness under the Notes by
      making an offer (in accordance with the procedures set forth below for an
      Asset Sale) to all Holders to purchase at a purchase price equal to 100%
      of the principal amount thereof, plus accrued and unpaid interest and
      Additional Interest, if any, the pro rata principal amount of Notes), or
      (z) Indebtedness of a Restricted Subsidiary that is not a Guarantor, in
      each case other than Indebtedness owed to the Company or an Affiliate of
      the Company;

            (2) to acquire all or substantially all of the assets of, or any
      Capital Stock of, another Permitted Business; provided, that in the case
      of any such acquisition of Capital Stock, the Permitted Business is or
      becomes a Restricted Subsidiary of the Company;

            (3) to make a capital expenditure; or

            (4) to acquire other assets that are not classified as current
      assets under GAAP and that are used or useful in a Permitted Business; or

      (b) enter into a binding commitment to apply the Net Proceeds pursuant to
clauses (a) (2), (3) or (4) above, provided that such binding commitment shall
be treated as a permitted application of the Net Proceeds from the date of such
commitment until the earlier of (x) the date on which such acquisition or
expenditure is consummated, and (y) the 180th day following the expiration of
the aforementioned 365 day period.

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

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      Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the second paragraph of this Section 4.10 will constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million,
within ten Business Days thereof, the Issuers will make an Asset Sale Offer to
all holders of notes and all holders of other Indebtedness that is pari passu
with the notes containing provisions similar to those set forth in this
Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets to purchase the maximum principal amount of Notes and such other
pari passu Indebtedness that may be purchased out of the Excess Proceeds. The
offer price in any Asset Sale Offer will be equal to 100% of the principal
amount plus accrued and unpaid interest and Additional Interest, if any, to, but
excluding, the date of purchase and will be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Issuers may use
those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee will select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds will be reset at zero.

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

Section 4.11 Transactions with Affiliates.

      (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Issuers (each, an "Affiliate Transaction"), involving
aggregate consideration in excess of $1.0 million, unless:

            (1) the Affiliate Transaction is on terms that are not materially
      less favorable to the Company or the relevant Restricted Subsidiary than
      those that would have been obtained in a comparable transaction by the
      Company or such Restricted Subsidiary with an unrelated Person; and

            (2) the Company delivers to the Trustee:

                  (A) a resolution of the Board of Directors of the Company set
            forth in an Officers' Certificate certifying that such Affiliate
            Transaction complies with this Section 4.11(a) and that such
            Affiliate Transaction has been approved by a majority of the
            disinterested members of the Board of Directors of the Company; and

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

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

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            (1) any employment agreement, employee benefit plan, officer or
      director indemnification agreement or any similar arrangement entered into
      by the Company or any of its Restricted Subsidiaries in the ordinary
      course of business and payments pursuant thereto;

            (2) transactions (including a merger) between or among the Company
      and/or any of its Restricted Subsidiaries;

            (3) transactions with a Person (other than an Unrestricted
      Subsidiary of the Company) that is an Affiliate of the Company solely
      because the Company owns, directly or through a Restricted Subsidiary, an
      Equity Interest in, or controls, such Person;

            (4) payment of reasonable fees to, and indemnity provided on behalf
      of, officers, directors, employees or consultants of the Company or any of
      its Restricted Subsidiaries or any direct or indirect parent company of
      the Company;

            (5) any issuance of Equity Interests (other than Disqualified Stock)
      of the Company to Affiliates of the Company or to any director, officer,
      employee or consultant of the Company or any direct or indirect parent
      company of the Company, and the granting and performance of registration
      rights;

            (6) Restricted Payments that do not violate Section 4.07 hereof;

            (7) the entering into any agreement to pay, and the payment of,
      customary annual management, consulting, monitoring and advisory fees and
      related expenses to the Equity Investors;

            (8) loans or advances to employees or consultants in the ordinary
      course of business not to exceed $2.0 million in the aggregate at any one
      time outstanding;

            (9) any transaction effected as part of a Qualified Receivables
      Financing;

            (10) any transaction in which the Company or any of its Restricted
      Subsidiaries, as the case may be, delivers to the Trustee a letter from an
      accounting, appraisal or investment banking firm of national standing
      stating that such transaction is fair to the Company or such Restricted
      Subsidiary from a financial point of view or that such transaction meets
      the requirements of clause (1) of Section 4.11(a);

            (11) the existence of, or the performance by the Company or any of
      its Restricted Subsidiaries of its obligations under the terms of, any
      acquisition agreements or members' or stockholders agreement or related
      documents to which it is a party as of the date of this Indenture and any
      amendment thereto or similar agreements which it may enter into
      thereafter; provided, however, that the existence of, or the performance
      by the Company or any of its Restricted Subsidiaries of its obligations
      under, any future amendment to any such existing agreement or under any
      similar agreement entered into after the date of this Indenture shall only
      be permitted by this clause (11) to the extent that the terms of any such
      existing agreement, together with all amendments thereto, taken as a
      whole, or such new agreement are not otherwise more disadvantageous to the
      Holders of the Notes in any material respect than the original agreement
      as in effect on the date of this Indenture;

            (12) transactions with Unrestricted Subsidiaries, customers,
      clients, suppliers, joint venture partners or purchasers or sellers of
      goods or services, or lessors or lessees of property, in

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      each case in the ordinary course of business and otherwise in compliance
      with the terms of this Indenture which are, in the aggregate (taking into
      account all the costs and benefits associated with such transactions),
      materially no less favorable to the Company or its Restricted Subsidiaries
      than those that would have been obtained in a comparable transaction by
      the Company or such Restricted Subsidiary with an unrelated Person, in the
      reasonable determination of the Board of Directors of the Company or
      senior management thereof, or are on terms at least as favorable as might
      reasonably have been obtained at such time from an unaffiliated party;

            (13) (x) guarantees of performance by the Company and its Restricted
      Subsidiaries of Unrestricted Subsidiaries in the ordinary course of
      business, except for guarantees of Indebtedness in respect of borrowed
      money, and (y) pledges of Equity Interests of Unrestricted Subsidiaries
      for the benefit of lenders of Unrestricted Subsidiaries;

            (14) if such Affiliate Transaction is with a Person in its capacity
      as a holder of Indebtedness or Capital Stock of the Company or any
      Restricted Subsidiary where such Person is treated no more favorably than
      the holders of Indebtedness or Capital Stock of the Company or any
      Restricted Subsidiary;

            (15) transactions effected pursuant to agreements in effect on the
      issue date and any amendment, modification or replacement of such
      agreement (so long as such amendment or replacement is not materially more
      disadvantageous to the holders of the notes, taken as a whole); and

            (16) payments to the Equity Investors made for any financial
      advisory, financing or other investment banking activities, including
      without limitation, in connection with acquisitions or divestitures, which
      payments are approved by a majority of the Board of Directors.

Section 4.12 Liens.

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

Section 4.14 Corporate Existence.

      Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect:

            (1) its corporate existence, and the corporate, partnership or other
      existence of each of its Subsidiaries, in accordance with the respective
      organizational documents (as the same may be amended from time to time) of
      the Company or any such Subsidiary; and

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            (2) the rights (charter and statutory), licenses and franchises of
      the Company and its Subsidiaries; provided, however, that the Company
      shall not be required to preserve any such right, license or franchise, or
      the corporate, partnership or other existence of any of its Subsidiaries,
      if the Board of Directors shall determine that the preservation thereof is
      no longer desirable in the conduct of the business of the Company and its
      Subsidiaries, taken as a whole, and that the loss thereof is not adverse
      in any material respect to the Holders of the Notes.

Section 4.15 Offer to Repurchase Upon Change of Control.

      (a) Upon the occurrence of a Change of Control, the Issuers will make an
offer (a "Change of Control Offer") to each Holder of the Notes to repurchase
all or any part (equal to $1,000 or an integral multiple of $1,000) of that
Holder's Notes at a purchase price in cash equal to 101% of the aggregate
principal amount of Notes repurchased plus accrued and unpaid interest and
Additional Interest, if any, on the Notes repurchased to the date of purchase,
subject to the rights of Holders on the relevant record date to receive interest
due on the relevant interest payment date (the "Change of Control Payment").
Within thirty days following any Change of Control, the Issuers will mail a
notice to each Holder describing the transaction or transactions that constitute
the Change of Control and stating:

            (1) that the Change of Control Offer is being made pursuant to this
      Section 4.15 and that all Notes tendered will be accepted for payment;

            (2) the purchase price and the purchase date, which shall be no
      earlier than 30 days and no later than 60 days from the date such notice
      is mailed (the "Change of Control Payment Date");

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

            (4) that, unless the Issuers default in the payment of the Change of
      Control Payment, all Notes accepted for payment pursuant to the Change of
      Control Offer will cease to accrue interest after the Change of Control
      Payment Date;

            (5) that Holders electing to have any Notes purchased pursuant to a
      Change of Control Offer will be required to surrender the Notes, with the
      form entitled "Option of Holder to Elect Purchase" attached to the Notes
      completed, or transfer by book-entry transfer, to the Paying Agent at the
      address specified in the notice prior to the close of business on the
      third Business Day preceding the Change of Control Payment Date;

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

            (7) that Holders whose Notes are being purchased only in part will
      be issued new Notes equal in principal amount to the unpurchased portion
      of the Notes surrendered, which unpurchased portion must be equal to
      $1,000 in principal amount or an integral multiple thereof.

      The Issuers will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.09 or 4.15

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<PAGE>

hereof, the Issuers will comply with the applicable securities laws and
regulations and will not be deemed to have breached their obligations under
Section 3.09 hereof or this Section 4.15 by virtue of such compliance.

      (b) On the Change of Control Payment Date, the Issuers will, to the extent
lawful:

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

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

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

      The Paying Agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any. The Issuers will publicly announce the results of
the Change of Control Offer on or as soon as practicable after the Change of
Control Payment Date.

      (c) Notwithstanding anything to the contrary in this Section 4.15, the
Issuers will not be required to make a Change of Control Offer upon a Change of
Control if (1) 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 4.15 and Section 3.09 hereof and purchases all Notes properly tendered
and not withdrawn under the Change of Control Offer, or (2) notice of redemption
has been given pursuant to Section 3.07 hereof, unless and until there is a
default in payment of the applicable redemption price.

Section 4.16 Limitation on Sale and Leaseback Transactions.

      The Company will not, and will 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:

            (1) after giving pro forma effect to the application of the proceeds
      from such transaction, the Company or that Restricted Subsidiary, as
      applicable, could have (a) incurred Indebtedness in an amount equal to the
      Attributable Debt relating to such sale and leaseback transaction under
      Section 4.09 hereof and (b) incurred a Lien to secure such Indebtedness
      pursuant to Section 4.12 hereof; and

            (2) 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 hereof.

Section 4.17 Payments for Consent.

      The Company will not, and will 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

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consent, waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.

Section 4.18 Additional Note Guarantees.

      If the Company or any of its Restricted Subsidiaries acquires or creates
another Domestic Subsidiary after the date of this Indenture, then that newly
acquired or created Domestic Subsidiary (unless such Subsidiary is a Receivables
Subsidiary) will become a Guarantor and execute a Note Guarantee pursuant to a
supplemental indenture and deliver an opinion of counsel satisfactory to the
Trustee within 30 days of the date on which it was acquired or created; provided
that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not
become a Guarantor until such time as it (i) ceases to be an Immaterial
Subsidiary and (ii) guarantees the Senior Credit Facility. The form of such Note
Guarantee is attached as Exhibit E hereto.

Section 4.19 Designation of Restricted and Unrestricted Subsidiaries.

      The Board of Directors of the Company may designate any Restricted
Subsidiary, other than Alpha Capital, to be an Unrestricted Subsidiary if that
designation would not cause a Default. If a Restricted Subsidiary is designated
as an Unrestricted Subsidiary, the aggregate Fair Market Value of all
outstanding Investments owned by the Company and its Restricted Subsidiaries in
the Subsidiary designated as Unrestricted will be deemed to be an Investment
made as of the time of the designation and will reduce the amount available for
Restricted Payments under Section 4.07 hereof or under one or more clauses of
the definition of Permitted Investments, as determined by the Company. That
designation will only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors of the Company may redesignate
any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation
would not cause a Default.

      Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of a resolution of the Board of Directors giving effect to such
designation and an officers' certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07 hereof.
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company will be in
default of such covenant. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the
Company; provided that such designation will 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 will only be
permitted if (1) such Indebtedness is permitted under Section 4.09 hereof,
calculated on a pro forma basis as if such designation had occurred at the
beginning of the four-quarter reference period; and (2) no Default or Event of
Default would be in existence following such designation.

Section 4.20 Restrictions on Activities of Alpha Capital

      In addition to the other restrictions set forth in this Indenture, Alpha
Capital shall not hold any material assets, become liable for any material
obligations or engage in any significant business activities; provided that
Alpha Capital may be a co-obligor (or a guarantor) with respect to Indebtedness
if the Company is a primary obligor (or a guarantor) of such Indebtedness and
the net proceeds of such

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Indebtedness are received by the Company or one or more of the Company's
Subsidiaries other than Alpha Capital, including in any event Indebtedness under
the Credit Facilities.

Section 4.21 Changes in Covenants upon Notes being Rated Investment Grade.

      If on any date following the date of this Indenture: (i) the Notes are
assigned an Investment Grade Rating from both of the Rating Agencies, and (ii)
no Default or Event of Default shall have occurred and be continuing, then,
beginning on that day, the covenants contained in Sections 4.07, 4.08, 4.09,
4.10, 4.11, 4.13 and 4.19 hereof, and clauses (1)(a) and (2) of Section 4.16 and
clause (4) of Section 5.01 shall terminate.

                                   ARTICLE 5
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

      Neither of the Issuers shall, directly or indirectly: (i) consolidate or
merge with or into another Person (whether or not the Company is the surviving
corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person, unless:

            (1) either:

                  (A) the Company or Alpha Capital is the surviving entity; or

                  (B) the Person formed by or surviving any such consolidation
            or merger (if other than the Company or Alpha Capital) or to which
            such sale, assignment, transfer, conveyance or other disposition has
            been made is a corporation organized or existing under the laws of
            the United States, any state of the United States or the District of
            Columbia;

            (2) the Person formed by or surviving any such consolidation or
      merger (if other than the Company or Alpha Capital) or the Person to which
      such sale, assignment, transfer, conveyance or other disposition has been
      made assumes all the obligations of such Issuer under the Notes, this
      Indenture and the Registration Rights Agreement pursuant to agreements
      reasonably satisfactory to the Trustee;

            (3) immediately after such transaction, no Default or Event of
      Default exists; and

            (4) the Issuers or the Person formed by or surviving any such
      consolidation or merger (if other than the Company or Alpha Capital), or
      to which such sale, assignment, transfer, conveyance or other disposition
      has been made 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:

                  (A) 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) hereof; or

                  (B) the Fixed Charge Coverage Ratio for the successor entity
            and its Restricted Subsidiaries would not be less than such ratio
            for the Company and its Restricted Subsidiaries immediately prior to
            such transaction

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      In addition, the Company will not, directly or indirectly, lease all or
substantially all of the properties and assets of it and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to any other
Person. This Section 5.01 will not apply to:

            (1) a merger of the Company or Alpha Capital with an Affiliate
      solely for the purpose of reincorporating the Company or Alpha Capital in
      another jurisdiction; or

            (2) any consolidation or merger, or any sale, assignment, transfer,
      conveyance, lease or other disposition of assets between or among the
      Company and its Restricted Subsidiaries; or

            (3) a merger so that the Company may become a "C corporation."

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

                                   ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

      Each of the following is an "Event of Default":

            (1) default for 30 days in the payment when due of interest on, or
      Additional Interest, if any, with respect to, the Notes;

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

            (3) failure by the Company or any of its Restricted Subsidiaries to
      comply with the provisions of Sections 4.15 or 5.01 hereof;

            (4) failure by the Company or any of its Restricted Subsidiaries for
      60 days after notice to the Company by the Trustee or the holders of at
      least 25% in aggregate principal amount of the Notes then outstanding
      voting as a single class to comply with any of the other agreements in
      this Indenture;

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            (5) 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 Significant
      Subsidiaries or group of Restricted Subsidiaries that taken as a whole
      would constitute a Significant Subsidiary (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 (but excluding Indebtedness owing to the Company or a
      Restricted Subsidiary), if that default:

                  (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 following the Stated
            Maturity of such Indebtedness (a "Payment Default"); or

                  (B) results in the acceleration of such Indebtedness prior to
            its Stated 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 $15.0 million or more;

      (6) failure by the Company or any of its Significant Subsidiaries, or
group of Restricted Subsidiaries that taken as a whole would constitute a
Significant Subsidiary, to pay final and non-appealable judgments entered by a
court or courts of competent jurisdiction aggregating in excess of $15.0 million
(net of any amounts which are covered by insurance or bonded), which judgments
are not paid, waived, satisfied discharged or stayed for a period of 60 days;

      (7) the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken 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) consents to the appointment of a custodian of it or for
            all or substantially all of its property,

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

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

      (8) 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 any group of
            Restricted Subsidiaries of the Company that, taken together, would
            constitute a Significant Subsidiary in an involuntary case;

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

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            all of the property of the Company or any of its Restricted
            Subsidiaries that is a Significant Subsidiary or any group of
            Restricted Subsidiaries of the Company that, taken together, would
            constitute a Significant Subsidiary; or

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

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

            (9) except as permitted by this Indenture, any Note Guarantee of any
      Significant Subsidiary or group of Restricted Subsidiaries that taken as a
      whole would constitute a Significant Subsidiary is held in any judicial
      proceeding to be unenforceable or invalid or ceases for any reason to be
      in full force and effect (other than in accordance with the terms of such
      Note Guarantee and this Indenture), or any Guarantor, or any Person acting
      on behalf of any Guarantor, denies or disaffirms its obligations under its
      Note Guarantee and such Default continues for 10 days.

Section 6.02 Acceleration.

      In the case of an Event of Default specified in clause (7) or (8) of
Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of
the Company that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken 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 aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately.

      Upon any such declaration, the Notes shall become due and payable
immediately.

      The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may, on behalf of all of the
Holders, rescind an acceleration and its consequences, if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium or Additional Interest, if
any, that has become due solely because of the acceleration) have been cured or
waived.

Section 6.03 Other Remedies.

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

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

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      Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Additional Interest, if any, or
interest on, the Notes (including in connection with an offer to purchase);
provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. 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 aggregate 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 Holder may pursue a remedy with respect to this Indenture or the Notes
only if:

            (1) such Holder has previously given the Trustee written notice that
      an Event of Default is continuing;

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

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

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

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

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

Section 6.07 Rights of Holders of Notes to Receive Payment.

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

Section 6.08 Collection Suit by Trustee.

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      If an Event of Default specified in Section 6.01(1) or (2) hereof occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Issuers for the whole amount of
principal of, premium and Additional Interest, if any, and interest remaining
unpaid on, the Notes and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

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

Section 6.10 Priorities.

      If the Trustee collects any money pursuant to this Article 6, 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, expenses
      and liabilities incurred, and all advances made, by the Trustee and the
      costs and expenses of collection;

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

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

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

Section 6.11 Undertaking for Costs.

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<PAGE>

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

                                   ARTICLE 7
                                     TRUSTEE

Section 7.01 Duties of Trustee.

      (a) If an Event of Default has occurred and is continuing, the Trustee
will 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:

            (1) the duties of the Trustee will 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

            (2) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.
      However, the Trustee will 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:

            (1) this paragraph does not limit the effect of paragraph (b) of
      this Section 7.01;

            (2) the Trustee will 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

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

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<PAGE>

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

Section 7.02 Rights of Trustee.

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

      (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee will 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 written advice of such counsel or any Opinion of Counsel will 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 will not be
responsible for the misconduct or negligence of any agent appointed with due
care.

      (d) The Trustee will 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 Issuers will be sufficient if signed by an
Officer of each of the Issuers.

      (f) The Trustee will 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 have offered to the Trustee reasonable indemnity
or security against the losses, liabilities and expenses that might be incurred
by it in compliance with such request or direction.

Section 7.03 Individual Rights of Trustee.

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

Section 7.04 Trustee's Disclaimer.

      The Trustee will not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Issuers' use of the proceeds from the Notes or any money
paid to the Issuers or upon the Issuers' direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will 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.

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

Section 7.06 Reports by Trustee to Holders of the Notes.

      (a) Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee will 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 will comply
with TIA Section 313(b)(2). The Trustee will 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 will be mailed by the Trustee to the Issuers and filed by the Trustee with
the SEC and each stock exchange on which the Notes are listed in accordance with
TIA Section 313(d). The Issuers will promptly notify the Trustee when the Notes
are listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

      (a) The Issuers will pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation will not be limited by any law on compensation of a
trustee of an express trust. The Issuers will reimburse the Trustee promptly
upon request for all reasonable and documented disbursements, advances and
expenses incurred or made by it in addition to the compensation for its
services. Such expenses will include the reasonable and documented compensation,
disbursements and expenses of the Trustee's agents and counsel.

      (b) The Issuers and the Guarantors will 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 reasonable and documented costs and expenses of
enforcing this Indenture against the Issuers and the Guarantors (including this
Section 7.07) and defending itself against any claim (whether asserted by the
Issuers, the Guarantors, any Holder or any other Person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to its negligence or bad faith. The Trustee will notify the Issuers
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Issuers will not relieve the Issuers or any of the Guarantors of
their obligations hereunder. The Issuers or such Guarantor will defend the claim
and the Trustee will cooperate in the defense. The Trustee may have separate
counsel and the Issuers will pay the reasonable and documented fees and expenses
of such counsel. Neither the Issuers nor any Guarantor need pay for any
settlement made without its consent, which consent will not be unreasonably
withheld.

      (c) The obligations of the Issuers and the Guarantors under this Section
7.07 will survive the satisfaction and discharge of this Indenture.

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      (d) To secure the Issuers' and the Guarantors' payment obligations in this
Section 7.07, the Trustee will 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 will survive the
satisfaction and discharge of this Indenture.

      (e) When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(7) or (8) 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 will 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 will 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 Issuers. The Holders of a majority
in aggregate principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may
remove the Trustee if:

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

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

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

            (4) the Trustee becomes incapable of acting.

      (c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Issuers will promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in aggregate principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Issuers.

      (d) If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuers, or
the Holders of at least 10% in aggregate principal amount of the then
outstanding Notes may petition 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 hereof, 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 will deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuers. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will 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.

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Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Issuers' obligations under Section 7.07 hereof will continue for the benefit of
the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

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

Section 7.10 Eligibility; Disqualification.

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

      This Indenture will 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 the Issuers.

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

                                   ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

      The Issuers may at any time, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes and Note
Guarantees upon compliance with the conditions set forth below in this Article
8.

Section 8.02 Legal Defeasance and Discharge.

      Upon the Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Issuers and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Note Guarantees) on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Issuers and the Guarantors will be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Notes (including the Note Guarantees), which will 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 clauses (1) and (2) below, and to have
satisfied all their other obligations under such Notes, the Note Guarantees and
this Indenture (and the Trustee, on demand of and at the expense of the Issuers,
shall execute proper instruments acknowledging the same), except for the
following provisions which will survive until otherwise terminated or discharged
hereunder:

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            (1) the rights of Holders of outstanding Notes to receive payments
      in respect of the principal of, or interest or premium and Additional
      Interest, if any, on, such Notes when such payments are due from the trust
      referred to in Section 8.04 hereof;

            (2) the Issuers' obligations with respect to such Notes under
      Article 2 and Section 4.02 hereof;

            (3) the rights, powers, trusts, duties and immunities of the Trustee
      hereunder and the Issuers' and the Guarantors' obligations in connection
      therewith; and

            (4) this Article 8.

      Subject to compliance with this Article 8, the Issuers may exercise their
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 Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Issuers and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from each of their obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19,
4.20 and clause (4) of Section 5.01 hereof with respect to the outstanding Notes
on and after the date the conditions set forth in Section 8.04 hereof are
satisfied (hereinafter, "Covenant Defeasance"), and the Notes will 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 will continue to be deemed "outstanding" for
all other purposes hereunder (it being understood that such Notes will not be
deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes and Note
Guarantees, the Issuers and the Guarantors may omit to comply with and will 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 will 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 and Note Guarantees will be unaffected thereby. In
addition, upon the Issuers' 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(3) through 6.01(5) hereof will
not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

      In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 8.02 or 8.03 hereof:

            (1) the Issuers must irrevocably deposit with the Trustee, in trust,
      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, in the opinion of a nationally recognized investment bank,
      appraisal firm, or firm of independent public accountants, to pay the
      principal of, premium and Additional Interest, if any, and interest on,
      the outstanding Notes on the stated date for payment thereof or on the
      applicable redemption date, as the case may be, and the Issuers must
      specify whether the Notes are being defeased to such stated date for
      payment or to a particular redemption date;

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            (2) in the case of an election under Section 8.02 hereof, the
      Issuers must deliver to the Trustee an Opinion of Counsel confirming that:

                  (A) the Issuers 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;

            (3) in the case of an election under Section 8.03 hereof, the
      Issuers must deliver to the Trustee an Opinion of Counsel 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;

            (4) no Default or Event of Default shall have occurred and be
      continuing on the date of such deposit (other than a Default or Event of
      Default resulting from the borrowing of funds to be applied to such
      deposit and the grant of any Lien securing such borrowing);

            (5) 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 (other than this Indenture) to which the Company
      or any of its Subsidiaries is a party or by which the Company or any of
      its Subsidiaries is bound;

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

            (7) the Issuers 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.

      Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
will 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 an Issuer 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 Additional Interest, 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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      The Issuers will 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.

      Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Issuers from time to time upon the request of the
Issuers 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(1) 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 Issuers.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Issuers, in trust for the payment of the principal of, premium or Additional
Interest, if any, or interest on, any Note and remaining unclaimed for two years
after such principal, premium or Additional Interest, if any, or interest has
become due and payable shall be paid to the Issuers on its request or (if then
held by the Issuers) will be discharged from such trust; and the Holder of such
Note will thereafter be permitted to look only to the Issuers for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Issuers as trustee thereof, will
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
Issuers 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 will not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Issuers.

Section 8.07 Reinstatement.

      If the Trustee or Paying Agent is unable to apply any U.S. 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 Issuers' and the Guarantors' obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Issuers make any payment of principal of, premium or
Additional Interest, if any, or interest on, any Note following the
reinstatement of its obligations, the Issuers will be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                   ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

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

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

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

            (3) to provide for the assumption of the Issuers' or a Guarantor's
      obligations to the Holders of the Notes and Note Guarantees by a successor
      to the Issuers or such Guarantor pursuant to Article 5 or Article 10
      hereof;

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

            (5) to comply with requirements of the SEC in order to effect or
      maintain the qualification of this Indenture under the TIA;

            (6) to conform the text of this Indenture or the Notes to any
      provision of the "Description of Notes" section of the Offering Circular,
      to the extent that such provision in that "Description of Notes" was
      intended to be a verbatim recitation of a provision of this Indenture, the
      Note Guarantees or the Notes;

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

            (8) to allow any Guarantor to execute a supplemental indenture
      and/or a Note Guarantee with respect to the Notes.

      Upon the request of the Issuers accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee will join with the Issuers and the Guarantors in the
execution of any amended or supplemental indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee will 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.

      Except as provided below in this Section 9.02, the Issuers and the Trustee
may amend or supplement this Indenture (including, without limitation, Sections
3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the
consent of the Holders of at least a majority in aggregate principal amount of
the then outstanding Notes voting as a single class (including, without
limitation, consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07
hereof, any existing Default or Event of Default (other than a Default or Event
of Default in the payment of the principal of, premium or Additional Interest,
if any, or interest on, the Notes, except a payment default resulting from an
acceleration that has been rescinded) or compliance with any provision of this
Indenture or the Notes or the Note Guarantees may be waived with the consent of
the Holders of a majority in aggregate principal amount of the then outstanding
Notes (including, without limitation, Additional Notes, if any) voting as a
single class (including, without limitation, consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Notes). Section
2.08 hereof shall determine which Notes are considered to be "outstanding" for
purposes of this Section 9.02.

      Upon the request of the Issuers accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt

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by the Trustee of the documents described in Section 7.02 hereof, the Trustee
will join with the Issuers and the Guarantors in the execution of such amended
or supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental Indenture.

      It is 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 is sufficient if such consent approves the
substance thereof.

      After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Issuers will mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Issuers to mail such notice, or any defect therein, will not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Issuers with
any provision of this Indenture or the Notes or the Note Guarantees. However,
without the consent of each Holder affected, an amendment, supplement or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

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

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

            (3) reduce the rate of or change the time for payment of interest,
      including default interest, on any Note;

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

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

            (6) 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 Additional Interest,
      if any, on, the Notes;

            (7) waive a redemption payment with respect to any Note (other than
      a payment required by Sections 3.09, 4.10 or 4.15 hereof);

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

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

Section 9.03 Compliance with Trust Indenture Act.

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      Every amendment or supplement to this Indenture or the Notes will be set
forth in a amended or supplemental indenture 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 amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Notes.

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

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

Section 9.06 Trustee to Sign Amendments, etc.

      The Trustee will sign any amended or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Issuers
may not sign an amended or supplemental indenture until the Board of Directors
of each Issuer approves it. In executing any amended or supplemental indenture,
the Trustee will be entitled to receive and (subject to Section 7.01 hereof)
will be fully protected in relying upon, in addition to the documents required
by Section 12.04 hereof, an Officers' Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.

                                   ARTICLE 10
                                 NOTE GUARANTEES

Section 10.01 Guarantee.

      (a) Subject to this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Issuers hereunder or thereunder, that:

            (1) the principal of, premium and Additional Interest, if any, and
      interest on, the Notes will be promptly paid in full when due, whether at
      maturity, by acceleration, redemption or otherwise, and interest on the
      overdue principal of and interest on the Notes, if any, if lawful, and all
      other obligations of the Issuers 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

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            (2) in case of any extension of time of payment or renewal of any
      Notes or any of such other obligations, that same will be promptly paid in
      full when due or performed in accordance with the terms of the extension
      or renewal, whether at stated maturity, by acceleration or otherwise.

      Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors will 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.

      (b) The Guarantors hereby agree that their obligations hereunder are
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 Issuers, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Issuers, any right to require a
proceeding first against the Issuers, protest, notice and all demands whatsoever
and covenant that this Note Guarantee will 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 Issuers, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Issuers or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.

      (d) Each Guarantor agrees that it will 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, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 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 (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantors for
the purpose of this Note Guarantee. The Guarantors will 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 any
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 that will, after giving effect
to such maximum amount and 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 10, result in the obligations of such Guarantor
under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.02 Execution and Delivery of Note Guarantee.

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      To evidence its Note Guarantee set forth in Section 10.01 hereof, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form attached as Exhibit E hereto will be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee and that this
Indenture will be executed on behalf of such Guarantor by one of its Officers.

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

      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 will be valid
nevertheless.

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

      In the event that the Company or any of its Restricted Subsidiaries
creates or acquires any Domestic Subsidiary after the date of this Indenture, if
required by Section 4.18 hereof, the Issuers will cause such Domestic Subsidiary
to comply with the provisions of Section 4.18 hereof and this Article 10, to the
extent applicable.

Section 10.03 Guarantors May Consolidate, etc., on Certain Terms.

      Except as otherwise provided in Section 10.04 hereof, no Guarantor may
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 Issuers or another Guarantor,
unless:

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

            (2) either:

                  (a) subject to Section 10.04 hereof, the Person acquiring the
      property in any such sale or disposition or the Person formed by or
      surviving any such consolidation or merger unconditionally assumes all the
      obligations of that Guarantor under this Indenture, its Note Guarantee and
      the Registration Rights Agreement on the terms set forth herein or
      therein, pursuant to a supplemental indenture in form and substance
      reasonably satisfactory to the Trustee; or

                  (b) the Net Proceeds of such sale or other disposition are
      applied in accordance with the applicable provisions of this Indenture,
      including without limitation, Section 4.10 hereof.

      In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the 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 the Guarantor,
such successor Person will succeed to and be substituted for the 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 Issuers and delivered to the Trustee. All the Note
Guarantees so issued will in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees

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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.

      Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Guarantor with or into an
Issuer or another Guarantor, or will prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Issuers or another Guarantor.

Section 10.04 Releases.

      (a) In the event of any sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the Capital Stock of any
Guarantor, in each case to a Person that is not (either before or after giving
effect to such transactions) the Company or a Restricted Subsidiary of the
Company, then such Guarantor (in the event of a sale or other disposition, by
way of merger, consolidation or otherwise, of all of the Capital Stock of such
Guarantor) or the corporation acquiring the property (in the event of a sale or
other disposition of all or substantially all of the assets of such Guarantor)
will be released and relieved of any obligations under its Note Guarantee;
provided that the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without
limitation Section 4.10 hereof. Upon delivery by the Issuers to the Trustee of
an Officers' Certificate and an Opinion of Counsel to the effect that such sale
or other disposition was made by the Company in accordance with the provisions
of this Indenture, including without limitation Section 4.10 hereof, the Trustee
will execute any documents reasonably required in order to evidence the release
of any Guarantor from its obligations under its Note Guarantee.

      (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture, such Guarantor will be released and
relieved of any obligations under its Note Guarantee.

      (c) Upon Legal Defeasance in accordance with Article 8 hereof or
satisfaction and discharge of this Indenture in accordance with Article 11
hereof, each Guarantor will be released and relieved of any obligations under
its Note Guarantee.

      (d) Upon the release of such Guarantor's guarantee under the Credit
Agreement.

      Any Guarantor not released from its obligations under its Note Guarantee
as provided in this Section 10.05 will remain liable for the full amount of
principal of and interest and premium and Additional Interest, if any, on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 10.

                                   ARTICLE 11
                           SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

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

            (1) either:

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                  (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 or segregated
      and held in trust by the Issuers and thereafter repaid to the Issuers,
      have been delivered to the Trustee for cancellation; or

                  (b) all Notes that have not been delivered to the Trustee for
      cancellation have become due and payable by reason of the mailing of a
      notice of redemption or otherwise or will become due and payable within
      one year and the Issuers 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 Additional Interest,
      if any, and accrued interest to the date of maturity or redemption;

            (2) no Default or Event of Default has occurred and is continuing on
      the date of such deposit (other than a Default or Event of Default
      resulting from the borrowing of funds to be applied to such deposit) and
      the deposit will not result in a breach or violation of, or constitute a
      default under, any other instrument to which the Issuers or any Guarantor
      is a party or by which the Issuers or any Guarantor is bound;

            (3) the Issuers or any Guarantor have paid or caused to be paid all
      sums payable by it under this Indenture; and

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

In addition, the Issuers must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

      Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will
survive. In addition, nothing in this Section 11.01 will be deemed to discharge
those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 11.02 Application of Trust Money.

      Subject to the provisions of Section 8.06 hereof, all money deposited with
the Trustee pursuant to Section 11.01 hereof 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 or
Alpha Capital acting as their own Paying Agent) as the Trustee may determine, to
the Persons entitled thereto, of the principal (and premium and Additional
Interest, 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.

      If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 11.01 hereof by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Issuers' and any Guarantor's obligations under this Indenture and the Notes
shall be

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revived and reinstated as though no deposit had occurred pursuant to Section
11.01 hereof; provided that if the Issuers have made any payment of principal
of, premium or Additional Interest, if any, or interest on, any Notes because of
the reinstatement of its obligations, the Issuers shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.

                                   ARTICLE 12
                                  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 will control.

Section 12.02 Notices.

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

      If to the Issuers and/or any Guarantor:

      Alpha Natural Resources, LLC
      406 West Main Street
      Abingdon, Virginia 24210
      Facsimile No.: (276) 628-9025
      Attention: Chief Financial Officer

      With a copy to:
      Bartlit Beck Herman Palenchar & Scott LLP
      1899 Wynkoop Street, Suite 800
      Denver, CO 80202
      Facsimile No.: (303) 592-3140
      Attention: Polly S. Swartzfager

      If to the Trustee:
      Wells Fargo Bank, National Association
      213 Court Street, Suite 703
      Middletown, CT 06457
      Facsimile No.: (860) 704-6219
      Attention: Joseph P. O'Donnell

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

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

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      Any notice or communication to a Holder will 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 will 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 will
not affect its sufficiency with respect to other Holders.

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

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

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

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

Section 12.04 Certificate and Opinion as to Conditions Precedent.

      Upon any request or application by the Issuers to the Trustee to take any
action under this Indenture (other than in connection with the Authentication
Order, dated the date hereof, and delivered to the Trustee in connection with
the issuance of the Initial Notes), the Issuers shall furnish to the Trustee:

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

            (2) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee (which must include the statements set forth
      in Section 12.05 hereof) stating that, in the opinion of such counsel, all
      such conditions precedent and covenants have been satisfied.

Section 12.05 Statements Required in Certificate or Opinion.

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

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

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

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

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

                                       92
<PAGE>

Section 12.06 Rules by Trustee and Agents.

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

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

      No past, present or future director, manager, officer, employee,
incorporator, stockholder or member of the Issuers or any Guarantor, as such,
will have any liability for any obligations of the Issuers 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. 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.

Section 12.08 Governing Law.

      THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09 No Adverse Interpretation of Other Agreements.

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

Section 12.10 Successors.

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

Section 12.11 Severability.

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

Section 12.12 Counterpart Originals.

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

Section 12.13 Table of Contents, Headings, etc.

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

                                       93
<PAGE>

                         [Signatures on following page]

                                       94
<PAGE>

                                   SIGNATURES

Dated as of May18, 2004

                                          ALPHA NATURAL RESOURCES, LLC

                                          By:  /s/Michael J. Quillen
                                                 Name: Michael J. Quillen
                                                 Title: President

                                          ALPHA NATURAL RESOURCES CAPITAL CORP.

                                          By:    /s/ Michael J. Quillen
                                                 Name: Michael J. Quillen
                                                 Title: President

                                          ALPHA COAL SALES CO., LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          ALPHA ENERGY GLOBAL MARKETING, LLC

                                                 By:  /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          ALPHA LAND AND RESERVES, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          ALPHA TERMINAL COMPANY, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

<PAGE>

                                          AMFIRE HOLDINGS, INC.

                                                 By:  /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          AMFIRE MINING COMPANY, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          AMFIRE, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          AMFIRE WV, L.P.

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          BROOKS RUN MINING COMPANY, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          DICKENSON-RUSSELL COAL COMPANY, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          ENTERPRISE MINING COMPANY, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President
<PAGE>

                                          ESPERANZA COAL CO., LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          GALLUP TRANSPORTATION AND TRANSLOADING
                                          COMPANY, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          HERNDON PROCESSING COMPANY, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          KEPLER PROCESSING COMPANY, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          KINGWOOD MINING COMPANY, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          LITWAR PROCESSING COMPANY, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          MAXXIM REBUILD CO., LLC

                                          By:    /s/ Vaughn R. Groves

<PAGE>

                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          MAXXIM SHARED SERVICES, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          MAXXUM CARBON RESOURCES, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          MCDOWELL-WYOMING COAL COMPANY, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          NATIONAL KING COAL LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          NEWHALL MINING COMPANY, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          PARAMONT COAL COMPANY VIRGINIA, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

<PAGE>

                                          RIVERSIDE ENERGY COMPANY, LLC

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

                                          SOLOMONS MINING COMPANY

                                          By:    /s/ Vaughn R. Groves
                                                 Name: Vaughn R. Groves
                                                 Title: Vice President

<PAGE>

                                      WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                      as Trustee

                                      By:   /s/ Joseph P. O'Donnell
                                            Name: Joseph P. O'Donnell
                                            Title: Assistant Vice President

<PAGE>

                                                                      EXHIBIT A1

                                 [Face of Note]

                                                         CUSIP/CINS ____________

                            10% Senior Notes due 2012

No. ___                                                            $____________

                          ALPHA NATURAL RESOURCES, LLC
                                       and
                      ALPHA NATURAL RESOURCES CAPITAL CORP.

promise to pay to [__________] or registered assigns,

the principal sum of __________________________________________________ DOLLARS
on _____________, 20___.

Interest Payment Dates:  June 1 and December 1

Record Dates:  May 15 and November 15

Dated:  May 18, 2004

                                      ALPHA NATURAL RESOURCES, LLC

                                      By:  _____________________________________
                                           Name:
                                           Title:

                                      ALPHA NATURAL RESOURCES CAPITAL CORP.

                                      By:  _____________________________________
                                           Name:
                                           Title:

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

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

By: ______________________________
         Authorized Signatory

                                      A1-1
<PAGE>

                                 [Back of Note]
                            10% Senior Notes due 2012

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

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

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

            (1) INTEREST. Alpha Natural Resources, LLC, a Delaware limited
      liability company (the "Company"), and Alpha Natural Resources Capital
      Corp ("Alpha Capital" and, together with the Company, the "Issuers"),
      promise to pay interest on the principal amount of this Note at 10% per
      annum from May 18, 2004 until maturity and shall pay the Additional
      Interest, if any, payable pursuant to Section 6 of the Registration Rights
      Agreement referred to below. The Issuers will pay interest and Additional
      Interest, if any, semi-annually in arrears on June 1 and December 1 of
      each year, or if any such day is not a Business Day, on the next
      succeeding Business Day (each, an "Interest Payment Date"). Interest on
      the Notes will accrue from the most recent date to which interest has been
      paid or, if no interest has been paid, from the date of issuance; provided
      that if there is no existing Default in the payment of interest, and if
      this Note is authenticated between a record date referred to on the face
      hereof and the next succeeding Interest Payment Date, interest shall
      accrue from such next succeeding Interest Payment Date; provided further
      that the first Interest Payment Date shall be December 1, 2004. The
      Issuers will 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 to the extent lawful; it will pay interest
      (including post-petition interest in any proceeding under any Bankruptcy
      Law) on overdue installments of interest and Additional Interest, if any,
      (without regard to any applicable grace periods) from time to time on
      demand at the same rate to the extent lawful. Interest will be computed on
      the basis of a 360-day year of twelve 30-day months.

            (2) METHOD OF PAYMENT. The Issuers will pay interest on the Notes
      (except defaulted interest) and Additional Interest, if any, to the
      Persons who are registered Holders of Notes at the close of business on
      the May 15 or November 15 next preceding the Interest Payment Date, even
      if such Notes are canceled after such record date and on or before such
      Interest Payment Date, except as provided in Section 2.12 of the Indenture
      with respect to defaulted interest. The Notes will be payable as to
      principal, premium and Additional Interest, if any, and interest at the
      office or agency of the Issuers maintained for such purpose within or
      without the City and State of New York, or, at the option of the Issuers,
      payment of interest and Additional Interest, if any, may be made by check
      mailed to the Holders at their addresses set forth in the register of
      Holders; provided that payment by wire transfer of immediately available
      funds will be required with respect to principal of and interest, premium
      and Additional Interest, if any, on, all Global Notes and all other Notes
      the Holders of which will have provided wire transfer instructions to the
      Issuers or the Paying Agent. Such payment will 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, Wells Fargo Bank,
      National Association, the Trustee under the Indenture, will act as Paying
      Agent and Registrar. The Issuers may change any Paying Agent or Registrar
      without notice to any Holder. The Company or any of its Subsidiaries may
      act in any such capacity.

                                      A1-2

<PAGE>

            (4) INDENTURE. The Issuers issued the Notes under an Indenture dated
      as of May 18, 2004 (the "Indenture") among the Issuers, 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 TIA. The Notes
      are subject to all such terms, and Holders are referred to the Indenture
      and such Act for a statement of such terms. To the extent any provision of
      this Note conflicts with the express provisions of the Indenture, the
      provisions of the Indenture shall govern and be controlling. The Notes are
      unsecured obligations of the Issuers. The Indenture does not limit the
      aggregate principal amount of Notes that may be issued thereunder.

            (5) OPTIONAL REDEMPTION.

      (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5,
the Company will not have the option to redeem the Notes prior to June 1, 2008.
On or after June 1, 2008, the Issuers 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 Additional Interest, if any, on the Notes redeemed to, but
not including, the applicable redemption date, if redeemed during the
twelve-month period beginning on June 1 of the years indicated below, subject to
the rights of Holders on the relevant record date to receive interest on the
relevant interest payment date:

<TABLE>
<CAPTION>
Year                                       Percentage
----                                       ----------
<S>                                        <C>
2008..................................      105.000%
2009..................................      102.500%
2010 and thereafter...................      100.000%
</TABLE>

      Unless the Company defaults in the payment of the redemption price,
interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.

      (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph
5, at any time prior to June 1, 2007, the Issuers may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes issued
under this Indenture at a redemption price of 110% of the principal amount
thereof, plus accrued and unpaid interest and Additional Interest, if any, to,
but not including the redemption date, with the net cash proceeds of one or more
Public Equity Offerings; provided that at least 65% in aggregate principal
amount of the Notes issued under the Indenture (excluding Notes held by the
Company and its Subsidiaries) remains outstanding immediately after the
occurrence of such redemption and that such redemption occurs within 180 days of
the date of the closing of such Public Equity Offering.

      (c) At any time prior to June 1, 2008, the Issuers may also redeem all or
a part of the Notes, upon not less than 30 nor more than 60 days' prior notice
mailed by first-class mail to each Holder's registered address, at a redemption
price equal to 100% of the principal amount of Notes redeemed plus the
Applicable Premium as of, and accrued and unpaid interest and Additional
Interest, if any, to, but not including, the date of redemption (the "Redemption
Date"), subject to the rights of Holders of Notes on the relevant record date to
receive interest due on the relevant interest payment date.

            (6) MANDATORY REDEMPTION.

      (a) Except as set forth in subparagraph (b) of this Paragraph 6, the
Issuers are not be required to make mandatory redemption or sinking fund
payments with respect to the Notes.

      (b) If the conditions contained in Section 4 of that certain Escrow
Agreement (as defined in the Indenture) have not been satisfied by July 15,
2004, or if the Issuers at any time in good faith determine

                                      A1-3

<PAGE>

that the conditions contained in Section 4 of the Escrow Agreement cannot be
satisfied prior to, or on, July 15, 2004, the Issuers will cause a notice of
special mandatory redemption to be mailed not later than the next Business Day
following July 15, 2004 and will redeem the Notes not later than five Business
Days following the date of the notice of the special mandatory redemption, at a
redemption price equal to 100% of the principal amount of Notes, plus accrued
and unpaid interest, to, but not including the redemption date.

            (7) REPURCHASE AT THE OPTION OF HOLDER.

                  (a) If there is a Change of Control, the Issuers will make an
      offer (a "Change of Control Offer") to each Holder of the Notes to
      repurchase all or any part (equal to $1,000 or an integral multiple of
      $1,000) of that Holder's Notes at a purchase price in cash equal to 101%
      of the aggregate principal amount of Notes repurchased plus accrued and
      unpaid interest and Additional Interest, if any, on the Notes repurchased
      to the date of purchase, subject to the rights of Holders on the relevant
      record date to receive interest due on the relevant interest payment date
      (the "Change of Control Payment"). Within 30 days following any Change of
      Control, the Company will mail a notice to each Holder setting forth the
      procedures governing the Change of Control Offer as required by the
      Indenture.

                  (b) If the Company or a Restricted Subsidiary of the Company
      consummates any Asset Sales, within ten business days of each date on
      which the aggregate amount of Excess Proceeds exceeds $15.0 million, the
      Issuers will commence an offer to all Holders of Notes and all holders of
      other Indebtedness that is pari passu with the Notes containing provisions
      similar to those set forth in the Indenture with respect to offers to
      purchase or redeem with the proceeds of sales of assets (an "Asset Sale
      Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum
      principal amount of Notes and such other pari passu Indebtedness that may
      be purchased out of the Excess Proceeds at an offer price in cash in an
      amount equal to 100% of the principal amount thereof plus accrued and
      unpaid interest and Additional Interest, if any, thereon to, but
      excluding, the date of purchase, in accordance with the procedures set
      forth in the Indenture. To the extent that the aggregate amount of Notes
      and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer
      is less than the Excess Proceeds, the Company (or such Restricted
      Subsidiary) may use such deficiency for any purpose not otherwise
      prohibited by the Indenture. If the aggregate principal amount of Notes
      and other pari passu Indebtedness tendered into such Asset Sale Offer
      exceeds the amount of Excess Proceeds, the Trustee shall select the Notes
      and such other pari passu Indebtedness to be purchased on a pro rata
      basis. Holders of Notes that are the subject of an offer to purchase will
      receive an Asset Sale Offer from the Issuers prior to any related purchase
      date and may elect to have such Notes purchased by completing the form
      entitled "Option of Holder to Elect Purchase" attached to the Notes.

            (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
      least 30 days but not more than 60 days before the redemption date to each
      Holder whose Notes are to be redeemed at its registered address, except
      that redemption notices may be mailed more than 60 days prior to a
      redemption date if the notice is issued in connection with a defeasance of
      the Notes or a satisfaction or discharge of the Indenture. Notes in
      denominations larger than $1,000 may be redeemed in part but only in whole
      multiples of $1,000, unless all of the Notes held by a Holder are to be
      redeemed.

            (9) 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

                                      A1-4

<PAGE>

      transfer documents and the Issuers may require a Holder to pay any taxes
      and fees required by law or permitted by the Indenture. The Issuers need
      not exchange or register the transfer of any Note or portion of a Note
      selected for redemption, except for the unredeemed portion of any Note
      being redeemed in part. Also, the Issuers need not exchange or register
      the transfer of any Notes for a period of 15 days before a selection of
      Notes to be redeemed or during the period between a record date and the
      corresponding Interest Payment Date.

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

            (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
      exceptions, the Indenture or the Notes or the Note Guarantees may be
      amended or supplemented with the consent of the Holders of at least a
      majority in aggregate principal amount of the then outstanding Notes
      including Additional Notes, if any, voting as a single class, and any
      existing Default or Event or Default or compliance with any provision of
      the Indenture or the Notes or the Note Guarantees may be waived with the
      consent of the Holders of a majority in aggregate principal amount of the
      then outstanding Notes including Additional Notes, if any, voting as a
      single class. Without the consent of any Holder of a Note, the Indenture
      or the Notes or the Note Guarantees may be amended or supplemented to cure
      any ambiguity, defect or inconsistency, to provide for uncertificated
      Notes in addition to or in place of certificated Notes, to provide for the
      assumption of the Issuers' or a Guarantor's obligations to Holders of the
      Notes and Note Guarantees in case of a merger or consolidation, to make
      any change that would provide any additional rights or benefits to the
      Holders of the Notes or that does not adversely affect the legal rights
      under the Indenture of any such Holder, to comply with the requirements of
      the SEC in order to effect or maintain the qualification of the Indenture
      under the TIA, to conform the text of the Indenture or the Notes to any
      provision of the "Description of Notes" section of the Company's Offering
      Circular dated May 13, 2004, relating to the initial offering of the
      Notes, to the extent that such provision in that "Description of Notes"
      was intended to be a verbatim recitation of a provision of the Indenture,
      the Note Guarantees or the Notes; to provide for the issuance of
      Additional Notes in accordance with the limitations set forth in the
      Indenture, or to allow any Guarantor to execute a supplemental indenture
      to the Indenture and/or a Note Guarantee with respect to the Notes.

            (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default
      for 30 days in the payment when due of interest on, or Additional
      Interest, if any, with respect to the Notes; (ii) default in the payment
      when due of the principal of, or premium, if any, on, the Notes when the
      same becomes due and payable at maturity, upon redemption (including in
      connection with an offer to purchase) or otherwise; (iii) failure by the
      Company or any of its Restricted Subsidiaries to comply with Section 4.15
      or 5.01 of the Indenture; (iv) failure by the Company or any of its
      Restricted Subsidiaries for 60 days after notice to the Company by the
      Trustee or the Holders of at least 25% in aggregate principal amount of
      the Notes then outstanding voting as a single class to comply with any of
      the other agreements in the Indenture or the Notes; (v) default under
      certain other agreements relating to Indebtedness of the Company which
      default 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 of such Indebtedness following the Stated Maturity of such
      Indebtedness or 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 $15.0 million or more; (vi)
      certain final judgments for the payment of money aggregating in excess of
      $15.0 million that remain undischarged for a period of 60 days; (vii)
      certain events of bankruptcy or insolvency with respect to the Company or
      any of its Restricted Subsidiaries that is a Significant Subsidiary or any
      group of Restricted

                                      A1-5

<PAGE>

      Subsidiaries that, taken together, would constitute a Significant
      Subsidiary; and (viii) except as permitted by the Indenture, any Note
      Guarantee is held in any judicial proceeding to be unenforceable or
      invalid or ceases for any reason to be in full force and effect or any
      Guarantor or any Person acting on its behalf denies or disaffirms its
      obligations under such Guarantor's Note Guarantee. If any Event of Default
      occurs and is continuing, the Trustee or the Holders of at least 25% in
      aggregate principal amount of the then outstanding Notes may declare all
      the Notes to be due and payable immediately. Notwithstanding the
      foregoing, in the case of an Event of Default arising from certain events
      of bankruptcy or insolvency, all outstanding Notes will become due and
      payable immediately without further action or notice. Holders may not
      enforce the Indenture or the Notes except as provided in the Indenture.
      Subject to certain limitations, Holders of a majority in aggregate
      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 continuing Default or Event of Default (except
      a Default or Event of Default relating to the payment of principal or
      interest or premium or Additional Interest, if any,) if it determines that
      withholding notice is in their interest. The Holders of a majority in
      aggregate principal amount of the then outstanding Notes by notice to the
      Trustee may, on behalf of the Holders of all of the Notes, rescind an
      acceleration or waive any existing Default or Event of Default and its
      consequences under the Indenture except a continuing Default or Event of
      Default in the payment of interest or premium or Additional Interest, if
      any, on, or the principal of, the Notes. The Company is required to
      deliver to the Trustee annually a statement regarding compliance with the
      Indenture, and the Company is required, upon becoming aware of any Default
      or Event of Default, to deliver to the Trustee a statement specifying such
      Default or Event of Default.

            (13) TRUSTEE DEALINGS WITH ISSUERS. The Trustee, in its individual
      or any other capacity, may make loans to, accept deposits from, and
      perform services for the Issuers or their Affiliates, and may otherwise
      deal with the Issuers or their Affiliates, as if it were not the Trustee.

            (14) NO RECOURSE AGAINST OTHERS. A director, manager, officer,
      employee, incorporator, member or stockholder of the Company or Alpha
      Capital or any of the Guarantors, as such, will not have any liability for
      any obligations of the Company, Alpha Capital or the Guarantors under the
      Notes, the Note Guarantees or the Indenture or for any claim based on, in
      respect of, or by reason of, such obligations or their creation. Each
      Holder by accepting a Note waives and releases all such liability. The
      waiver and release are part of the consideration for the issuance of the
      Notes.

            (15) AUTHENTICATION. This Note will not be valid until authenticated
      by the manual signature of the Trustee or an authenticating agent.

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

            (17) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
      RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
      of Notes under the Indenture, Holders of Restricted Global Notes and
      Restricted Definitive Notes will have all the rights set forth in the
      Registration Rights Agreement dated as of May 18, 2004, among Issuers, the
      Guarantors and the other parties named on the signature pages thereof or,
      in the case of Additional Notes, Holders of Restricted Global Notes and
      Restricted Definitive Notes will have the rights set forth in one or more
      registration rights agreements, if any, among the Issuers, the

                                      A1-6

<PAGE>

      Guarantors and the other parties thereto, relating to rights given by the
      Issuers and the Guarantors to the purchasers of any Additional Notes
      (collectively, the "Registration Rights Agreement").

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

            (19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
      GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE
      GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
      LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
      WOULD BE REQUIRED THEREBY.

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

Alpha Natural Resources, LLC
406 West Main Street
Abingdon, VA
Attention: Chief Financial Officer

                                      A1-7

<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 Issuers. 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).

                                      A1-8

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

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

                [ ] Section 4.10                 [ ] Section 4.15

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

                                $_______________

Date: _______________

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

                                    Tax Identification No.:_____________________

Signature Guarantee*: _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A1-9

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

* This schedule should be included only if the Note is issued in global form.

                                      A1-10
<PAGE>

                                                                      EXHIBIT A2

                  [Face of Regulation S Temporary Global Note]
================================================================================

                                                           CUSIP/CINS __________

                            10% Senior Notes due 2012

No. _____                                                            $__________

                          ALPHA NATURAL RESOURCES, LLC
                                       and
                      ALPHA NATURAL RESOURCES CAPITAL CORP.

promise to pay to [CEDE & CO.] or registered assigns,

the principal sum of ___________________________________________________ DOLLARS
on _____________, 20___.

Interest Payment Dates:  June 1 and December 1

Record Dates:  May 15 and November 15

Dated:  May 18, 2004

                                        ALPHA NATURAL RESOURCES, LLC

                                        By: ____________________________________
                                            Name:
                                            Title:

                                        ALPHA NATURAL RESOURCES CAPITAL CORP.

                                        By: ____________________________________
                                            Name:
                                            Title:

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

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

By: ________________________________
         Authorized Signatory

================================================================================

                                      A2-1

<PAGE>

                  [Back of Regulation S Temporary Global Note]
                            10% Senior Notes due 2012

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

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 (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS NOT A U.S.
PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON
AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT) (AN "IAI"), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME
PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE
144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE

                                      A2-2

<PAGE>

SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE), (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE REGISTRATION OF TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER
CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME OF TRANSFER OF LESS THAN
$250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS
IN COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO
EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE
HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING
TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS
USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON"
HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES
ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

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

          (1) INTEREST. Alpha Natural Resources, LLC, a Delaware limited
     liability company (the "Company"), and Alpha Natural Resources Capital Corp
     ("Alpha Capital" and, together with the Company, the "Issuers"), promise to
     pay interest on the principal amount of this Note at 10% per annum from May
     18, 2004 until maturity and shall pay the Additional Interest, if any,
     payable pursuant to Section 6 of the Registration Rights Agreement referred
     to below. The Issuers will pay interest and Additional Interest, if any,
     semi-annually in arrears on June 1 and December 1 of each year, or if any
     such day is not a Business Day, on the next succeeding Business Day (each,
     an "Interest Payment Date"). Interest on the Notes will accrue from the
     most recent date to which interest has been paid or, if no interest has
     been paid, from the date of issuance; provided that if there is no existing
     Default in the payment of interest, and if this Note is authenticated
     between a record date referred to on the face hereof and the next
     succeeding Interest Payment Date, interest shall accrue from such next
     succeeding Interest Payment Date; provided further that the first Interest
     Payment Date shall be December 1, 2004. The Issuers will 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 to the
     extent lawful; it will pay interest (including post-petition interest in
     any proceeding under any Bankruptcy Law) on overdue installments of
     interest and Additional Interest, if any, (without regard to any applicable
     grace periods) from time to time on

                                      A2-3

<PAGE>


     demand at the same rate to the extent lawful. Interest will be computed on
     the basis of a 360-day year of twelve 30-day months.

     Until this Regulation S Temporary Global Note is exchanged for one or more
Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to
receive payments of interest hereon; until so exchanged in full, this Regulation
S Temporary Global Note shall in all other respects be entitled to the same
benefits as other Notes under the Indenture.

          (2) METHOD OF PAYMENT. The Issuers will pay interest on the Notes
     (except defaulted interest) and Additional Interest, if any, to the Persons
     who are registered Holders of Notes at the close of business on the May 15
     or November 15 next preceding the Interest Payment Date, even if such Notes
     are canceled after such record date and on or before such Interest Payment
     Date, except as provided in Section 2.12 of the Indenture with respect to
     defaulted interest. The Notes will be payable as to principal, premium and
     Additional Interest, if any, and interest at the office or agency of the
     Issuers maintained for such purpose within or without the City and State of
     New York, or, at the option of the Issuers, payment of interest and
     Additional Interest, if any, may be made by check mailed to the Holders at
     their addresses set forth in the register of Holders; provided that payment
     by wire transfer of immediately available funds will be required with
     respect to principal of and interest, premium and Additional Interest, if
     any, on, all Global Notes and all other Notes the Holders of which will
     have provided wire transfer instructions to the Issuers or the Paying
     Agent. Such payment will 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, Wells Fargo Bank, National
     Association, the Trustee under the Indenture, will act as Paying Agent and
     Registrar. The Issuers may change any Paying Agent or Registrar without
     notice to any Holder. The Issuers or any of their Subsidiaries may act in
     any such capacity.

          (4) INDENTURE. The Company issued the Notes under an Indenture dated
     as of May 18, 2004 (the "Indenture") among the Issuers, 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 TIA. The Notes are
     subject to all such terms, and Holders are referred to the Indenture and
     such Act for a statement of such terms. To the extent any provision of this
     Note conflicts with the express provisions of the Indenture, the provisions
     of the Indenture shall govern and be controlling. The Notes are unsecured
     obligations of the Issuers. The Indenture does not limit the aggregate
     principal amount of Notes that may be issued thereunder.

          (5) OPTIONAL REDEMPTION.

               (a) Except as set forth in subparagraphs (b) and (c) of this
     Paragraph 5, the Company will not have the option to redeem the Notes prior
     to June 1, 2008. On or after June 1, 2008, the Issuers 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 Additional Interest, if
     any, on the Notes redeemed to, but not including, the applicable redemption
     date, if redeemed during the twelve-month period beginning on June 1 of the
     years indicated below, subject to the rights of Holders on the relevant
     record date to receive interest on the relevant interest payment date:

<TABLE>
<CAPTION>
Year                                                  Percentage
----                                                  ----------
<S>                                                   <C>
2008.............................................      105.000%
2009.............................................      102.500%
2010 and thereafter..............................      100.000%
</TABLE>

                                      A2-4

<PAGE>

         Unless the Company defaults in the payment of the redemption price,
interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.

               (b) Notwithstanding the provisions of subparagraph (a) of this
     Paragraph 5, at any time prior to June 1, 2007, the Issuers may on any one
     or more occasions redeem up to 35% of the aggregate principal amount of
     Notes issued under this Indenture at a redemption price of 110% of the
     principal amount thereof, plus accrued and unpaid interest and Additional
     Interest, if any, to, but not including the redemption date, with the net
     cash proceeds of one or more Public Equity Offerings; provided that at
     least 65% in aggregate principal amount of the Notes issued under the
     Indenture (excluding Notes held by the Company and its Subsidiaries)
     remains outstanding immediately after the occurrence of such redemption and
     that such redemption occurs within 180 days of the date of the closing of
     such Public Equity Offering.

               (c) At any time prior to June 1, 2008, the Issuers may also
     redeem all or a part of the Notes, upon not less than 30 nor more than 60
     days' prior notice mailed by first-class mail to each Holder's registered
     address, at a redemption price equal to 100% of the principal amount of
     Notes redeemed plus the Applicable Premium as of, and accrued and unpaid
     interest and Additional Interest, if any, to, but not including, the date
     of redemption (the "Redemption Date"), subject to the rights of Holders of
     Notes on the relevant record date to receive interest due on the relevant
     interest payment date.

          (6) MANDATORY REDEMPTION.

               (a) Except as set forth in subparagraph (b) of this Paragraph 6,
     the Issuers are not be required to make mandatory redemption or sinking
     fund payments with respect to the Notes.

               (b) If the conditions contained in Section 4 of that certain
     Escrow Agreement (as defined in the Indenture) have not been satisfied by
     July 15, 2004, or if the Issuers at any time in good faith determine that
     the conditions contained in Section 4 of the Escrow Agreement cannot be
     satisfied prior to, or on, July 15, 2004, the Issuers will cause a notice
     of special mandatory redemption to be mailed not later than the next
     Business Day following July 15, 2004 and will redeem the Notes not later
     than five Business Days following the date of the notice of the special
     mandatory redemption, at a redemption price equal to 100% of the principal
     amount of Notes, plus accrued and unpaid interest, to, but not including
     the redemption date.

          (7) REPURCHASE AT THE OPTION OF HOLDER.

               (a) If there is a Change of Control, the Issuers will make an
     offer (a "Change of Control Offer") to each Holder of the Notes to
     repurchase all or any part (equal to $1,000 or an integral multiple of
     $1,000) of that Holder's Notes at a purchase price in cash equal to 101% of
     the aggregate principal amount of Notes repurchased plus accrued and unpaid
     interest and Additional Interest, if any, on the Notes repurchased to the
     date of purchase, subject to the rights of Holders on the relevant record
     date to receive interest due on the relevant interest payment date (the
     "Change of Control Payment"). Within 30 days following any Change of
     Control, the Company will mail a notice to each Holder setting forth the
     procedures governing the Change of Control Offer as required by the
     Indenture.

                                      A2-5

<PAGE>

               (b) If the Company or a Restricted Subsidiary of the Company
     consummates any Asset Sales, within ten business days of each date on which
     the aggregate amount of Excess Proceeds exceeds $15.0 million, the Issuers
     will commence an offer to all Holders of Notes and all holders of other
     Indebtedness that is pari passu with the Notes containing provisions
     similar to those set forth in the Indenture with respect to offers to
     purchase or redeem with the proceeds of sales of assets (an "Asset Sale
     Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum
     principal amount of Notes and such other pari passu Indebtedness that may
     be purchased out of the Excess Proceeds at an offer price in cash in an
     amount equal to 100% of the principal amount thereof plus accrued and
     unpaid interest and Additional Interest, if any, thereon to, but excluding,
     the date of purchase, in accordance with the procedures set forth in the
     Indenture. To the extent that the aggregate amount of Notes and other pari
     passu Indebtedness tendered pursuant to an Asset Sale Offer is less than
     the Excess Proceeds, the Company (or such Restricted Subsidiary) may use
     such deficiency for any purpose not otherwise prohibited by the Indenture.
     If the aggregate principal amount of Notes and other pari passu
     Indebtedness tendered into such Asset Sale Offer exceeds the amount of
     Excess Proceeds, the Trustee shall select the Notes and such other pari
     passu Indebtedness to be purchased on a pro rata basis. Holders of Notes
     that are the subject of an offer to purchase will receive an Asset Sale
     Offer from the Issuers prior to any related purchase date and may elect to
     have such Notes purchased by completing the form entitled "Option of Holder
     to Elect Purchase" attached to the Notes.

          (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
     least 30 days but not more than 60 days before the redemption date to each
     Holder whose Notes are to be redeemed at its registered address, except
     that redemption notices may be mailed more than 60 days prior to a
     redemption date if the notice is issued in connection with a defeasance of
     the Notes or a satisfaction or discharge of the Indenture. Notes in
     denominations larger than $1,000 may be redeemed in part but only in whole
     multiples of $1,000, unless all of the Notes held by a Holder are to be
     redeemed.

          (9) 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 Issuers may require a Holder to pay any taxes
     and fees required by law or permitted by the Indenture. The Issuers need
     not exchange or register the transfer of any Note or portion of a Note
     selected for redemption, except for the unredeemed portion of any Note
     being redeemed in part. Also, the Issuers need not exchange or register the
     transfer of any Notes for a period of 15 days before a selection of Notes
     to be redeemed or during the period between a record date and the
     corresponding Interest Payment Date.

     This Regulation S Temporary Global Note is exchangeable in whole or in part
for one or more Global Notes only (i) on or after the termination of the 40-day
distribution compliance period (as defined in Regulation S) and (ii) upon
presentation of certificates (accompanied by an Opinion of Counsel, if
applicable) required by Article 2 of the Indenture. Upon exchange of this
Regulation S Temporary Global Note for one or more Global Notes, the Trustee
shall cancel this Regulation S Temporary Global Note.

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

          (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
     the Indenture or the Notes or the Note Guarantees may be amended or
     supplemented with the consent

                                      A2-6

<PAGE>

     of the Holders of at least a majority in aggregate principal amount of the
     then outstanding Notes including Additional Notes, if any, voting as a
     single class, and any existing Default or Event or Default or compliance
     with any provision of the Indenture or the Notes or the Note Guarantees may
     be waived with the consent of the Holders of a majority in aggregate
     principal amount of the then outstanding Notes including Additional Notes,
     if any, voting as a single class. Without the consent of any Holder of a
     Note, the Indenture or the Notes or the Note Guarantees may be amended or
     supplemented to cure any ambiguity, defect or inconsistency, to provide for
     uncertificated Notes in addition to or in place of certificated Notes, to
     provide for the assumption of the Issuers' or a Guarantor's obligations to
     Holders of the Notes and Note Guarantees in case of a merger or
     consolidation, to make any change that would provide any additional rights
     or benefits to the Holders of the Notes or that does not adversely affect
     the legal rights under the Indenture of any such Holder, to comply with the
     requirements of the SEC in order to effect or maintain the qualification of
     the Indenture under the TIA, to conform the text of the Indenture or the
     Notes to any provision of the "Description of Notes" section of the
     Company's Offering Circular dated May 13, 2004, relating to the initial
     offering of the Notes, to the extent that such provision in that
     "Description of Notes" was intended to be a verbatim recitation of a
     provision of the Indenture, the Note Guarantees or the Notes; to provide
     for the issuance of Additional Notes in accordance with the limitations set
     forth in the Indenture, or to allow any Guarantor to execute a supplemental
     indenture to the Indenture and/or a Note Guarantee with respect to the
     Notes.

          (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for
     30 days in the payment when due of interest on, or Additional Interest, if
     any, with respect to the Notes; (ii) default in the payment when due of the
     principal of, or premium, if any, on, the Notes when the same becomes due
     and payable at maturity, upon redemption (including in connection with an
     offer to purchase) or otherwise; (iii) failure by the Company or any of its
     Restricted Subsidiaries to comply with Section 4.15 or 5.01 of the
     Indenture; (iv) failure by the Company or any of its Restricted
     Subsidiaries for 60 days after notice to the Company by the Trustee or the
     Holders of at least 25% in aggregate principal amount of the Notes then
     outstanding voting as a single class to comply with any of the other
     agreements in the Indenture or the Notes; (v) default under certain other
     agreements relating to Indebtedness of the Company which default 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 of such
     Indebtedness following the Stated Maturity of such Indebtedness or 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 $15.0 million or more; (vi) certain final judgments
     for the payment of money aggregating in excess of $15.0 million that remain
     undischarged for a period of 60 days; (vii) certain events of bankruptcy or
     insolvency with respect to the Company or any of its Restricted
     Subsidiaries that is a Significant Subsidiary or any group of Restricted
     Subsidiaries that, taken together, would constitute a Significant
     Subsidiary; and (viii) except as permitted by the Indenture, any Note
     Guarantee is held in any judicial proceeding to be unenforceable or invalid
     or ceases for any reason to be in full force and effect or any Guarantor or
     any Person acting on its behalf denies or disaffirms its obligations under
     such Guarantor's Note Guarantee. If any Event of Default occurs and is
     continuing, the Trustee or the Holders of at least 25% in aggregate
     principal amount of the then outstanding Notes may declare all the Notes to
     be due and payable immediately. Notwithstanding the foregoing, in the case
     of an Event of Default arising from certain events of bankruptcy or
     insolvency, all outstanding Notes will become due and payable immediately
     without further action or notice. Holders may not enforce the Indenture or
     the Notes except as provided in the Indenture. Subject to certain
     limitations, Holders of a majority in aggregate 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

                                      A2-7

<PAGE>

     any continuing Default or Event of Default (except a Default or Event of
     Default relating to the payment of principal or interest or premium or
     Additional Interest, if any,) if it determines that withholding notice is
     in their interest. The Holders of a majority in aggregate principal amount
     of the then outstanding Notes by notice to the Trustee may, on behalf of
     the Holders of all of the Notes, rescind an acceleration or waive any
     existing Default or Event of Default and its consequences under the
     Indenture except a continuing Default or Event of Default in the payment of
     interest or premium or Additional Interest, if any, on, or the principal
     of, the Notes. The Company is required to deliver to the Trustee annually a
     statement regarding compliance with the Indenture, and the Company is
     required, upon becoming aware of any Default or Event of Default, to
     deliver to the Trustee a statement specifying such Default or Event of
     Default.

          (13) TRUSTEE DEALINGS WITH ISSUERS. The Trustee, in its individual or
     any other capacity, may make loans to, accept deposits from, and perform
     services for the Issuers or their Affiliates, and may otherwise deal with
     the Issuers or their Affiliates, as if it were not the Trustee.

          (14) NO RECOURSE AGAINST OTHERS. A director, manager, officer,
     employee, incorporator, member or stockholder of the Company or Alpha
     Capital or any of the Guarantors, as such, will not have any liability for
     any obligations of the Company, Alpha Capital or the Guarantors under the
     Notes, the Note Guarantees or the Indenture or for any claim based on, in
     respect of, or by reason of, such obligations or their creation. Each
     Holder by accepting a Note waives and releases all such liability. The
     waiver and release are part of the consideration for the issuance of the
     Notes.

          (15) AUTHENTICATION. This Note will not be valid until authenticated
     by the manual signature of the Trustee or an authenticating agent.

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

          (17) ADDITIONAL RIGHTS OF HOLDERS. In addition to the rights provided
     to Holders of Notes under the Indenture, Holders of Restricted Global Notes
     and Restricted Definitive Notes will have all the rights set forth in the
     Registration Rights Agreement dated as of May 18, 2004, among Issuers, the
     Guarantors and the other parties named on the signature pages thereof or,
     in the case of Additional Notes, Holders of Restricted Global Notes and
     Restricted Definitive Notes will have the rights set forth in one or more
     registration rights agreements, if any, among the Issuers, the Guarantors
     and the other parties thereto, relating to rights given by the Issuers and
     the Guarantors to the purchasers of any Additional Notes (collectively, the
     "Registration Rights Agreement").

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

          (19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
     GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE
     GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF

                                      A2-8

<PAGE>

     CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
     JURISDICTION WOULD BE REQUIRED THEREBY.

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

Alpha Natural Resources, LLC
406 West Main Street
Abingdon, VA
Attention: Chief Financial Officer

                                      A2-9

<PAGE>

                                 ASSIGNMENT FORM

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's 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 Issuers. 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).

                                     A2-10

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

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

                   [ ] Section 4.10      [ ] Section 4.15

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

                                 $______________

Date: _______________

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

                                Tax Identification No.: ________________________

Signature Guarantee*: _________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                     A2-11

<PAGE>

        SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY
                                   GLOBAL NOTE

     The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or exchanges of a part of another
other Restricted Global Note for an interest in this Regulation S Temporary
Global Note, have been made:

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

                                     A2-12

<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Alpha Natural Resources, LLC
Alpha Natural Resources Capital Corp.
406 West Main Street
Abingdon, VA  24212
Wells Fargo Bank, National Association
213 Court Street, Suite 703

Middletown, CT 06457

     Re: 10% Senior Notes due 2012

     Reference is hereby made to the Indenture, dated as of May 18, 2004 (the
"Indenture"), among Alpha Natural Resources, LLC and Alpha Natural Resources
Capital Corp., as issuers (the "Issuers"), the Guarantors party thereto 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 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 RESTRICTED DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the 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
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 Restricted Definitive Note and
in the Indenture and the Securities Act.

     2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE REGULATION S TEMPORARY GLOBAL NOTE, THE REGULATION S PERMANENT GLOBAL NOTE
OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a Person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction

                                      B-1

<PAGE>

 is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Permanent]Global Note, the Regulation S Temporary Global Note and/or the
Restricted Definitive Note and in the Indenture and the Securities Act.

     3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE IAI GLOBAL NOTE OR A 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 pursuant to and in accordance
     with Rule 144 under the Securities Act;

                                       or

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

                                       or

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

                                       or

          (d)  [ ] such Transfer is being effected to an Institutional
     Accredited Investor and pursuant to an exemption from the registration
     requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903
     or Rule 904, and the Transferor hereby further certifies that it has not
     engaged in any general solicitation within the meaning of Regulation D
     under the Securities Act and the Transfer complies with the transfer
     restrictions applicable to beneficial interests in a Restricted Global Note
     or Restricted Definitive Notes and the requirements of the exemption
     claimed, which certification is supported by (1) a certificate executed by
     the Transferee in the form of Exhibit D to the Indenture and (2) if such
     Transfer is in respect of a principal amount of Notes at the time of
     transfer of less than $250,000, an Opinion of Counsel provided by the
     Transferor or the Transferee (a copy of which the Transferor has attached
     to this certification), to the effect that such Transfer is in compliance
     with the Securities Act. Upon consummation of the proposed transfer in
     accordance with the terms of the Indenture, the transferred beneficial
     interest or Definitive Note will be subject to the restrictions on transfer
     enumerated in the Private Placement Legend printed on the IAI Global Note
     and/or the Restricted 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

                                      B-2

<PAGE>

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

     (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

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

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

                                   _____________________________________________
                                      [Insert Name of Transferor]

                                   By: _________________________________________
                                       Name:
                                       Title:

Dated: ___________________

                                      B-3

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.   The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

          (a) [ ] a beneficial interest in the:

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

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

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

          (b) [ ] a Restricted Definitive Note.

2.   After the Transfer the Transferee will hold:

                                   [CHECK ONE]

          (a) [ ] a beneficial interest in the:

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

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

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

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

          (b) a Restricted Definitive Note; or

          (c) an Unrestricted Definitive Note,

           in accordance with the terms of the Indenture.

                                      B-4

<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Alpha Natural Resources, LLC
Alpha Natural Resources Capital Corp.
406 West Main Street
Abingdon, VA  24212

Wells Fargo Bank, National Association
213 Court Street, Suite 703
Middletown, CT 06457

     Re: 10% Senior Notes due 2012

                              (CUSIP ____________)

     Reference is hereby made to the Indenture, dated as of May 18, 2004 (the
"Indenture"), among Alpha Natural Resources, LLC and Alpha Natural Resources
Capital Corp., as issuers (the "Issuers"), the Guarantors party thereto and
_________________, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

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

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

     (a)  [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the 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
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-1

<PAGE>

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

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

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

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

                                           _____________________________________

                                          [Insert Name of Transferor]

                                      C-2

<PAGE>

                                           By: _________________________________
                                               Name:
                                               Title:

Dated: _________________

                                      C-3

<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Alpha Natural Resources, LLC
Alpha Natural Resources Capital Corp.
406 West Main Street
Abingdon, VA  24212

Wells Fargo Bank, National Association
213 Court Street, Suite 703
Middletown, CT 06457

     Re: 10% Senior Notes due 2012

     Reference is hereby made to the Indenture, dated as of May 18, 2004 (the
"Indenture"), among Alpha Natural Resources, LLC and Alpha Natural Resources
Capital Corp., as issuers (the "Issuers"), the guarantors party thereto 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 of:

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

     (b)  [ ] a Definitive Note,

     we confirm that:

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

     2.   We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Issuers or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Issuers a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Issuers to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any Person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the

                                      D-1

<PAGE>

                                                                       EXHIBIT D

requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

                                       D-2
<PAGE>

     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 Issuers such
certifications, legal opinions and other information as you and the Issuers 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 Issuers are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                  ______________________________________________
                                       [Insert Name of Accredited Investor]

                                  By: __________________________________________
                                      Name:
                                      Title:

Dated: _________________

                                      D-3

<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 May 18, 2005 (the "Indenture") among
Alpha Natural Resources, LLC, a Delaware limited liability company (the
"Company"), Alpha Natural Resources Capital Corp., a Delaware corporation
("Alpha Capital" and, together with the Company, the "Issuers"), the Guarantors
party thereto and Wells Fargo Bank, National Association, as trustee (the
"Trustee"), (a) the due and punctual payment of the principal of, premium and
Additional Interest, if any, and interest on, the Notes, whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest
on overdue principal of and interest on the Notes, if any, if lawful, and the
due and punctual performance of all other obligations of the Issuers to the
Holders or the Trustee all in accordance with the terms of the Indenture and (b)
in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The obligations of the Guarantors
to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and
the Indenture are expressly set forth in Article 10 of the Indenture and
reference is hereby made to the Indenture for the precise terms of the Note
Guarantee.

     Capitalized terms used but not defined herein have the meanings given to
them in the Indenture.

                                        [NAME OF GUARANTOR(S)]

                                        By: ____________________________________
                                            Name:
                                            Title:

                                      E-1

<PAGE>

                                                                       EXHIBIT F

                         [FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

     SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of Alpha Natural Resources, LLC (or its permitted
successor), a Delaware limited liability company (the "Company") or Alpha
Natural Resources Capital Corp. ("Alpha Capital" and, together with the Company,
the "Issuers"), the Issuers, the other Guarantors (as defined in the Indenture
referred to herein) and Wells Fargo Bank, National Association, as trustee under
the Indenture referred to below (the "Trustee").

                               W I T N E S S E T H

     WHEREAS, the Issuers have heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of May 18, 2004 providing for the
issuance of 10% Senior Notes due 2012 (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 Issuers' 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. The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Note Guarantee and in the Indenture including but not limited
to Article 10 thereof.

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

     5.   NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

                                      F-1

<PAGE>

     6.   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.

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

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

                                      F-2

<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: _______________, 20___

                            [GUARANTEEING SUBSIDIARY]

                                    By: ________________________________________
                                        Name:
                                        Title:

                                    [COMPANY]

                                    By: ________________________________________
                                        Name:
                                        Title:

                                    [EXISTING GUARANTORS]

                                    By: ________________________________________
                                        Name:
                                        Title:

                                    [TRUSTEE],
                                      as Trustee

                                    By: ________________________________________
                                        Authorized Signatory

                                      F-3