TRISM, INC., as Issuer

                                  AND

                            THE GUARANTORS

                                  AND

           U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee



                               INDENTURE

                     Dated as of February 15, 2000

                         _____________________

                              $30,000,000

                12% Senior Subordinated Notes Due 2005


                         CROSS-REFERENCE TABLE
TIA Section                                       Indenture Section

310 (a) (1)                                              7.10
(a) (2)                                                  7.10
(a) (3)                                                  N.A.
(a) (4)                                                  N.A.
(a) (5)                                                  7.10
(b)                                         7.08; 7.10; 13.02
(c)                                                      N.A.
311 (a)                                                  7.11
(b)                                                      7.11
(c)                                                      N.A.
312 (a)                                                  2.05
(b)                                                     13.03
(c)                                                     13.03
313 (a)                                                  7.06
(b) (1)                                                  N.A.
(b) (2)                                            7.06; 7.07
(c)                                               7.06; 13.02
(d)                                                      7.06
314 (a)                                     4.08; 4.10; 13.02
(b)                                                       N/A
(c) (1)                                           7.02; 13.04
(c) (2)                                           7.02; 13.04
(c) (3)                                                  N.A.
(d)                                                      N.A.
(e)                                                     13.05
(f)                                                      N.A.
315 (a)                                               7.01(b)
(b)                                                      7.05
(c)                                                   7.01(a)
(d)                                          7.01(c); 7.01(d)
(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)                                                     13.06
317 (a) (1)                                              6.08
(a) (2)                                                  6.09
(b)                                                      2.04
318 (a)                                                 13.01
(c)                                                     13.01

N.A. means Not Applicable

NOTE:    This  Cross-Reference Table shall not, for  any  purpose,  be
deemed to be a part of the Indenture.
                           TABLE OF CONTENTS

                                                                  Page


ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE            1
     SECTION 1.01DEFINITIONS.                                     1
     SECTION 1.02INCORPORATION BY REFERENCE OF TIA.               17
     SECTION 1.03RULES OF CONSTRUCTION.                           18

ARTICLE TWO THE SENIOR SUBORDINATED NOTES                         18
     SECTION 2.01FORM AND DATING.                                 18
     SECTION 2.02EXECUTION AND AUTHENTICATION.                    19
     SECTION 2.03REGISTRAR AND PAYING AGENT.                      20
     SECTION 2.04PAYING AGENT TO HOLD ASSETS IN TRUST.            20
     SECTION 2.05SECURITYHOLDER LISTS.                            21
     SECTION 2.06TRANSFER AND EXCHANGE.                           21
     SECTION 2.07REPLACEMENT SENIOR SUBORDINATED NOTES.           21
     SECTION 2.08OUTSTANDING SENIOR SUBORDINATED NOTES.           22
     SECTION 2.09TREASURY SENIOR SUBORDINATED NOTES.              22
     SECTION 2.10TEMPORARY SENIOR SUBORDINATED NOTES.             22
     SECTION 2.11CANCELLATION.                                    23
     SECTION 2.12DEFAULTED INTEREST.                              23
     SECTION 2.13CUSIP NUMBER.                                    23

ARTICLE THREE REDEMPTION                                          24
     SECTION 3.01NOTICES TO TRUSTEE.                              24
     SECTION 3.02SELECTION OF SENIOR SUBORDINATED NOTES TO BE
                 REDEEMED.                                        24
     SECTION 3.03NOTICE OF REDEMPTION.                            24
     SECTION 3.04EFFECT OF NOTICE OF REDEMPTION.                  25
     SECTION 3.05DEPOSIT OF REDEMPTION PRICE.                     25
     SECTION 3.06SENIOR SUBORDINATED NOTES REDEEMED IN PART.      26
     SECTION 3.07OPTIONAL REDEMPTION.                             26
     SECTION 3.08MANDATORY PURCHASE UPON ASSET SALE.              26

ARTICLE FOUR COVENANTS                                            26
     SECTION 4.01PAYMENT OF SENIOR SUBORDINATED NOTES.            26
     SECTION 4.02MAINTENANCE OF OFFICE OR AGENCY.                 27
     SECTION 4.03LIMITATION ON RESTRICTED PAYMENTS.               27
     SECTION 4.04MINIMUM NET WORTH.                               27
     SECTION 4.05CORPORATE EXISTENCE.                             27
     SECTION 4.06PAYMENT OF TAXES AND OTHER CLAIMS.               28
     SECTION 4.07MAINTENANCE OF PROPERTIES AND INSURANCE.         28
     SECTION 4.08COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT.       29
     SECTION 4.09COMPLIANCE WITH LAWS.                            29
     SECTION 4.10COMMISSION REPORTS.                              30
     SECTION 4.11WAIVER OF STAY, EXTENSION OR USURY LAWS.         30
     SECTION 4.12LIMITATION ON TRANSACTIONS WITH AFFILIATES.      30
     SECTION 4.13LIMITATION ON INCURRENCES OF ADDITIONAL
                 INDEBTEDNESS.                                    31
     SECTION 4.14LIMITATION ON PAYMENT RESTRICTIONS AFFECTING
                 SUBSIDIARIES.                                    32
     SECTION 4.15LIMITATION ON LIENS.                             33
     SECTION 4.16RESTRICTIONS ON SALE AND OWNERSHIP OF
                 SUBSIDIARIES.                                    33
     SECTION 4.17PAYMENTS FOR CONSENT.                            33
     SECTION 4.18LIMITATION ON ASSET SALES.                       33
     SECTION 4.19GUARANTEES BY SUBSIDIARIES.                      35
     SECTION 4.20SUBSIDIARIES.                                    35
     SECTION 4.21PROHIBITION ON COMPANY AND GUARANTORS BECOMING
                 AN INVESTMENT COMPANY.                           35
     SECTION 4.22MAINTENANCE CAPITAL EXPENDITURES.                35
     SECTION 4.23LINE OF BUSINESS.                                36
     SECTION 4.24LIMITATION ON ISSUANCE OF OTHER SUBORDINATED
                 INDEBTEDNESS SENIOR TO THE SENIOR SUBORDINATED
                 NOTES.                                           36
     SECTION 4.25LIMITATION OF GUARANTEES BY SUBSIDIARIES.        37

ARTICLE FIVE SUCCESSOR CORPORATION                                37
     SECTION 5.01LIMITATION ON MERGER, ETC.                       37
     SECTION 5.02SUCCESSOR CORPORATION SUBSTITUTED.               39

ARTICLE SIX DEFAULT AND REMEDIES                                  39
     SECTION 6.01EVENTS OF DEFAULT.                               39
     SECTION 6.02ACCELERATION.                                    41
     SECTION 6.03OTHER REMEDIES.                                  42
     SECTION 6.04WAIVER OF PAST DEFAULTS.                         43
     SECTION 6.05CONTROL BY MAJORITY.                             43
     SECTION 6.06LIMITATION ON SUITS.                             43
     SECTION 6.07RIGHTS OF HOLDERS TO RECEIVE PAYMENT.            44
     SECTION 6.08COLLECTION SUIT BY TRUSTEE.                      44
     SECTION 6.09TRUSTEE MAY FILE PROOFS OF CLAIM.                44
     SECTION 6.10PRIORITIES.                                      45
     SECTION 6.11UNDERTAKING FOR COSTS.                           45
     SECTION 6.12EVENT OF DEFAULT FROM WILLFUL ACTION.            45
     SECTION 6.13RIGHTS AND REMEDIES CUMULATIVE.                  45
     SECTION 6.14DELAY OR OMISSION NOT WAIVER.                    46

ARTICLE SEVEN TRUSTEE                                             46
     SECTION 7.01DUTIES OF TRUSTEE.                               46
     SECTION 7.02RIGHTS OF TRUSTEE.                               47
     SECTION 7.03INDIVIDUAL RIGHTS OF TRUSTEE.                    48
     SECTION 7.04TRUSTEE'S DISCLAIMER.                            48
     SECTION 7.05NOTICE OF DEFAULT.                               48
     SECTION 7.06REPORTS BY TRUSTEE TO HOLDERS.                   49
     SECTION 7.07COMPENSATION AND INDEMNITY.                      49
     SECTION 7.08REPLACEMENT OF TRUSTEE.                          50
     SECTION 7.09SUCCESSOR TRUSTEE BY MERGER, ETC.                51
     SECTION 7.10ELIGIBILITY; DISQUALIFICATION.                   51
     SECTION 7.11PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE
                 COMPANY.                                         51

ARTICLE EIGHT SUBORDINATION                                       51
     SECTION 8.01SENIOR SUBORDINATED NOTES SUBORDINATE TO SENIOR
                 INDEBTEDNESS.                                    51
     SECTION 8.02PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.  51
     SECTION 8.03SUSPENSION OF PAYMENT WHEN SENIOR INDEBTEDNESS
                 IN DEFAULT.                                      53
     SECTION 8.04PAYMENT PERMITTED IF NO DEFAULT.                 54
     SECTION 8.05SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR
                 INDEBTEDNESS.                                    54
     SECTION 8.06PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.     54
     SECTION 8.07TRUSTEE TO EFFECTUATE SUBORDINATION PROVISIONS.  55
     SECTION 8.08NO WAIVER OF SUBORDINATION PROVISIONS.           55
     SECTION 8.09NOTICE TO TRUSTEE.                               56
     SECTION 8.10RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
                 LIQUIDATING AGENT.                               56
     SECTION 8.11RIGHTS OF TRUSTEE AS A HOLDER OF SENIOR
                 INDEBTEDNESS; PRESERVATION OF TRUSTEE'S
                 RIGHTS.                                          57
     SECTION 8.12ARTICLE APPLICABLE TO PAYING AGENTS.             57
     SECTION 8.13NO SUSPENSION OF REMEDIES.                       57
     SECTION 8.14TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS.       57
     SECTION 8.15AMENDMENTS.                                      58

ARTICLE NINE LEGAL DEFEASANCE AND COVENANT DEFEASANCE             58
     SECTION 9.01OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
                 DEFEASANCE.                                      58
     SECTION 9.02LEGAL DEFEASANCE AND DISCHARGE.                  58
     SECTION 9.03COVENANT DEFEASANCE.                             58
     SECTION 9.04CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.      59
     SECTION 9.05DEPOSITED U.S. LEGAL TENDER AND U.S. GOVERNMENT
                 OBLIGATIONS TO BE HELD IN TRUST; OTHER
                 MISCELLANEOUS PROVISIONS.                        61
     SECTION 9.06REPAYMENT TO THE COMPANY.                        61
     SECTION 9.07REINSTATEMENT.                                   62

ARTICLE TEN AMENDMENTS, SUPPLEMENTS AND WAIVER                    62
     SECTION 10.01WITHOUT CONSENT OF HOLDERS OF SENIOR SUBORDINAT
                 ED NOTES.                                        62
     SECTION 10.02WITH CONSENT OF HOLDERS OF SENIOR SUBORDINATED
                 NOTES.                                           63
     SECTION 10.03EFFECT OF SUPPLEMENTAL INDENTURES.              65
     SECTION 10.04COMPLIANCE WITH TIA.                            65
     SECTION 10.05REVOCATION AND EFFECT OF CONSENTS.              65
     SECTION 10.06NOTATION ON OR EXCHANGE OF SENIOR SUBORDINATED
                 NOTES.                                           66
     SECTION 10.07TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES.        66

ARTICLE ELEVEN MEETINGS OF SECURITYHOLDERS                        67
     SECTION 11.01PURPOSES FOR WHICH MEETINGS MAY BE CALLED.      67
     SECTION 11.02MANNER OF CALLING MEETINGS.                     68
     SECTION 11.03CALL OF MEETINGS BY THE COMPANY OR HOLDERS.     68
     SECTION 11.04WHO MAY ATTEND AND VOTE AT MEETINGS.            68
     SECTION 11.05REGULATIONS MAY BE MADE BY TRUSTEE; CONDUCT OF
                 THE MEETING; VOTING RIGHTS; ADJOURNMENT.         69
     SECTION 11.06VOTING AT THE MEETING AND RECORD TO BE KEPT.    69
     SECTION 11.07EXERCISE OF RIGHTS OF TRUSTEE OR SECURITYHOLDERS
                 MAY NOT BE HINDERED OR DELAYED BY CALL OF
                 MEETING.                                         70

ARTICLE TWELVE GUARANTEE OF SENIOR SUBORDINATED NOTES             70
     SECTION 12.01UNCONDITIONAL GUARANTEE.                        70
     SECTION 12.02SENIORITY OF GUARANTEE.                         71
     SECTION 12.03SEVERABILITY.                                   71
     SECTION 12.04RELEASE OF A GUARANTOR.                         71
     SECTION 12.05LIMITATION OF GUARANTOR'S LIABILITY.            72
     SECTION 12.06GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TE
                 RMS.                                             72
     SECTION 12.07CONTRIBUTION.                                   73
     SECTION 12.08WAIVER OF SUBROGATION.                          73
     SECTION 12.09SUBORDINATION OF GUARANTEE.                     74
     SECTION 12.10EXECUTION OF GUARANTEE.                         74
     SECTION 12.11GUARANTEE UNCONDITIONAL, ETC.                   74
     SECTION 12.12ADDITIONAL GUARANTORS.                          75
     SECTION 12.13WAIVER OF STAY, EXTENSION OR USURY LAWS.        75

ARTICLE THIRTEEN MISCELLANEOUS                                    76
     SECTION 13.01TIA CONTROLS.                                   76
     SECTION 13.02NOTICES.                                        76
     SECTION 13.03COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.   77
     SECTION 13.04CERTIFICATE AND OPINION AS TO CONDITIONS PRECED
                 ENT.                                             77
     SECTION 13.05STATEMENTS REQUIRED IN A CERTIFICATE OR OPINION 78
     SECTION 13.06ACTS OF HOLDERS.                                78
     SECTION 13.07RULES BY TRUSTEE AND AGENTS.                    80
     SECTION 13.08LEGAL HOLIDAYS.                                 80
     SECTION 13.09GOVERNING LAW.                                  80
     SECTION 13.10AGENT FOR SERVICE; SUBMISSION TO JURISDICTION;
                 WAIVER OF IMMUNITIES.                            80
     SECTION 13.11NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.  81
     SECTION 13.12NO RECOURSE AGAINST OTHERS.                     81
     SECTION 13.13SUCCESSORS.                                     81
     SECTION 13.14COUNTERPART ORIGINALS.                          81
     SECTION 13.15SEVERABILITY.                                   81
     SECTION 13.16TABLE OF CONTENTS, HEADINGS, ETC.               82

                        EXHIBITS AND SCHEDULES

     EXHIBIT A - FORM OF SENIOR SUBORDINATED NOTE           A-1

     EXHIBIT B - FORM OF REGISTRATION RIGHTS AGREEMENT      B-1


NOTE:     THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, BE DEEMED
TO BE PART OF THE INDENTURE.
          INDENTURE  dated as of February 15, 2000  among  TRISM,
INC., a Delaware corporation (the "Company"), the GUARANTORS  (as
defined  below),  and  U.S. BANK TRUST  NATIONAL  ASSOCIATION,  a
national banking association, as Trustee (the "Trustee").

          The  Company  has duly authorized the  creation  of  an
issue  of  12%  Senior Subordinated Notes Due 2005  in  the  form
attached  hereto  as  Exhibit A, and, to  provide  therefor,  the
Company  has duly authorized the execution and delivery  of  this
Indenture.   The  Senior Subordinated Notes will be  jointly  and
severally  guaranteed,  on an unconditional  unsecured  basis  as
provided  herein,  by  the Guarantors (as  defined  below).   All
things necessary to make the Senior Subordinated Notes, when duly
issued  and  executed  by  the Company and  the  Guarantors,  and
authenticated  and delivered hereunder, the valid obligations  of
the Company and the Guarantors and to make this Indenture a valid
and  binding  agreement of the Company and the  Guarantors,  have
been done.

          Each party hereto agrees as follows for the benefit  of
each  other  party and for the equal and ratable benefit  of  the
Holders of the Company's 12% Senior Subordinated Notes due 2005:

                           ARTICLE ONE
           DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01   Definitions.

          For all purposes of this Indenture, except as otherwise
provided or unless the context otherwise requires:

          "ADJUSTED  NET  ASSETS" of a Person at any  date  shall
mean the lesser of the amount by which (i) the fair value of  the
property  of such Person exceeds the total amount of liabilities,
including,  without  limitation,  contingent  liabilities  (after
giving  effect  to  all  other fixed and  contingent  liabilities
incurred  or  assumed on such date and calculated  in  accordance
with  the  definition of Indebtedness), but excluding liabilities
under  the  Guarantee, of such Person at such date and  (ii)  the
present  fair salable value of the assets of such Person at  such
date exceeds the amount that will be required to pay the probable
liability of such Person on its debts (after giving effect to all
other  fixed  and contingent liabilities incurred or  assumed  on
such  date  and  after giving effect to any collection  from  any
Subsidiary of such Person in respect of the obligations  of  such
Subsidiary under the Guarantee), excluding debt in respect of the
Guarantee, as they become absolute and matured.

          "AFFILIATE"  of  any specified Person means  any  other
Person  directly  or indirectly controlling or controlled  by  or
under  direct  or  indirect common control  with  such  specified
Person.  For the purposes of this definition, "control" when used
with  respect  to  any  Person means  the  power  to  direct  the
management  and policies of such Person, directly or  indirectly,
whether  through the ownership of voting securities, by  contract
or  otherwise;  and  the  terms "affiliated,"  "controlling"  and
"controlled"  have  meanings correlative to the  foregoing.   For
purposes  of  Section  4.12 hereof, the  term  "Affiliate"  shall
include  any Person who, as a result of any transaction described
therein, would become an Affiliate.

          "AFFILIATE TRANSACTION" shall have the meaning provided
in Section 4.12.

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

          "ASSET  SALE" means the Disposition by the  Company  or
any  Subsidiary  to  any  Person other  than  the  Company  or  a
Guarantor,   in   one  transaction,  or  a  series   of   related
transactions, of (i) any Capital Stock of any Subsidiary  (except
for  directors'  qualifying shares or certain minority  interests
sold  to other Persons solely due to local law requirements  that
there  be more than one stockholder, but which are not in  excess
of what is required for such purpose), or (ii) any other Property
or  assets of the Company or any Subsidiary, other than (A) sales
of  obsolete  or  worn out equipment in the  ordinary  course  of
business  or  other  assets  that, in  the  Company's  reasonable
judgment,  are  no longer used or useful in the  conduct  of  the
business  of  the Company and its Subsidiaries, (B) any  sale  or
lease of Property or other assets entered into by the Company  or
any Subsidiary in the ordinary course of business, other than any
Bargain  Purchase Contract, (C) a payment permitted under Section
4.14, and (D) a consolidation or merger or any transfer of assets
(including pursuant to a Plan of Liquidation) in compliance  with
the  provision herein described in Article Five.  An  Asset  Sale
shall  include  the  requisition  of  title  to,  seizure  of  or
forfeiture  of  any  Property  or  assets,  or  any   actual   or
constructive total loss or an agreed or compromised total loss of
any   Property  or  assets.  Notwithstanding  the  foregoing,   a
Disposition by the Company or any Subsidiary to any Person  other
than  the Company or a Guarantor, in one transaction, or a series
of related transactions, of any tractors, trailers, vans or other
equipment used by the Company or any of its Subsidiaries  in  the
operation  of  the TRISM Business shall not be deemed  to  be  an
Asset Sale unless and until the Net Cash Proceeds so received  by
the  Company  or  such Subsidiary have not been  applied  by  the
Company  or such Subsidiary, within one year of the date of  such
Disposition,  toward the acquisition of tractors, trailers,  vans
or  other  equipment that replace the properties  that  were  the
subject of such Disposition.

          "ASSET  SALE  CLOSING  DATE"  shall  have  the  meaning
provided in Section 4.18.

          "ATTRIBUTABLE INDEBTEDNESS" in respect of  a  Sale  and
Lease-Back  Transaction means, at any date of determination,  the
present  value  (discounted at the interest  rate  borne  by  the
Senior  Subordinated  Notes, compounded annually)  of  the  total
obligations  of  the  lessee  for  rental  payments  during   the
remaining  term of the lease (or to the first date on  which  the
lessee  is permitted to terminate such lease without the  payment
of  a  penalty) included in such Sale and Lease-Back  Transaction
(including any period for which such lease has been extended).

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

          "BARGAIN PURCHASE CONTRACT" means a lease that provides
for  acquisition  of the Property subject thereto  by  the  other
party  to such agreement during or at the end of the term thereof
for  less  than  the Fair Market Value thereof at the  time  such
right to acquire such Property is granted.

          "BOARD OF DIRECTORS" means, with respect to any Person,
the Board of Directors (or Persons serving an analogous function)
of  such  Person or any committee of the Board of  Directors  (or
Persons  serving  an  analogous function)  of  such  Person  duly
authorized,  with respect to any particular matter,  to  exercise
the  power of the Board of Directors (or such analogous  Persons)
of such Person.

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

          "BUSINESS  DAY"  means a day that is  not  a  Saturday,
Sunday  or  a day on which banking institutions in New York  City
are not required to be open.

          "CAPITAL  EXPENDITURE" means any  expenditure  that  is
properly  classified as a capital expenditure in accordance  with
GAAP,   including  without  limitation,  all  such   expenditures
associated with Capitalized Lease Obligations.

          "CAPITAL STOCK" means, with respect to any Person,  any
and  all  shares, interests, participations or other  equivalents
(however designated) of corporate stock, including each class  of
common  stock  and  preferred stock  of  such  Person,  including
Preferred  Stock,  or  any  option,  warrant  or  other  security
convertible into or exchangeable for any of the foregoing.

          "CAPITALIZED LEASE OBLIGATION" means obligations  under
a  lease  that  is  required  to  be  capitalized  for  financial
reporting  purposes in accordance with GAAP, and  the  amount  of
Indebtedness  represented  by  such  obligations  shall  be   the
capitalized  amount of such obligations determined in  accordance
with GAAP.

          "CASH  EQUIVALENTS"  means (i)  obligations  issued  or
unconditionally guaranteed by the United States of America or any
agency   thereof,  or  obligations  issued  by  any   agency   or
instrumentality thereof and backed by the full faith  and  credit
of  the United States of America, (ii) commercial paper rated the
highest  grade by Moody's Investors Service, Inc. and Standard  &
Poor's  Ratings Service and maturing not more than one year  from
the  date  of  creation thereof, (iii) time  deposits  with,  and
certificates of deposit and banker's acceptances issued  by,  any
bank having capital surplus and undivided profits aggregating  at
least  $500 million and maturing not more than one year from  the
date  of creation thereof, (iv) repurchase agreements with a term
of  not  more  than seven days that are secured  by  a  perfected
security  interest in an obligation described in clause  (i)  and
are  with  any  bank described in clause (iii), and  (v)  readily
marketable  direct obligations issued by any state of the  United
States of America or any political subdivision thereof having one
of  the  two  highest  rating categories obtainable  from  either
Moody's  Investors  Service, Inc. or Standard  &  Poor's  Ratings
Service.

          "COMMISSION"   means   the  Securities   and   Exchange
Commission.

          "COMPANY"  means  TRISM, Inc., a Delaware  corporation,
until  a  successor  replaces it pursuant to this  Indenture  and
thereafter means such successor.

          "CONSOLIDATED  ASSETS"  means,  with  respect  to   any
Person,  as of any date, the aggregate assets of such Person  and
its Subsidiaries on a consolidated basis, each item determined in
accordance with GAAP.

          "CONSOLIDATED LIABILITIES" means, with respect  to  any
Person, as of any date, the aggregate liabilities of such  Person
and   its  Subsidiaries  on  a  consolidated  basis,  each   item
determined in accordance with GAAP.

          "CONSOLIDATED INCOME TAX EXPENSE" means for any period,
as  applied  to  the Company, the provision for  federal,  state,
local or foreign income taxes of the Company and its Consolidated
Subsidiaries  for  such period as determined in  accordance  with
GAAP.

          "CONSOLIDATED   INTEREST   EXPENSE"   means,    without
duplication, for any period, as applied to the Company,  the  sum
of  (a)  the interest expense of the Company and its Consolidated
Subsidiaries  for  such period as determined in  accordance  with
GAAP  including,  without limitation, (i)  amortization  of  debt
discount,  (ii)  the  net  cost under Interest  Swap  Obligations
(including amortization of discounts), (iii) the interest portion
of  any  deferred  payment  obligation,  (iv)  accrued  interest,
(v)  noncash  interest payments and (vi) commissions,  discounts,
and other fees and charges owed with respect to letters of credit
and  bankers' acceptance financing, plus (b) the interest portion
of  Capitalized Lease Obligations paid or accrued by the  Company
and  its  Consolidated  Subsidiaries, plus  (c)  amortization  of
capitalized interest, plus (d) dividends in respect of  Preferred
Stock of the Company or any Subsidiary held by Persons other than
the Company or a Wholly Owned Subsidiary.

          "CONSOLIDATED NET INCOME (LOSS)" means, for any period,
the  Consolidated  net income (or loss) of the  Company  and  its
Consolidated  Subsidiaries  for  such  period  as  determined  in
accordance  with  GAAP,  adjusted,  to  the  extent  included  in
calculating  such  net  income (or loss),  by  excluding  without
duplication (i) all extraordinary gains or losses; (ii)  any  net
income of any Person if such Person is not a Subsidiary, in which
the Company or any of its Subsidiaries has an interest, except to
the  extent  of  the  amount  of any dividends  or  distributions
actually  paid  in  cash to the Company or a  Subsidiary  of  the
Company  during such period, but not in excess of  the  Company's
pro  rata  share of such Person's net income (or loss) subsequent
to  the  Issue  Date; (iii) net income (or loss)  of  any  Person
combined  with  the  Company or any  of  its  Subsidiaries  in  a
"pooling of interests" basis attributable to any period prior  to
the  date  of combination; (iv) any gain or loss, net  of  taxes,
realized  upon  the termination of any employee  pension  benefit
plan;  (v)  net  gains or losses in respect  of  dispositions  of
assets  other than in the ordinary course of business;  (vi)  the
net  income  of any Subsidiary to the extent that the declaration
of  dividends or similar distributions by that Subsidiary of that
income  is not at the time permitted, directly or indirectly,  by
operation   of  the  terms  of  its  charter  or  any  agreement,
instrument,   judgment,   decree,   order,   statute,   rule   or
governmental  regulations applicable to that  Subsidiary  or  its
shareholders.

          "CONSOLIDATED RENTAL PAYMENTS" of any Person means, for
any  period, the aggregate rental obligations of such Person  and
its  Consolidated  Subsidiaries (not including taxes,  insurance,
maintenance and similar expenses that the lessee is obligated  to
pay  under  the  terms of the relevant leases), determined  on  a
Consolidated basis in accordance with GAAP, payable in respect of
such  period (net of income from subleases thereof, not including
taxes,  insurance,  maintenance and  similar  expenses  that  the
sublessee  is obligated to pay under the terms of such sublease),
whether  or not such obligations are reflected as liabilities  or
commitments  on a Consolidated balance sheet of such  Person  and
its Subsidiaries or in the notes thereto, excluding, however,  in
any  event, (i) that portion of Consolidated Interest Expense  of
such  Person representing payments by such Person or any  of  its
Consolidated   Subsidiaries  in  respect  of  Capitalized   Lease
Obligations  (net  of  payments to such  Person  or  any  of  its
Consolidated   Subsidiaries   under   subleases   qualifying   as
capitalized  lease  subleases to the extent  that  such  payments
would  be  deducted in determining Consolidated Interest Expense)
and  (ii) the aggregate amount of amortization of obligations  of
such  Person and its Consolidated Subsidiaries in respect of such
Capitalized Lease Obligations for such period (net of payments to
such Person or any of its Consolidated Subsidiaries and subleases
qualifying as capitalized lease subleases to the extent that such
payments  could  be  deducted  in determining  such  amortization
amount).

          "CONSOLIDATION" means, with respect to any Person,  the
consolidation  of the accounts of such Person  and  each  of  its
subsidiaries if and to the extent the accounts of such Person and
each  of  its  subsidiaries would normally be  consolidated  with
those  of  such  Person, all in accordance with  GAAP.  The  term
"Consolidated" shall have a similar meaning.

          "COVENANT  DEFAULT"  means  any  event  (other  than  a
Payment  Default) the occurrence of which entitles  one  or  more
Persons  to  accelerate  the maturity of  any  Designated  Senior
Indebtedness.

          "CURRENCY HEDGE OBLIGATIONS" means, at any time  as  to
any  Person,  the obligations of such Person at such  time  which
were incurred in the ordinary course of business pursuant to  any
foreign currency exchange agreement, option or future contract or
other  similar  agreement  or  arrangement  designed  to  protect
against  or  manage  such Person's or any  of  its  subsidiaries'
exposure to fluctuations in foreign currency exchange rates.

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

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

          "DEFICIENCY  CORRECTION DATE" shall  have  the  meaning
provided in Section 4.04.

          "DESIGNATED SENIOR INDEBTEDNESS" means:  (i) so long as
any  amount  is outstanding or any commitment remains  in  effect
under  the Senior Secured Credit Facility, all Indebtedness under
the  Senior  Secured Credit Facility; and (ii) any  other  Senior
Indebtedness  which,  at  the  time  of  determination,  has   an
aggregate principal amount outstanding of, and/or any commitments
to lend up to, at least $5 million and is specifically designated
in   the  instrument  evidencing  such  Senior  Indebtedness   as
"Designated  Senior Indebtedness" by the Company,  provided  that
any  such  other Senior Indebtedness has been incurred  with  the
approval  of the Board of Directors of the Company, such approval
to be evidenced by a Board Resolution.

          "DISPOSITION"  means  any  direct  or  indirect   sale,
conveyance,  transfer,  lease  or other  disposition  (including,
without limitation, by way of merger or consolidation or by means
of a Sale and Lease-Back Transaction).

          "DISQUALIFIED CAPITAL STOCK" means, with respect to any
Person, any Capital Stock or Partnership Interest of such  Person
that, by its terms, by the terms of any agreement related thereto
or  by  the  terms of any security into which it is  convertible,
puttable  or exchangeable, is, or upon the happening of an  event
or  the  passage  of time would be, required to  be  redeemed  or
repurchased by such Person or its Subsidiaries, including at  the
option of the holder, in whole or in part, or matures or has,  or
upon  the happening of an event or passage of time would have,  a
redemption or similar payment due, in each instance on  or  prior
to  one  year following the Maturity Date, in cash or  securities
constituting Indebtedness.

          "EVENT  OF DEFAULT" shall have the meaning provided  in
Section 6.01.

          "EXCESS  PROCEEDS" shall have the meaning  provided  in
Section 4.18.

          "EXCHANGE  ACT"  means the Securities Exchange  Act  of
1934,  as  amended, and the rules and regulations promulgated  by
the Commission thereunder.

          "FAIR   MARKET   VALUE"   means,   with   respect    to
consideration  received  or  to  be  received  pursuant  to   any
transaction by any Person, the price which could be negotiated in
an  arm's  length  free market transaction, for cash,  between  a
willing  seller  and a willing buyer, neither of  whom  is  under
undue  pressure  or  compulsion to complete the  transaction,  as
determined  in  good  faith  by the Board  of  Directors  of  the
Company.

          "FIXED CHARGE COVERAGE RATIO" means for any period  the
ratio   of  (a)  the  sum  of  Consolidated  Net  Income  (Loss),
Consolidated  Interest Expense, one-third of Consolidated  Rental
Payments,  and  Consolidated Income  Tax  Expense  plus,  without
duplication, all depreciation, amortization and all other noncash
charges  (excluding  any  such  noncash  charge  constituting  an
extraordinary  item of loss or any noncash charge which  requires
an  accrual  of  or  a reserve for cash charges  for  any  future
period),  in each case, for such period, of the Company  and  its
Subsidiaries   on  a  Consolidated  basis,  all   determined   in
accordance  with  GAAP to (b) Consolidated Interest  Expense  and
one-third  of  Consolidated  Rental  Payments  for  such  period;
provided  that  in  making  such  computation,  the  Consolidated
Interest  Expense  attributable to interest on  any  Indebtedness
computed  on  a  pro forma basis and bearing a floating  interest
rate  shall be computed as if the rate in effect on the  date  of
computation had been the applicable rate for the entire period.

          "GAAP"  means  at  any  date, United  States  generally
accepted  accounting  principles, consistently  applied,  as  set
forth  in the opinions of the Accounting Principles Board of  the
American Institute of Certified Public Accountants ("AICPA")  and
statements  of the Financial Accounting Standards  Board,  or  in
such  other  statements by such other entity as may be designated
by  the AICPA, that are applicable to the circumstances as of the
date  of  determination; provided, however, that all calculations
made  for  purposes of determining compliance with the provisions
set forth herein shall utilize GAAP in effect at the Issue Date.

          "GUARANTEE"  means the Guarantee set forth  in  Article
Twelve and any additional guarantee of Senior Subordinated Notes.

          "GUARANTOR" means (i) as of the Issue Date, the Initial
Guarantors,  and  (ii)  thereafter,  unless  released  from   the
Guarantee  as permitted by this Indenture, the Initial Guarantors
and  any  other  Person that becomes a guarantor  of  the  Senior
Subordinated  Notes  in compliance with the  provisions  of  this
Indenture  and executes a supplemental indenture agreeing  to  be
bound by the terms of this Indenture.

          "GUARANTOR SENIOR INDEBTEDNESS" means, with respect  to
any  Guarantor, the principal of, premium, if any,  and  interest
(including interest to the extent allowable, accruing  after  the
filing  of a petition initiating any proceeding under any  state,
federal  or foreign bankruptcy laws) of any Indebtedness of  such
Guarantor  (other than as otherwise provided in this definition),
whether  outstanding  on the Issue Date or  thereafter,  created,
incurred  or  assumed,  unless, in the  case  of  any  particular
Indebtedness, the instrument creating or evidencing the  same  or
pursuant to which the same is outstanding expressly provides that
such Indebtedness shall not be senior in right of payment to  the
Guarantee of such Guarantor.  Without limiting the foregoing,  in
the case of the Senior Secured Credit Facility, "Guarantor Senior
Indebtedness" means and includes all obligations of any guarantor
thereunder, including, without limitation, principal, premium, if
any, interest (including interest accruing after the filing of  a
petition  initiating  any  proceeding  under  state,  federal  or
foreign  bankruptcy  laws), fees, breakage  costs,  reimbursement
obligations,  indemnities,  and all  other  obligations  of  such
parties to the Lenders. Notwithstanding the foregoing, "Guarantor
Senior  Indebtedness" does not include (i) Indebtedness evidenced
by  the  Guarantee of such Guarantor, (ii) Indebtedness  that  is
subordinate or junior in right of payment to any Indebtedness  of
such  Guarantor,  (iii)  Indebtedness  which  when  incurred  and
without  respect  to  any  election  under  Section  1111(b)   of
Title  11,  United  States  Code, is  without  recourse  to  such
Guarantor,  (iv) Indebtedness which is represented by  Redeemable
Capital  Stock,  (v) any liability for federal, state,  local  or
other  taxes  owed or owing by such Guarantor, (vi) any  accounts
payable to trade creditors created, incurred, or assumed by  such
Guarantor  in the ordinary course of business in connection  with
obtaining  goods,  materials or services, (vii)  Indebtedness  of
such  Guarantor  to a Subsidiary of the Company,  (viii)  amounts
payable on any Indebtedness to any employee or Affiliate of  such
Guarantor other than as provided in clause (vii) (except for  any
Indebtedness  evidenced by any debt securities of such  Guarantor
purchased   by  such  employee  or  Affiliate  after  such   debt
securities  have  been  registered  under  the  Securities   Act,
provided  that  such  debt securities rank  senior  in  right  of
payment  to  the Guarantee of such Guarantor and the issuance  of
the  securities  was  permitted  by  the  covenant  described  in
Section  4.13,  (ix)  that portion of any Indebtedness  which  is
issued   by  such  Guarantor  in  violation  of  this  Indenture,
provided, however, that in the case of the preceding clause (ix),
any Indebtedness issued to any Person who had no actual knowledge
that  the incurrence of such Indebtedness was not permitted under
Section  4.13 and who received on the date of issuance thereof  a
certificate from an officer of the Company to the effect that the
issuance  of  such  Indebtedness would not violate  such  Section
shall    constitute    Guarantor    Senior    Indebtedness    and
(x)  Indebtedness of such Guarantor representing a  guarantee  of
Subordinated Indebtedness of the Company or any other  Guarantor,
or  a  guarantee of Indebtedness that ranks pari passu  with  the
Senior Subordinated Notes.

          "HOLDER" or "SECURITYHOLDER" means the Person in  whose
name  a Senior Subordinated Note is registered on the Registrar's
books.

          "INDEBTEDNESS" as applied to any Person means,  at  any
time,  without  duplication, whether recourse  is  to  all  or  a
portion  of  the  assets  of  such Person,  and  whether  or  not
contingent:   (i)  any  obligation of such  Person  for  borrowed
money;  (ii)  any obligation of such Person evidenced  by  bonds,
debentures,  notes  or  other  similar  instruments,   including,
without  limitation, any such obligations incurred in  connection
with  acquisition  of  Property, assets or businesses,  excluding
accounts  payable made in the ordinary course of  business  which
are not more than 90 days overdue or which are being contested in
good  faith  and by appropriate proceedings; (iii) any obligation
of  such  Person  for all or any part of the  purchase  price  of
Property or assets or for the cost of Property constructed or  of
improvements  thereto  (including  any  obligation  under  or  in
connection with any letter of credit related thereto), other than
accounts  payable  incurred in respect of Property  and  services
purchased  in the ordinary course of business which are  no  more
than  90 days overdue or which are being contested in good  faith
and  by  appropriate  proceedings; (iv) any  obligation  of  such
Person  upon  which interest charges are customarily paid  (other
than  accounts  payable  incurred  in  the  ordinary  course   of
business);  (v)  any obligation of such Person under  conditional
sale  or  other title retention agreements relating to  purchased
Property; (vi) any obligation of such Person issued or assumed as
the  deferred  purchase price of Property or assets  (other  than
accounts  payable  incurred in the ordinary  course  of  business
which  are  no  more  than 90 days overdue  or  which  are  being
contested  in  good faith and by appropriate proceedings);  (vii)
any  Capitalized  Lease  Obligation or Attributable  Indebtedness
pursuant  to any Sale and Lease-Back Transaction of such  Person;
(viii)  any  obligation  secured by (or  for  which  the  obligee
thereof  has  an existing right, contingent or otherwise,  to  be
secured  by) any Lien on Property owned or acquired,  whether  or
not  any  obligation secured thereby has been  assumed,  by  such
Person;  (ix)  any obligation of such Person in  respect  of  any
letter  of credit supporting any obligation of any other  Person;
(x)  the  maximum  fixed  repurchase price  of  any  Disqualified
Capital  Stock of such Person (or if such Person is a subsidiary,
any Preferred Stock of such Person); (xi) the notional amount  of
any Interest Swap Obligation or Currency Hedge Obligation of such
Person  at  the  time of determination; and (xii) any  obligation
which  is  in  economic  effect a guarantee,  regardless  of  its
characterization  (other  than an  endorsement  in  the  ordinary
course  of business), with respect to any Indebtedness of another
Person,  to the extent guaranteed. For purposes of the  preceding
sentence,  the maximum fixed repurchase price of any Disqualified
Capital Stock or subsidiary Preferred Stock that does not have  a
fixed repurchase price shall be calculated in accordance with the
terms  of such Disqualified Capital Stock or subsidiary Preferred
Stock  as  if  such  Disqualified  Capital  Stock  or  subsidiary
Preferred   Stock  were  repurchased  on  any   date   on   which
Indebtedness shall be required to be determined pursuant to  this
Indenture;  provided that if such Disqualified Capital  Stock  or
subsidiary   Preferred  Stock  is  not  then  permitted   to   be
repurchased, the repurchase price shall be the book value of such
Disqualified  Capital  Stock or subsidiary Preferred  Stock.  The
amount  of  Indebtedness of any Person at any date shall  be  the
outstanding balance at such date of all unconditional obligations
as described above and the maximum liability of any guarantees at
such  date;  provided, further, that for purposes of  calculating
the   amount  of  any  non-interest  bearing  or  other  discount
security,  such Indebtedness shall be deemed to be the  principal
amount  thereof that would be shown on the balance sheet  of  the
issuer dated such date prepared in accordance with GAAP but  that
such  security shall be deemed to have been incurred only on  the
date of the original issuance thereof.

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

          "INDEPENDENT  FINANCIAL ADVISOR"  means  an  investment
banking,  accounting or appraisal firm of national  standing  (i)
which  does  not, and whose directors, officers and employees  or
Affiliates  do not, have a direct or indirect ownership  interest
or  material direct or indirect financial interest in the Company
or any of its Subsidiaries or Affiliates, provided that ownership
of  three  percent  (3%)  or less of the issued  and  outstanding
shares  of  Capital  Stock of the Company  shall  not  constitute
having  a  direct or indirect ownership or financial interest  in
the  Company or any of its Subsidiaries or Affiliates,  and  (ii)
which, in the judgment of the disinterested members of the  Board
of  Directors of the Company, as evidenced by a Board Resolution,
is  independent and qualified to perform the task for which it is
to be engaged.

          "INITIAL     GUARANTORS"    means     TRISM     Secured
Transportation,  Inc.  (f/k/a  Tri-State  Motor  Transit  Co.  of
Delaware),  a  Delaware  corporation,  TRISM  Heavy  Haul,   Inc.
(f/k/a  TSMB  2 Acquisition Corporation), a Delaware corporation,
E.  L. Powell & Sons Trucking Co., Inc., an Oklahoma corporation,
Tri-State  Motor  Transit  Co.,  a  Delaware  corporation,  TRISM
Specialized Carriers, Inc., a Georgia corporation, Aero Body  and
Truck  Equipment,  Inc.,  a Delaware corporation,  TRISM  Special
Services,  Inc.,  a  Georgia corporation,  Diablo  Systems,  Inc.
(d/b/a  Diablo  Transportation, Inc.), a California  corporation,
TRISM  Eastern,  Inc.  (d/b/a  C. I.  Whitten  Transfer  Co.),  a
Delaware   corporation,  TRISM  Transport,   Inc.,   a   Delaware
corporation,  TRISM Transport Services, Inc., a Utah corporation,
TRISM  Logistics,  Inc.,  a  New Jersey  corporation,  and  TRISM
Equipment, Inc., a Delaware corporation.

          "INTEREST PAYMENT DATE" means the stated maturity of an
installment of interest on the Senior Subordinated Notes.

          "INTEREST SWAP OBLIGATION" means any obligation of  any
Person pursuant to any arrangement with any other Person whereby,
directly  or indirectly, such Person is entitled to receive  from
time  to  time periodic payments calculated by applying either  a
fixed or floating rate of interest on a stated notional amount in
exchange for periodic payments made by such Person calculated  by
applying  a  fixed  or  floating rate of  interest  on  the  same
notional   amount;   provided  that  the  term   "Interest   Swap
Obligation"  shall  also include interest rate exchange,  collar,
cap,  swap  option or similar agreements providing interest  rate
protection.

          "INVESTMENT" by any Person means (i) any investment  or
acquisition  by  such  Person, in any transaction  or  series  of
related  transactions, whether by a purchase  of  Capital  Stock,
Partnership   Interests  or  assets,  share   purchase,   capital
contribution, loan, advance (other than (a) reasonable loans  and
advances to employees for moving and travel expenses or as salary
advances,  incurred,  in  each case, in the  ordinary  course  of
business  consistent  with past practice, and  (b)  trade  credit
extended to customers in the ordinary course of business  of  the
Company  or any of its Subsidiaries consistent with past practice
and  on  terms and conditions common in the industry and no  less
favorable  to  the Company or such Subsidiary than  trade  credit
extended by other suppliers similarly situated) or similar credit
extension  constituting Indebtedness of another Person,  and  any
guarantee  of  Indebtedness of any other  Person  (other  than  a
guarantee  of  Indebtedness incurred  under  the  Senior  Secured
Credit   Facility  or  this  Indenture),  and  (ii)  any  Capital
Expenditure.  The amount of any Investment shall be  the  greater
of (A) the Fair Market Value of the assets being transferred, and
(B)  the  gross  amount of assets acquired as a  result  of  such
Investment (or in the case of an Investment in Capital  Stock  or
Partnership  Interests issued by another Person, the  appropriate
proportion of the gross assets of such other Person).

          "ISSUE DATE" means February 15, 2000.

          "LENDER" means collectively the lenders and agent under
the Senior Secured Credit Facility.

          "LIEN"  means  any mortgage, pledge, lien, encumbrance,
charge  or  adverse  claim affecting title  or  resulting  in  an
encumbrance  against  real or personal property,  or  a  security
interest  of any kind (including any lease, conditional  sale  or
other  title  retention agreement having substantially  the  same
economic  effect  as any of the foregoing, any  option  or  other
agreement  to sell which is intended to constitute  or  create  a
security interest, mortgage, pledge or lien (other than bona fide
options and agreements for the sale of assets) and any filing  of
or  agreement to give any financing statement under  the  Uniform
Commercial Code (or equivalent statutes) of any jurisdiction).

          "MAINTENANCE   CAPITAL  EXPENDITURES"   means   Capital
Expenditures   directly   related  to   maintaining,   servicing,
replacing  and upgrading the tractors, trailers, vans  and  other
equipment used by the Company or any of its Subsidiaries  in  the
operation   of  the  TRISM  Business  on  the  Issue  Date,   and
specifically  excludes  Capital  Expenditures  related   to   the
acquisition  of  any  other tractors, trailers,  vans  and  other
equipment.

          "MATURITY DATE" means February 15, 2005.

          "MINIMUM NET WORTH" means an amount equal to 80% of the
Net Worth of the Company as of the Issue Date.

          "NET  CASH  PROCEEDS" means with respect to  any  Asset
Sale,  the  proceeds  in  the form of cash  or  Cash  Equivalents
including  payments  in respect of deferred  payment  obligations
when received in the form of cash or Cash Equivalents received by
the  Company or any of its Subsidiaries from such Asset Sale, net
of (i) reasonable and customary expenses directly related to such
Asset  Sale,  (ii)  provision for the net  amount  of  all  taxes
directly  payable  as  a  result of such Asset  Sale,  and  (iii)
amounts  required to be applied to the repayment of  Indebtedness
(other  than Indebtedness hereunder or any Indebtedness  that  is
not  secured  by the assets that were the subject of  such  Asset
Sale)  secured  by a Permitted Lien on the assets that  were  the
subject of such Asset Sale.

          "NET PROCEEDS PURCHASE" shall have the meaning provided
in Section 4.18.

          "NET  WORTH" as of any date means, with respect to  any
Person, the amount of the equity of the holders of Capital  Stock
of  such  Person that would appear on the balance sheet  of  such
Person  as  of  such  date, determined in accordance  with  GAAP,
adjusted  to exclude (to the extent included in such equity)  the
amount of equity attributable to any Disqualified Capital Stock.

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

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

          "OFFICERS'  CERTIFICATE" means,  with  respect  to  any
Person, a certificate signed by two Officers or by an Officer and
either  an Assistant Treasurer or an Assistant Secretary of  such
Person  and otherwise complying with the requirements of Sections
13.04 and 13.05.

          "OPINION OF COUNSEL" means a written opinion from legal
counsel  who  is  reasonably acceptable to the Trustee  complying
with  the  requirements  of Sections  13.04  and  13.05.   Unless
otherwise  required by the Trustee, the legal counsel may  be  an
employee of or counsel to the Company or the Trustee.

          "PARTNERSHIP  INTEREST" means any  general  or  limited
partnership  interest and any interest as a member of  a  limited
liability  company,  or  any option, warrant  or  other  security
convertible into or exchangeable for any of the foregoing.

          "PAYING  AGENT"  shall  have the  meaning  provided  in
Section 2.03.

          "PAYMENT  DEFAULT" means any default in the payment  of
principal,   premium,  if  any,  or  interest   on   any   Senior
Indebtedness,  beyond any applicable grace  period  with  respect
thereto.

          "PAYMENT   RESTRICTION"  means,  with  respect   to   a
Subsidiary  of  any  Person,  any  encumbrance,  restriction   or
limitation, whether by operation of the terms of its  charter  or
by  reason of any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation, on the ability  of  (i)
such  Subsidiary to (a) pay dividends or make other distributions
on its Capital Stock or Partnership Interests or make payments on
any obligation, liability or Indebtedness owed to such Person  or
any  other Subsidiary of such Person, (b) make loans or  advances
to  such  Person or any other Subsidiary of such Person,  or  (c)
transfer  any of its properties or assets to such Person  or  any
other Subsidiary of such Person, or (ii) such Person or any other
Subsidiary  of  such  Person to receive or retain  any  such  (a)
dividends,  distributions or payments, (b) loans or advances,  or
(c) transfers of properties or assets.

          "PERMITTED  BUSINESS INVESTMENT" means  any  Investment
(other than Maintenance Capital Expenditures) directly related to
the TRISM Business, as it is conducted as of the Issue Date, made
by  the expenditure of cash or Cash Equivalents (or by assumption
or   incurrence  of  Indebtedness  to  the  extent  permitted  by
Section   4.13(e)  hereof);  provided,  however,  that  (i)   the
aggregate  of  all Permitted Business Investments in  any  Yearly
Period  shall not exceed $5 million (or, in the case of a  Yearly
Period  consisting of less than 365 days, a proportionally  lower
amount based upon the number of days in such Yearly Period),  and
(ii)  any  Permitted  Business Investment which  individually  or
together   with   any  similar  or  related  Permitted   Business
Investments and Permitted Business Investments constituting  part
of a common plan or series of transactions involves an Investment
of  an  amount  of $2.5 million or more must be approved  by  the
Board of Directors as evidenced by a Board Resolution.

          "PERMITTED  INVESTMENT" by any  Person  means  (i)  any
Permitted  Business Investment, (ii) cash and  Cash  Equivalents,
(iii) Investments existing on the Issue Date, (iv) Investments by
the  Company or any Wholly-owned Subsidiary of the Company in the
Company or any other Wholly-owned Subsidiary of the Company  that
is  a  Guarantor  (other  than any such Investments  which  would
constitute  Stock  Payments or Restricted Debt Prepayments),  and
(v)  Maintenance Capital Expenditures subject to,  and  permitted
by, Section 4.22.

          "PERMITTED  JUNIOR SECURITIES" means any securities  of
the  Company or any other corporation that are equity  securities
or   are   subordinated  in  right  of  payment  to  all   Senior
Indebtedness,   that   may  at  the  time  be   outstanding,   to
substantially  the same extent as, or to a greater  extent  than,
the Senior Subordinated Notes are so subordinated as provided  in
this Indenture.

          "PERMITTED  LIENS"  shall mean  (i)  Liens  for  taxes,
assessments, and governmental charges to the extent not  required
to  be  paid  under  this  Indenture;  (ii)  statutory  Liens  of
landlords   and  carriers,  warehousemen,  mechanics,  suppliers,
materialmen,  repairmen,  or other  like  Liens  arising  in  the
ordinary course of business and with respect to amounts  not  yet
delinquent  or  being  contested in  good  faith  by  appropriate
process  of  law,  and for which a reserve or  other  appropriate
provision, if any, as shall be required by GAAP shall  have  been
made;  (iii)  pledges  or  deposits in  the  ordinary  course  of
business to secure lease obligations or nondelinquent obligations
under  workers' compensation, unemployment insurance  or  similar
legislation;  (iv)  Liens  to secure the  performance  of  public
statutory  obligations  that are not  delinquent,  appeal  bonds,
performance  bonds or other obligations of a like  nature  (other
than  for  borrowed  money); (v) Liens arising  under  government
contracts  in the ordinary course of business that do not  secure
any  Indebtedness;  (vi) easements, rights-of-way,  restrictions,
minor  defects  or  irregularities in  title  and  other  similar
charges  or encumbrances not interfering in any material  respect
with the business of the Company or any Subsidiary of the Company
incurred  or  arising in the ordinary course of  business;  (vii)
rights  of banks to set off deposits against debts owed  to  said
banks;  (viii) any interest or title of a lessor in the  property
subject  to  any  lease, other than any such  interest  or  title
resulting from or arising out of a Default by the Company or  any
Subsidiary  of the Company of its obligations under  such  lease;
(ix)  any  other Liens imposed by operation of law which  do  not
materially  affect  the  Company's or any  of  its  Subsidiaries'
ability to perform its obligations under this Indenture; (x)  any
Liens arising under this Indenture, (xi) Liens arising under  the
Senior  Secured  Credit Facility; (xii) Liens  securing  purchase
money  Indebtedness;  and (xiii) Liens on property  of  a  Person
existing  at the time such Person is acquired by, or merged  into
or  consolidated  with, the Company or a Wholly-owned  Subsidiary
that is a Guarantor if (a) such Liens were in existence prior  to
the  contemplation of such acquisition, merger  or  consolidation
and  do  not  extend to any assets other than those  directly  or
indirectly  acquired as a result of such acquisition,  merger  or
consolidation, (b) such acquisition, merger or consolidation is a
Permitted  Business  Investment hereunder,  and  (c)  such  Liens
secure  Indebtedness in an aggregate principal amount at any  one
time outstanding of less than 80% of the book value of the assets
of  such Person immediately prior to such acquisition, merger  or
consolidation.

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

          "PLAN  OF  LIQUIDATION"  means,  with  respect  to  any
Person,   a   plan  that  provides  for,  contemplates   or   the
effectuation of which is preceded or accompanied by  (whether  or
not  substantially contemporaneously, in phases or otherwise) (i)
the  sale,  lease,  conveyance or other  disposition  of  all  or
substantially all of the assets of such Person otherwise than  as
an  entirety  or  substantially  as  an  entirety  and  (ii)  the
distribution of all or substantially all of the proceeds of  such
sale,   lease,  conveyance  or  other  disposition  and  all   or
substantially  all  of the remaining assets  of  such  Person  to
holders of Capital Stock of such Person.

          "PREFERRED  STOCK" means, with respect to  any  Person,
any   and   all  shares,  interests,  participations   or   other
equivalents  (however designated) of such Person's  preferred  or
preference  Capital  Stock  or  Partnership  Interests,   whether
outstanding on the date hereof or issued after the date  of  this
Indenture,  and  including, without limitation, all  classes  and
series of preferred or preference stock of such Person.

          "PROPERTY"  means,  with respect  to  any  Person,  any
interest of such Person in any kind of property or asset, whether
real,  personal  or  mixed, or tangible or intangible,  excluding
Capital Stock in any other Person.

          "QUALIFIED  CAPITAL STOCK" means, with respect  to  any
Person, any Capital Stock or Partnership Interest of such  Person
that is not Disqualified Capital Stock.

          "RECORD DATE" means the Record Dates specified  in  the
Senior Subordinated Notes, whether or not a Business Day.

          "REDEEMABLE  CAPITAL  STOCK" means  any  Capital  Stock
that, (i) either by its terms, by the terms of any security  into
which it is convertible or exchangeable or otherwise, is or  upon
the  happening of any event or passage of time would be, required
to  be  redeemed (in whole or in part) prior to the final  Stated
Maturity  of  the Senior Subordinated Notes or is redeemable  (in
whole or in part) at the option of the holder thereof at any time
prior to such final Stated Maturity, or (ii) is convertible  into
or  exchangeable for debt securities at any time  prior  to  such
final Stated Maturity.

          "REDEMPTION DATE," when used with respect to any Senior
Subordinated  Note to be redeemed or purchased,  means  the  date
fixed  for such redemption or purchase pursuant to this Indenture
and the Senior Subordinated Notes.

          "REDEMPTION  PRICE,"  when used  with  respect  to  any
Senior  Subordinated Note to be redeemed, means the  price  fixed
for  such  redemption pursuant to this Indenture and  the  Senior
Subordinated Notes.

          "REGISTRAR" shall have the meaning provided in  Section
2.03.

          "REGISTRATION RIGHTS AGREEMENT" means the  Registration
Rights  Agreement dated as of the Issue Date, between the Company
and  certain  Holders, substantially in the  form  of  Exhibit  B
attached  hereto,  as  such  may  be  amended,  supplemented   or
otherwise modified from time to time.

          "RESTRICTED   DEBT  PREPAYMENT"  means  any   principal
payment,  purchase,  redemption, defeasance (including,  but  not
limited   to,  in  substance  or  legal  defeasance)   or   other
acquisition  or retirement for value, directly or indirectly,  by
the  Company  or any of its Subsidiaries, prior to the  scheduled
maturity  or  prior to any scheduled repayment  of  principal  or
sinking  fund  payment, as the case may be, on or in  respect  of
Indebtedness  the  Company  or any of its  Subsidiaries  that  is
Subordinated Indebtedness or ranks pari passu in right of payment
to the Senior Subordinated Notes or the Guarantee, as applicable.

          "RESTRICTED PAYMENT" means any (i) Stock Payment,  (ii)
Investment   (other  than  a  Permitted  Investment)   or   (iii)
Restricted Debt Prepayment.

          "SALE  AND LEASE-BACK TRANSACTION" means, with  respect
to  any  Person, any direct or indirect arrangement  pursuant  to
which  Property  is  sold or transferred  by  such  Person  or  a
subsidiary of such Person and is thereafter leased back from  the
purchaser  or  transferee thereof by such Person or  one  of  its
subsidiaries.

          "SECURITIES ACT" means the Securities Act of  1933,  as
amended,   and  the  rules  and  regulations  of  the  Commission
promulgated thereunder.

          "SENIOR  INDEBTEDNESS" means the principal of, premium,
if   any,  and  interest  (including  interest,  to  the   extent
allowable, accruing after the filing of a petition initiating any
proceeding  under any state, federal or foreign bankruptcy  laws)
on  any  Indebtedness  of the Company (other  than  as  otherwise
provided  in this definition), whether outstanding on  the  Issue
Date  or thereafter created, incurred or assumed, unless, in  the
case  of any particular Indebtedness, the instrument creating  or
evidencing  the same or pursuant to which the same is outstanding
expressly provides that such Indebtedness shall not be senior  in
right    of   payment   to   the   Senior   Subordinated   Notes.
Notwithstanding  the foregoing, "Senior Indebtedness"  shall  not
include  (i)  Indebtedness evidenced by the  Senior  Subordinated
Notes or the Guarantees, (ii) Indebtedness that is subordinate or
junior in right of payment to any Indebtedness of the Company  or
any  Subsidiary,  (iii)  Indebtedness  which  when  incurred  and
without  respect  to  any  election  under  Section  1111(b)   of
Title  11, United States Code, is without recourse to the Company
or  any  Subsidiary, (iv) Indebtedness which  is  represented  by
Redeemable  Capital Stock, (v) any liability for federal,  state,
local, foreign or other taxes owed or owing by the Company or any
Subsidiary, (vi) any accounts payable to trade creditors created,
incurred  or  assumed  by the Company or any  Subsidiary  of  the
Company  in  the  ordinary course of business in connection  with
obtaining goods, materials or services, (vii) Indebtedness of the
Company   to  a  Subsidiary,  (viii)  amounts  payable   on   any
Indebtedness  to any employee or Affiliate of the  Company  other
than  as  provided  in clause (vii) (except for any  Indebtedness
evidenced by any debt securities of the Company purchased by such
employee  or  Affiliate  after such  debt  securities  have  been
registered  under  the Securities Act, provided  that  such  debt
securities  rank  senior  in  right  of  payment  to  the  Senior
Subordinated  Notes  and  the  issuance  of  the  securities  was
permitted  by  Section  4.13),  and  (ix)  that  portion  of  any
Indebtedness which at the time of issuance is issued in violation
of  this  Indenture; provided, however, that in the case of  this
clause  (ix), any Indebtedness issued to any Person  who  had  no
actual knowledge that the incurrence of such Indebtedness was not
permitted  under Section 4.13 and who received  on  the  date  of
issuance thereof a certificate from an officer of the Company  to
the  effect  that  the  issuance of such Indebtedness  would  not
violate   Section  4.13  shall  constitute  Senior  Indebtedness.
Without limiting the foregoing, in the case of the Senior Secured
Credit  Facility,  "Senior Indebtedness" means and  includes  all
obligations  of  any  borrower  thereunder,  including,   without
limitation,  principal,  premium,  if  any,  interest  (including
interest  accruing after the filing of a petition initiating  any
proceeding  under  state,  federal or foreign  bankruptcy  laws),
fees, breakage costs, reimbursement obligations, indemnities, and
all other obligations of such parties to the Lenders.

          "SENIOR REPRESENTATIVE" means the agent bank under  the
Senior  Secured  Credit Facility or any other representatives  of
the  holders of Designated Senior Indebtedness, as the  case  may
be.

          "SENIOR  SUBORDINATED NOTES" means  the  Company's  12%
Senior  Subordinated Notes Due 2005, as amended  or  supplemented
from  time to time in accordance with the terms hereof, that  are
issued pursuant to this Indenture.

          "SENIOR    SECURED   CREDIT   FACILITY"    means    the
Post-Confirmation Loan and Security Agreement, dated  as  of  the
date   of   this  Indenture,  by  and  among  the  Company,   the
Subsidiaries  of  the  Company signatories  thereto  and  Lender,
together  with  the  notes, security agreements,  guarantees  and
other Loan Documents (as therein defined) related thereto, as the
same may be amended, extended, renewed, restated, supplemented or
otherwise  modified from time to time, pursuant to  which  Lender
may  loan  up  to $45 million to the Company, and  any  agreement
governing  Indebtedness  incurred  to  refund  or  refinance  the
entirety  of  the borrowings and commitments then outstanding  or
permitted  to  be  outstanding under such Senior  Secured  Credit
Facility or such agreement.

          "STATED MATURITY" when used with respect to any  Senior
Subordinated  Note or any installment of interest thereon,  means
the dates specified in such Senior Subordinated Note as the fixed
date  on which the principal of such Senior Subordinated Note  or
such  installment of interest is due and payable, and  when  used
with  respect to any other Indebtedness, means the date specified
in  the instrument governing such Indebtedness as the fixed  date
on which the principal of such Indebtedness or any installment of
interest is due and payable.

          "STOCK PAYMENT" means, with respect to any Person,  (i)
the   declaration  or  payment  by  such  Person,   directly   or
indirectly,  either in cash or in property, of  any  dividend  on
(except, in the case of the Company, dividends payable solely  in
Qualified  Capital Stock of the Company), or the making  by  such
Person  or  any of its Subsidiaries of any other distribution  in
respect  of, such Person's Capital Stock or Partnership Interests
or  any warrants, rights or options to purchase or acquire shares
of  any class of such Capital Stock or Partnership Interests,  or
(ii)  the redemption, repurchase, retirement or other acquisition
for value by such Person or any of its Subsidiaries, directly  or
indirectly,  of  such  Person's or any of  its  Subsidiaries'  or
Affiliates'  Capital  Stock  or  Partnership  Interests  or   any
warrants, rights or options to purchase or acquire shares of  any
class  of such Capital Stock or Partnership Interests other than,
in  the  case  of the Company, through the issuance  in  exchange
therefor  solely  of  Qualified Capital  Stock  of  the  Company;
provided,  however,  that in the case  of  a  Subsidiary  of  the
Company,  the  term "Stock Payment" shall not  include  any  such
payment   with  respect  to  its  Capital  Stock  or  Partnership
Interests  or warrants, rights or options to purchase or  acquire
shares of any class of its Capital Stock or Partnership Interests
if  such  payment  is  made  to the  Company  or  a  Wholly-owned
Subsidiary  of the Company that is a Guarantor as  of  the  Issue
Date.

          "SUBORDINATED  INDEBTEDNESS" means (i) Indebtedness  of
the  Company  which is subordinated in right of  payment  to  the
Senior Subordinated Notes and (ii) Indebtedness of any Subsidiary
which is subordinated in right of payment to the Guarantee.

          "SUBSIDIARY" means, with respect to any Person,  (i)  a
corporation a majority of whose Capital Stock with voting  power,
under ordinary circumstances, to elect directors is, at the  date
of  determination, directly or indirectly, owned by such  Person,
by  one or more subsidiaries of such Person or by such Person and
one or more subsidiaries of such Person or (ii) a partnership  in
which such Person or a subsidiary of such Person is, at the  date
of  determination, a general partner of such partnership,  or  if
such  Person or its subsidiary is entitled to receive  more  than
50%  of  the assets of such partnership upon its dissolution,  or
(iii)  any  limited liability company or any other Person  (other
than  a  corporation or a partnership) in which  such  Person,  a
subsidiary  of  such  Person  or such  Person  and  one  or  more
subsidiaries of such Person, directly or indirectly, at the  date
of  determination, has (a) at least a majority ownership interest
or (b) the power to elect or direct the election of a majority of
the directors or other governing body of such Person.

          "SURVIVING  PERSON" shall have the meaning provided  in
Section 5.01.

          "TIA"  means the Trust Indenture Act of 1939  (15  U.S.
Code Sections 77aaa-77bbbb), as amended, as in effect on the date
of  the execution of this Indenture; provided, however, that,  in
the  event the Trust Indenture Act of 1939 is amended after  such
date,  "TIA" means, to the extent required by any such amendment,
the Trust Indenture Act of 1939, as so amended.

          "TRISM   BUSINESS"   means   the   transportation    of
extraordinarily heavy or oversized loads, or cargoes with special
handling   requirements,  such  as  munitions,   explosives   and
radioactive  and hazardous waste; the provision of  capacity  and
dedicated  fleet management services; the provision  of  logistic
management  services with respect to complex  moves  and  special
projects,  including  those  involving  hazardous  materials  and
engineered  equipment;  and the provision of  intermodal  support
services to the transportation industry, including terminal  gate
inspections  and  the  coordination of  terminal  administration,
container-yard operations, maintenance and repair administration,
rail-terminal  operations,  chassis-pool  management  and   asset
disposal, as such business is conducted on the Issue Date.

          "TRUST  OFFICER"  means  any  officer  of  the  Trustee
assigned by the Trustee to administer this Indenture.

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

          "U.S. GOVERNMENT OBLIGATIONS" means direct non-callable
obligations  of, or non-callable obligations guaranteed  by,  the
United  States of America for the payment of which obligation  or
guarantee  the  full  faith and credit of the  United  States  of
America is pledged.

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

          "VOTING  STOCK"  means  with  respect  to  any  Person,
securities  of  any  class or classes of Capital  Stock  in  such
Person entitling the holder thereof (whether at all times  or  at
the  times that such class of Capital Stock has voting  power  by
reason  of  the  happening of any contingency)  to  vote  in  the
election of members of the Board of Directors or comparable  body
of such Person.

          "WHOLLY-OWNED  SUBSIDIARY"  means  a  Subsidiary  of  a
specified  Person  all  of the shares of Capital  Stock,  or,  if
applicable,  all  of the Partnership Interests, of  which  (other
than  directors' qualifying shares) are at the time  directly  or
indirectly  owned by the specified Person or owned by  a  Wholly-
owned Subsidiary of the specified Person.

          "YEARLY  PERIOD" means each fiscal year (consisting  of
not less than four fiscal quarters) of the Company; provided that
the  first Yearly Period shall begin on the Issue Date and  shall
end  on December 31, 2000, and the last Yearly Period shall begin
on  the first day of the applicable fiscal year and shall end  on
the Maturity Date.

SECTION 1.02   Incorporation by Reference of TIA.

          Whenever  this Indenture refers to a provision  of  the
TIA,  such provision is incorporated by reference in, and made  a
part  of,  this Indenture. The following TIA terms used  in  this
Indenture have the following meanings:

          "indenture  securities" means the  Senior  Subordinated
Notes.

          "indenture security holder" means a Holder of a Senior
Subordinated Note;

          "indenture to be qualified" means this Indenture;

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

          "obligor"   on  the  indenture  securities  means   the
Company,  any  Guarantor,  or any other  obligor  on  the  Senior
Subordinated Notes or the Guarantee.

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

SECTION 1.03   Rules of Construction.

          Unless the context otherwise requires:

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

(2)  an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;
(3)  "or" is not exclusive;
(4)  words in the singular include the plural, and words in the
plural include the singular;
(5)  provisions apply to successive events and transactions;
(6)  "herein", "hereof", "hereunder" and other words of similar
import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision;
(7)  "including" is not intended to be a limiting term;
(8)  references to sections of or rules under the Securities Act
or the Exchange Act shall be deemed to include substitute,
replacement or successor sections or rules adopted by the
Commission from time to time; and
(9)   all references to amounts of money or $ mean U.S. Dollars.

                           ARTICLE TWO
                  THE SENIOR SUBORDINATED NOTES

SECTION 2.01   Form and Dating.

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

          The  terms  and  provisions  contained  in  the  Senior
Subordinated   Notes   and  the  notation  of   guarantee   shall
constitute,  and  are  hereby expressly  made,  a  part  of  this
Indenture  and,  to  the  extent  applicable,  the  Company,  the
Guarantors  and the Trustee, by their execution and  delivery  of
this Indenture, expressly agree to such terms and provisions  and
to be bound thereby.

SECTION 2.02   Execution and Authentication.

          Two Officers, or an Officer and an Assistant Secretary,
shall  sign,  or  one Officer shall sign and one  Officer  or  an
Assistant Secretary (each of whom shall, in each case, have  been
duly  authorized by all requisite corporate actions) shall attest
to,  the  Senior Subordinated Notes for the Company by manual  or
facsimile  signature.  Each Guarantor shall execute the  notation
of guarantee in the manner set forth in Section 12.10.

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

          A  Senior Subordinated Note shall not be valid until an
authorized   signatory  of  the  Trustee   manually   signs   the
certificate  of  authentication on the Senior Subordinated  Note.
The  signature  shall  be  conclusive evidence  that  the  Senior
Subordinated Note has been authenticated under this Indenture.

          The  Trustee  shall  authenticate on  the  Issue  Date,
Senior  Subordinated Notes for original issue  in  the  aggregate
principal  amount of up to $30,000,000, upon a written  order  of
the  Company  in  the  form  of  an Officers'  Certificate.   The
Officers'   Certificate  shall  specify  the  amount  of   Senior
Subordinated Notes to be authenticated and the date on which  the
Senior Subordinated Notes are to be authenticated.  The aggregate
principal amount of Senior Subordinated Notes outstanding at  any
time  may  not exceed $30,000,000, except as provided in  Section
2.07.   Upon the written order of the Company in the form  of  an
Officers'  Certificate,  the Trustee  shall  authenticate  Senior
Subordinated  Notes in substitution of Senior Subordinated  Notes
originally issued to reflect any name change of the Company.

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

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

SECTION 2.03   Registrar and Paying Agent.

          The  Company shall maintain an office or agency in  New
York,  New  York  where  (a)  Senior Subordinated  Notes  may  be
presented  or  surrendered for registration of  transfer  or  for
exchange  ("Registrar"),  (b) Senior Subordinated  Notes  may  be
presented  or  surrendered for payment ("Paying Agent")  and  (c)
notices  and  demands to or upon the Company in  respect  of  the
Senior Subordinated Notes and this Indenture may be served.   The
Company  may also from time to time designate one or  more  other
offices  or agencies where the Senior Subordinated Notes  may  be
presented  or  surrendered for any or all such purposes  and  may
from  time to time rescind such designations; provided,  however,
that  no  such  designation or rescission  shall  in  any  manner
relieve  the Company of its obligation to maintain an  office  or
agency in New York, New York for such purposes.  The Company  may
act  as  its own Registrar or Paying Agent, except that  for  the
purposes of Articles Three and Nine and Section 4.18, neither the
Company  nor any of its Subsidiaries or Affiliates shall  act  as
Paying  Agent.  The Registrar shall keep a register of the Senior
Subordinated  Notes  and  of their transfer  and  exchange.   The
Company,  upon notice to the Trustee, may have one  or  more  co-
Registrars  and  one or more additional paying agents  reasonably
acceptable to the Trustee.  The term "Paying Agent" includes  any
additional  paying  agent.  The Company  initially  appoints  the
Trustee  as  Registrar and Paying Agent until such  time  as  the
Trustee has resigned or a successor has been appointed.

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

SECTION 2.04   Paying Agent to Hold Assets in Trust.

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

SECTION 2.05   Securityholder Lists.

          The  Trustee shall preserve in as current a form as  is
reasonably practicable the most recent list available  to  it  of
the  names and addresses of Holders.  If the Trustee is  not  the
Registrar, the Company shall furnish to the Trustee at least  ten
days  prior to each Interest Payment Date and at such other times
as  the Trustee may request in writing a list in such form and as
of  such date as the Trustee may reasonably require of the  names
and  addresses of Holders, which list may be conclusively  relied
upon by the Trustee.

SECTION 2.06   Transfer and Exchange.

          When  Senior  Subordinated Notes are presented  to  the
Registrar  or  a  co-Registrar with a  request  to  register  the
transfer  of  such Senior Subordinated Notes or to exchange  such
Senior Subordinated Notes for an equal principal amount of Senior
Subordinated   Notes  of  other  authorized  denominations,   the
Registrar or co-Registrar shall register the transfer or make the
exchange  as  requested if its requirements for such  transaction
are  met;  provided, however, that the Senior Subordinated  Notes
surrendered  for  registration of transfer or exchange  shall  be
duly  endorsed or accompanied by a written instrument of transfer
in  form  satisfactory to the Company and the  Registrar  or  co-
Registrar,  duly executed by the Holder thereof or  his  attorney
duly authorized in writing.  To permit registrations of transfers
and  exchanges, the Company shall execute and the  Trustee  shall
authenticate Senior Subordinated Notes at the Registrar's or  co-
Registrar's  request.  No service charge shall be  made  for  any
registration of transfer or exchange, but the Company may require
payment  of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith  (other  than
any  such  transfer taxes or similar governmental charge  payable
upon  exchanges  or  transfers pursuant to Sections  2.02,  2.07,
2.10,  3.03, 3.07, 4.18 or 10.06).  The Registrar or co-Registrar
shall not be required to register the transfer of or exchange  of
any Senior Subordinated Note (i) during a period beginning at the
opening  of  business 15 days before the day of any selection  of
Senior  Subordinated Notes for redemption under Section 3.02  and
ending at the close of business on such day of selection and (ii)
selected  for redemption in whole or in part pursuant to  Article
Three,  except the unredeemed portion of any Senior  Subordinated
Note being redeemed in part.

SECTION 2.07   Replacement Senior Subordinated Notes.

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

          Every  replacement  Senior  Subordinated  Note  is   an
additional  obligation of the Company and is guaranteed  by  each
Guarantor  in the same manner as other Senior Subordinated  Notes
duly issued hereunder.

SECTION 2.08   Outstanding Senior Subordinated Notes.

          Senior  Subordinated Notes outstanding at any time  are
all the Senior Subordinated Notes that have been authenticated by
the  Trustee except those canceled by it, those delivered  to  it
for  cancellation and those described in this Section 2.08 as not
outstanding.   A Senior Subordinated Note does not  cease  to  be
outstanding because the Company, the Guarantors or any  of  their
respective Affiliates holds the Senior Subordinated Note.

          If  a Senior Subordinated Note is replaced pursuant  to
Section  2.07  (other than a mutilated Senior  Subordinated  Note
surrendered for replacement), it ceases to be outstanding  unless
the  Trustee receives proof satisfactory to it that the  replaced
Senior  Subordinated Note is held by a bona  fide  purchaser.   A
mutilated Senior Subordinated Note ceases to be outstanding  upon
surrender  of  such  Senior  Subordinated  Note  and  replacement
thereof pursuant to Section 2.07.

          If on a Redemption Date or the Maturity Date the Paying
Agent  (other  than the Company or its Subsidiary  or  Affiliate)
holds  U.S.  Legal Tender sufficient to pay all of the  principal
and  premium, if any, and interest due on the Senior Subordinated
Notes  payable  on that date, then on and after  that  date  such
Senior  Subordinated Notes (to the extent of the principal amount
redeemed,  in  the  case  of a partial redemption)  cease  to  be
outstanding and interest on them ceases to accrue.

SECTION 2.09   Treasury Senior Subordinated Notes.

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

          The Company shall notify the Trustee, in writing (which
notice  shall  constitute  actual  notice  for  purposes  of  the
foregoing  sentence), when it, the Guarantors  or  any  of  their
respective  Affiliates repurchases or otherwise  acquires  Senior
Subordinated  Notes, of the aggregate principal  amount  of  such
Senior  Subordinated Notes so repurchased or  otherwise  acquired
and  such other information as the Trustee may reasonably request
and the Trustee shall be entitled to rely thereon.

SECTION 2.10   Temporary Senior Subordinated Notes.

          Until  definitive Senior Subordinated Notes  are  ready
for  delivery,  the  Company may prepare and  the  Trustee  shall
authenticate  temporary  Senior  Subordinated  Notes.   Temporary
Senior  Subordinated Notes shall be substantially in the form  of
definitive Senior Subordinated Notes but may have variations that
the   Company   considers  appropriate   for   temporary   Senior
Subordinated  Notes.   Without unreasonable  delay,  the  Company
shall  prepare  and  the  Trustee shall  authenticate  definitive
Senior  Subordinated  Notes  in  exchange  for  temporary  Senior
Subordinated  Notes,  without charge to  the  Holder.   Until  so
exchanged,  the  temporary  Senior Subordinated  Notes  shall  be
entitled  to the same benefits under this Indenture as definitive
Senior Subordinated Notes.

SECTION 2.11   Cancellation.

          The Company at any time may deliver Senior Subordinated
Notes  to  the Trustee for cancellation.  The Registrar  and  the
Paying Agent shall forward to the Trustee any Senior Subordinated
Notes  surrendered to them for registration of transfer, exchange
or payment.  The Trustee, or at the direction of the Trustee, the
Registrar  or  the Paying Agent (other than the  Company  or  its
Subsidiary  or  Affiliate), and no one  else,  shall  cancel  and
dispose   of  all  Senior  Subordinated  Notes  surrendered   for
registration  of transfer, exchange, payment or cancellation  and
shall  deliver a certificate of such destruction to the  Company.
Subject  to  Section 2.07, the Company may not issue  new  Senior
Subordinated Notes to replace Senior Subordinated Notes  that  it
has  paid or delivered to the Trustee for cancellation.   If  the
Company  or  any  of its Subsidiaries shall acquire  any  of  the
Senior Subordinated Notes, such acquisition shall not operate  as
a  redemption or satisfaction of the Indebtedness represented  by
such  Senior  Subordinated Notes unless and until  the  same  are
surrendered  to  the Trustee for cancellation  pursuant  to  this
Section 2.11.

SECTION 2.12   Defaulted Interest.

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

SECTION 2.13   CUSIP Number.

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

                          ARTICLE THREE
                           REDEMPTION

SECTION 3.01   Notices to Trustee.

          If  the  Company  elects to redeem Senior  Subordinated
Notes  pursuant  to  Section 3.07 hereof,  it  shall  notify  the
Trustee of the Redemption Date and the principal amount of Senior
Subordinated  Notes  to  be redeemed and  whether  it  wants  the
Trustee  to give notice of redemption to the Holders at least  30
days (unless shorter notice shall be satisfactory to the Trustee,
as  evidenced  in a writing signed on behalf of the Trustee)  but
not  more  than  60 days before the Redemption  Date.   Any  such
notice  may  be  canceled at any time prior  to  notice  of  such
redemption being mailed to any Holder and shall thereby  be  void
and of no effect.

          The Company shall give each notice provided for in this
Section  3.01,  at  its  expense, at least  30  days  before  the
applicable Redemption Date (unless a shorter notice period  shall
be  satisfactory to the Trustee, as evidenced in a writing signed
on behalf of the Trustee), together with an Officers' Certificate
and  an  Opinion  of Counsel stating that such  redemption  shall
comply  with  the conditions contained herein and in  the  Senior
Subordinated Notes.

SECTION  3.02    Selection  of Senior Subordinated  Notes  to  Be
Redeemed.

          If  fewer than all of the Senior Subordinated Notes are
to  be redeemed, the Trustee shall select the Senior Subordinated
Notes  to be redeemed on a pro rata basis (or on as nearly a  pro
rata basis as is practicable, and in such case, by lot or by such
other  method  as  the Trustee shall determine  to  be  fair  and
appropriate) and in such manner as complies with applicable legal
and other requirements, if any.

          The  Trustee shall make the selection from  the  Senior
Subordinated  Notes  outstanding and not  previously  called  for
redemption  and shall promptly notify the Company in  writing  of
the Senior Subordinated Notes selected for redemption and, in the
case  of  any  Senior  Subordinated  Note  selected  for  partial
redemption, the principal amount thereof to be redeemed.   Senior
Subordinated  Notes  in denominations of  $1,000  or  any  lesser
amount may be redeemed only in whole.  The Trustee may select for
redemption  portions  (equal to $1,000 or any  integral  multiple
thereof) of the principal of Senior Subordinated Notes that  have
denominations  larger than $1,000; provided,  however,  that  the
Trustee  may  select for redemption any Senior Subordinated  Note
that  has a principal amount of less than $1,000.  Provisions  of
this Indenture that apply to Senior Subordinated Notes called for
redemption  also  apply to portions of Senior Subordinated  Notes
called for redemption.

SECTION 3.03   Notice of Redemption.

          At  least  30  days  (unless shorter  notice  shall  be
satisfactory to the Trustee, as evidenced in a writing signed  on
behalf  of  the  Trustee) but not more  than  60  days  before  a
Redemption Date, the Company shall mail a notice of redemption by
first  class mail to each Holder whose Senior Subordinated  Notes
are  to  be redeemed at its registered address.  At the Company's
request, the Trustee shall give the notice of redemption  in  the
Company's  name  and at the Company's expense.  Each  notice  for
redemption  shall identify the Senior Subordinated  Notes  to  be
redeemed and shall state:

          (1)  the Redemption Date;

          (2)  the Redemption Price;

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

          (4)  that Senior Subordinated Notes called for redemption must be
     surrendered to the Paying Agent to collect the Redemption Price
     and accrued interest, if any;

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

          (6)  if any Senior Subordinated Note is being redeemed in part,
     the portion of the principal amount of such Senior Subordinated
     Note to be redeemed and that, after the Redemption Date, and upon
     surrender  of  such Senior Subordinated Note, a  new  Senior
     Subordinated Note or Senior Subordinated Notes in  aggregate
     principal amount equal to the unredeemed portion thereof will be
     issued;

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

          (8)  the Paragraph of the Senior Subordinated Notes or Section of
     this Indenture pursuant to which the Senior Subordinated Notes
     are to be redeemed.

SECTION 3.04   Effect of Notice of Redemption.

          Once  notice of redemption is mailed in accordance with
Section  3.03,  Senior Subordinated Notes called  for  redemption
become  due  and  payable  on  the Redemption  Date  and  at  the
Redemption Price.  Upon surrender to the Trustee or Paying Agent,
such  Senior  Subordinated Notes called for redemption  shall  be
paid at the Redemption Price.

SECTION 3.05   Deposit of Redemption Price.

          Prior  to  10:00  AM,  New  York  City  time,  on  each
Redemption Date, the Company shall deposit with the Paying  Agent
U.S.  Legal Tender sufficient to pay the Redemption Price of  all
Senior Subordinated Notes to be redeemed on that date (other than
Senior   Subordinated  Notes  or  portions  thereof  called   for
redemption on that date which have been delivered by the  Company
to  the  Trustee  for  cancellation).   The  Paying  Agent  shall
promptly return to the Company any U.S. Legal Tender so deposited
which  is not required for that purpose upon the written  request
of the Company, except with respect to monies owed as obligations
to the Trustee pursuant to Article Seven.

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

SECTION 3.06   Senior Subordinated Notes Redeemed in Part.

          Upon surrender of a Senior Subordinated Note that is to
be  redeemed  in  part,  the Trustee shall authenticate  for  the
Holder  a  new  Senior  Subordinated Note or Senior  Subordinated
Notes equal in principal amount to the unredeemed portion of  the
Senior Subordinated Note surrendered.

SECTION 3.07   Optional Redemption.

          The  Senior  Subordinated Notes will be redeemable,  at
the  option of the Company, in whole at any time or in  part,  at
any time or from time to time, on and after the Issue Date, at  a
Redemption  Price equal to 101% of the principal amount  thereof,
plus,  in  each case, accrued interest thereon to the  Redemption
Date.

SECTION 3.08   Mandatory Purchase Upon Asset Sale.

          As  more particularly described in Section 4.18 of this
Indenture,  the  Senior Subordinated Notes shall  be  mandatorily
purchased by the Company, in whole or in part, upon certain Asset
Sales.

                          ARTICLE FOUR
                            COVENANTS

SECTION 4.01   Payment of Senior Subordinated Notes.

          (a)  The Company shall punctually pay the principal  of
and interest on the Senior Subordinated Notes on the dates and in
the  manner  provided  in  the  Senior  Subordinated  Notes.   An
installment   of  principal  of  or  interest   on   the   Senior
Subordinated Notes shall be considered paid on the date it is due
if  the  Trustee or Paying Agent (other than the Company  or  its
Subsidiary or Affiliate) holds, prior to 10:00 AM New  York  City
time,  on  that  date  U.S.  Legal  Tender  designated  for   and
sufficient to pay all principal, premium and interest then due.

          (b)    The   Company  shall  pay  interest  on  overdue
principal  and interest on overdue installments of  interest  and
premium,  to  the extent lawful, at a rate equal to the  rate  of
interest  otherwise  payable  on the  Senior  Subordinated  Notes
(after  giving  effect  to  any  increase  thereof  pursuant   to
Section 4.04(a) hereof), plus 2.00% per annum.

SECTION 4.02   Maintenance of Office or Agency.

          The  Company shall maintain in New York, New York,  the
office or agency required under Section 2.03 hereof.  The Company
shall  give prior notice to the Trustee of the location, and  any
change in the location, of such office or agency.  If at any time
the  Company shall fail to maintain any such required  office  or
agency  or  shall  fail to furnish the Trustee with  the  address
thereof, such presentations, surrenders, notices and demands  may
be  made  or  served at the address of the Trustee set  forth  in
Section 13.02.

SECTION 4.03   Limitation on Restricted Payments.

          The  Company  shall not, and shall cause  each  of  its
Subsidiaries not to, directly or indirectly, make any  Restricted
Payment.

SECTION 4.04   Minimum Net Worth.

          (a)   If  the  Company's Net Worth at the  end  of  any
fiscal  quarter is equal to or less than the Minimum  Net  Worth,
then, commencing on the date on which the Company shall give  the
Trustee  written  notice  of  any  such  deficiency,  the  Senior
Subordinated Notes shall thereafter bear interest at the rate  of
13% per annum.  The Senior Subordinated Notes shall bear interest
at such rate until the date (the "Deficiency Correction Date") on
which the Company shall give the Trustee written notice that  its
Net  Worth,  calculated  as  of the end  of  the  fiscal  quarter
immediately  preceding, is greater than the  Minimum  Net  Worth.
The Trustee shall notify the Holders that it has received such  a
notice  from  the Company within 10 days after it  receives  such
notice.   Subject  to Section 4.01(b) and the first  sentence  of
this  paragraph,  from and after the Deficiency Correction  Date,
the  Senior  Subordinated Notes shall bear interest at  the  rate
specified  therein.  Any notice given to the Trustee pursuant  to
this  paragraph shall be accompanied by an Officers'  Certificate
confirming the information set forth in such notice.

          (b)  The Company shall give the Trustee notice that its
Net  Worth is equal to or less than the Minimum Net Worth at  the
end  of any fiscal quarter in which its Net Worth is equal to  or
less  than such amount if such quarter is one of the first  three
quarters of any fiscal year of the Company, within 45 days  after
the  end  of  such  quarter and, if such quarter  is  the  fourth
quarter  of any fiscal year of the Company, within 90 days  after
the  end  of  such  fiscal year.  The Trustee  shall  notify  the
Holders  that  it  has received such a notice  from  the  Company
within 10 days after it receives such notice.

SECTION 4.05   Corporate Existence.

          Except  as  otherwise  provided by  Article  Five,  the
Company shall and shall cause its Subsidiaries to do or cause  to
be  done all things necessary to preserve and keep in full  force
and effect its corporate existence and the corporate, partnership
or other existence of each of its Subsidiaries in accordance with
the  respective organizational documents of each such entity  and
the  rights  (charter and statutory), licenses and franchises  of
the Company and each of its Subsidiaries; provided, however, that
the  Company shall not be required to preserve, with  respect  to
itself, any right, license or franchise, and with respect to  any
of its Subsidiaries, any such right, license or franchise, or the
corporate,  partnership or other existence of such  Subsidiaries,
if the Board of Directors of the Company 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.

SECTION 4.06   Payment of Taxes and Other Claims.

          The  Company shall and shall cause its Subsidiaries  to
pay  or  discharge or cause to be paid or discharged, before  the
same  shall  become  delinquent, (i) all taxes,  assessments  and
governmental  charges  (including  withholding  taxes   and   any
penalties,  interest and additions to taxes)  levied  or  imposed
upon the Company or any of its Subsidiaries or Properties of  the
Company  or any of their Subsidiaries and (ii) all lawful  claims
for  labor, materials and supplies that, if unpaid, might by  law
become  a  Lien upon the Property of the Company or  any  of  its
Subsidiaries;  provided,  however,  that  the  Company  and   its
Subsidiaries shall not be required to pay or discharge  or  cause
to  be  paid  or discharged any such tax, assessment,  charge  or
claim if either (a) the amount, applicability or validity thereof
is  being contested in good faith by appropriate proceedings  and
an  adequate reserve has been established therefor to the  extent
required  by  GAAP  or (b) the failure to make  such  payment  or
effect  such  discharge (together with all other  such  failures)
would  not  have  a  material adverse  effect  on  the  financial
condition  or  results  of operations  of  the  Company  and  its
Subsidiaries taken as a whole.

SECTION 4.07   Maintenance of Properties and Insurance.

          (a)   The  Company shall cause all Properties  used  or
useful  to the conduct of its business or the business of any  of
its  Subsidiaries  to be maintained and kept in  good  condition,
repair   and  working  order  and  supplied  with  all  necessary
equipment  and  shall  cause to be made  all  necessary  repairs,
renewals, replacements, betterments and improvements thereto, all
as  in  their  judgment may be necessary, so  that  the  business
carried   on   in  connection  therewith  may  be  properly   and
advantageously conducted at all times unless the  failure  to  so
maintain  such Properties (together with all other such failures)
would  not  have  a  material adverse  effect  on  the  financial
condition  or  results  of operations  of  the  Company  and  its
Subsidiaries taken as a whole; provided, however, that nothing in
this  Section  4.07  shall prevent the  Company  or  any  of  its
Subsidiaries  from discontinuing the operation or maintenance  of
any  of  such  Properties, or disposing of any of them,  if  such
discontinuance  or disposal would not be disadvantageous  in  any
material respect to the Company and is either (i) in the ordinary
course   of  business,  or  (ii)  otherwise  permitted  by   this
Indenture.

          (b)  The Company shall provide or cause to be provided,
for  itself  and  each of its Subsidiaries, insurance  (including
appropriate self-insurance) against loss or damage of  the  kinds
that,  in  the reasonable, good faith opinion of the Company  are
adequate and appropriate for the conduct of the business  of  the
Company  and its Subsidiaries in a prudent manner, with reputable
insurers,  in such amounts, with such deductibles,  and  by  such
methods as shall be either (i) consistent with past practices  of
the  Company  or the applicable Subsidiary or (ii) customary,  in
the   reasonable,  good  faith  opinion  of  the   Company,   for
corporations similarly situated in the industry.

SECTION 4.08   Compliance Certificate; Notice of Default.

          (a)   The  Company and each Guarantor shall deliver  to
the  Trustee  within 45 days after the end of each of  the  first
three  fiscal  quarters of each fiscal year of the  Company,  and
within 120 days after the end of the last fiscal quarter of  each
such  fiscal  year,  an  Officers'  Certificate,  complying  with
Section  314(a)(4)  of  the TIA, stating that  a  review  of  its
activities  and  the  activities of its Subsidiaries  during  the
preceding  fiscal  quarter (or, in the case of  the  last  fiscal
quarter,  the  preceding fiscal year) has  been  made  under  the
supervision  of  the signing Officers with a view to  determining
whether  each  has  kept, observed, performed and  fulfilled  its
obligations under this Indenture and further stating, as to  each
such  Officer signing such certificate, that to the best  of  his
knowledge the Company and its respective Subsidiaries during such
preceding  fiscal  quarter (or year, as  appropriate)  has  kept,
observed,  performed and fulfilled each and every  such  covenant
and that no Default or Event of Default under this Indenture,  or
event  of  default  under the Senior Secured Credit  Facility  or
event  of default under any other bond, debenture, note or  other
evidence   of  indebtedness  of  the  Company  or  any   of   its
Subsidiaries,   or  under  any  mortgage,  Indenture   or   other
instrument  (as  that  term is used in Section  6.01(4)  occurred
during such quarter (or year, as appropriate) or, if such signers
do know of such an occurrence, the certificate shall describe the
occurrence  and  its  status with particularity.   The  Officers'
Certificate shall disclose the Company's Net Worth at the end  of
such  fiscal  quarter (or year, as appropriate)  and  shall  also
notify  the Trustee should the Company elect to change the manner
in which it fixes its fiscal year end.

          (b)   The  Company shall deliver to the Trustee  within
120 days after the end of each fiscal year a written statement by
the  Company's  independent certified public accountants  stating
(A)  that  their audit examination has included a review  of  the
terms of this Indenture and the Senior Subordinated Notes as they
relate to accounting matters, and (B) whether, in connection with
their  audit examination, any Default has come to their attention
and if such a Default has come to their attention, specifying the
nature and period of existence thereof.

          (c)   The  Company shall and shall cause  each  of  its
Subsidiaries  to deliver to the Trustee, forthwith upon  becoming
aware,  and  in any event within 5 days after the occurrence,  of
(i)  any  Default or Event of Default under this Indenture;  (ii)
any event of default under the Senior Secured Credit Facility  or
any  event  of default under any other bond, debenture,  note  or
other  evidence  of Indebtedness of the Company  or  any  of  its
Subsidiaries,   or  under  any  mortgage,  indenture   or   other
instrument (as that term is used in Section 6.01(4));  and  (iii)
any  decline in Net Worth such that the Net Worth is equal to  or
less  than the Minimum Net Worth at the end of any fiscal quarter
or  any subsequent increase in Net Worth above such amount at the
end  of  any  fiscal quarter, an Officers' Certificate specifying
with particularity such event.

SECTION 4.09   Compliance with Laws.

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

SECTION 4.10   Commission Reports.

          Whether or not the Company is subject to Section 13  or
15(d)  of  the Exchange Act, or any successor provision  thereto,
the  Company  shall file with the Commission the annual  reports,
quarterly  reports  and other documents which the  Company  would
have  been required to file with the Commission pursuant to  such
Section  13  or 15(d) or any successor provision thereto  if  the
Company were subject thereto, such documents to be filed with the
Commission  on  or prior to the respective dates  (the  "Required
Filing  Dates") by which the Company would have been required  to
file them.  The Company shall also (whether or not it is required
to  file  reports with the Commission), within 30  days  of  each
Required Filing Date, file with the Trustee copies of the  annual
reports, quarterly reports and other documents (without exhibits)
which  the  Company  has  filed or  would  have  filed  with  the
Commission  pursuant to Section 13 or 15(d) of the Exchange  Act,
any  successor provisions thereto or this covenant.  The  Trustee
shall  furnish copies of any such reports and other documents  to
any Holder upon such Holder's written request.  The Company shall
not  be  required to file any report with the Commission  if  the
Commission  does not permit such filing.  The Company shall  also
comply with the other provisions of TIA Section 314(a).

SECTION 4.11   Waiver of Stay, Extension or Usury Laws.

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

SECTION 4.12   Limitation on Transactions with Affiliates.

          (a)  The Company shall not and shall not permit any  of
its Subsidiaries to (i) sell, lease, transfer, issue or otherwise
dispose of any of its Properties or assets or securities to, (ii)
purchase any Property, assets or securities from, (iii) make  any
Investment in, or (iv) enter into or suffer to exist any contract
or  agreement  with or for the benefit of, an  Affiliate  of  the
Company  or any of its Subsidiaries (an "Affiliate Transaction"),
other  than Affiliate Transactions permitted under the  following
paragraph, unless the Board of Directors of the Company, pursuant
to  a  Board  Resolution, reasonably and in good faith determines
that  such Affiliate Transaction is fair to the Company  or  such
Subsidiary,  as  the case may be, and is on  terms  at  least  as
favorable  as might reasonably have been obtainable at such  time
from an unaffiliated party.  All Affiliate Transactions (and each
series  of  related Affiliate Transactions which are  similar  or
part  of  a  common plan) involving aggregate payments  or  other
Property with a fair market value in excess of $50,000, shall  be
approved by a majority of the disinterested members of the  Board
of  Directors of the Company, such approval to be evidenced by  a
Board  Resolution  stating  that  such  Board  of  Directors  has
determined  that  such transaction complies  with  the  foregoing
provisions.

          (b)   The  provisions of the foregoing paragraph  shall
not  apply  to (i) reasonable and customary fees and compensation
paid  to,  and  indemnity (other than for  fraud  or  intentional
misrepresentation)  provided on behalf of,  officers,  directors,
employees   or  consultants  of  the  Company  or  any   of   its
Subsidiaries,  as  determined in  good  faith  by  the  Board  of
Directors  of  the Company or any such Subsidiary or  the  senior
management thereof, and (ii) transactions exclusively between  or
among  the Company and any of its Wholly-owned Subsidiaries  that
are  Guarantors  as of the Issue Date or exclusively  between  or
among  such Wholly-owned Subsidiaries that are Guarantors  as  of
the  Issue  Date,  provided such transactions are  not  otherwise
prohibited by this Indenture.

SECTION   4.13     Limitation   on  Incurrences   of   Additional
Indebtedness.

          (a)   Except  as  set forth in this Section  4.13,  the
Company will not, and will not permit any of its Subsidiaries to,
create,  incur, assume or, directly or indirectly, guarantee  the
payment  of  any  Indebtedness, except that the Company  and  its
Subsidiaries may incur Indebtedness if at the time of such  event
and  after  giving  effect  thereto on  a  pro  forma  basis  the
Company's  Fixed Charge Coverage Ratio for the four  full  fiscal
quarters  immediately preceding such event, taken as  one  period
(and calculated on the assumptions that (a) such Indebtedness had
been  incurred on the first day of such four-quarter period,  (b)
if  applicable, the proceeds therefrom had been used to repay, on
the  first day of such four-quarter period, Indebtedness actually
repaid with such proceeds, (c) in the case of acquisitions  which
occurred  during such four-quarter period or subsequent  to  such
four-quarter  period and/or prior to the date of the  transaction
giving  rise  to the need to calculate the Fixed Charge  Coverage
Ratio  on  a  pro  forma  basis,  on  the  assumption  that  such
transaction  occurred  on  the first  day  of  such  four-quarter
period,  (d)  in  the case of the incurrence of any  Indebtedness
during  such  four-quarter  period or subsequent  to  such  four-
quarter  period  and on or prior to the date of  the  transaction
giving  rise  to the need to calculate the Fixed Charge  Coverage
Ratio  on  a  pro  forma  basis,  on  the  assumption  that  such
transaction  occurred  on  the first  day  of  such  four-quarter
period,  and (e) in the case of any disposition of assets  during
such  four-quarter  period (or subsequent  to  such  four-quarter
period and/or prior to the date of the transaction giving rise to
the  need  to  calculate the Fixed Charge Coverage  Ratio)  which
would  require  pro forma financial information under  applicable
accounting  rules  of  the Commission or  which  results  in  the
assumption,   repayment,   defeasance   or   discharge   of   any
Indebtedness,  on  the  assumptions  that  such  disposition  had
occurred  on the first day of such four-quarter period  with  the
appropriate  adjustments with respect to such  disposition  being
included in such pro forma calculation, and that any Indebtedness
assumed, repaid, defeased or otherwise retired in connection with
such  disposition was also retired on such date), would have been
at  least equal to 2.0:1.0 if incurred during the period from the
Issue  Date  through December 31, 2000 and 2.25:1.0  if  incurred
thereafter.    For  purposes  of  this  Indenture,   Indebtedness
incurred  by  any Person that is not the Company or a Subsidiary,
which  Indebtedness  is outstanding at the time  such  Person  is
acquired  as  a  Subsidiary by, becomes, or  is  merged  into  or
consolidated  with,  such Subsidiary or  the  Company,  shall  be
deemed  to have been incurred or issued, as the case may  be,  at
the time such Person is acquired as a Subsidiary by, becomes,  or
is  merged  into  or  consolidated with, such Subsidiary  or  the
Company.  Any provision contained in this Section 4.13(a) to  the
contrary  notwithstanding, only those fiscal quarters that  begin
on  or  after January 1, 2000, shall be considered in making  the
calculations with respect to the Company's Fixed Charge  Coverage
Ratio required hereby.

          (b)   (i)  Notwithstanding Section 4.13(a), the Company
     and any of its Wholly-owned Subsidiaries that are Guarantors
     may incur Indebtedness pursuant to the Senior Secured Credit
     Facility  in  an  aggregate principal  amount  at  any  time
     outstanding  not to exceed $45 million subject to  permanent
     reduction as provided in Section 4.18; and

               (ii) The Company shall promptly notify the Trustee
     in writing of any reduction, refunding or refinancing of the
     Senior Secured Credit Facility.

          (c)   Notwithstanding Section 4.13(a), the Company  and
its  Subsidiaries may incur Indebtedness evidenced by the  Senior
Subordinated Notes and the Guarantee.

          (d)   Notwithstanding Section 4.13(a), the Company  may
incur  Indebtedness to any Guarantor, to the extent permitted  by
Sections 4.03 and 4.12.

          (e)   Notwithstanding Section 4.13(a), the Company  and
its  Wholly-owned  Subsidiaries that  are  Guarantors  may  incur
Indebtedness if such Indebtedness was incurred in connection with
the  grant of Liens of the type described in clause (xiii) of the
definition  of  the  term "Permitted Liens" and  the  transaction
pursuant to which such Indebtedness was incurred, and the  amount
of  such  Indebtedness, satisfies and complies with  all  of  the
requirements of such clause (xiii).

SECTION  4.14    Limitation  on  Payment  Restrictions  Affecting
Subsidiaries.

          The  Company shall not, and shall not permit any of its
Subsidiaries  to,  directly or indirectly, create  or  suffer  to
exist,  or  allow  to  become effective  any  consensual  Payment
Restriction with respect to any of its Subsidiaries,  except  for
(i)  any  such  restrictions contained in (a) the Senior  Secured
Credit  Facility and related documents as in effect on the  Issue
Date as any such payment restriction may apply to any present  or
future  Subsidiary, (b) this Indenture, (c) secured  Indebtedness
otherwise  permitted  to  be incurred or  to  remain  outstanding
pursuant  to  Sections 4.13 and 4.15 hereof and that  limits  the
right  of  the  debtor  to dispose of the  assets  securing  such
Indebtedness;  (ii) customary provisions restricting  subletting,
transfer or assignment of any lease or agreement entered into  by
the  Company  or  a  Subsidiary or the assets (other  than  cash)
subject  thereto;  (iii) customary pre-closing restrictions  with
respect  to the Company or a Subsidiary pursuant to an  agreement
that has been entered into for the sale or disposition of all  or
a  portion of the Capital Stock or assets of the Company or  such
Subsidiary, which is not otherwise prohibited by this  Indenture;
and  (iv)  restrictions  contained in  Indebtedness  incurred  to
refinance,  refund, extend or renew Indebtedness referred  to  in
clause (i) above or amendments to the Indebtedness referred to in
clause   (i)   above;  provided  that  the  Payment  Restrictions
contained  therein  are  not  any  more  restrictive  than  those
provided  for  in  such Indebtedness being refinanced,  refunded,
extended or renewed.

SECTION 4.15   Limitation on Liens.

          The  Company shall not and shall not permit any of  its
Subsidiaries  to  create, incur, assume or suffer  to  exist  any
Liens  upon  any of their respective assets except for  Permitted
Liens.

SECTION   4.16     Restrictions  on   Sale   and   Ownership   of
Subsidiaries.

          The Company shall not permit any of its Subsidiaries to
issue  any Capital Stock or Partnership Interest (other  than  to
the  Company or to a Wholly-owned Subsidiary that is a  Guarantor
as  of  the  Issue  Date) or permit any Person  (other  than  the
Company  or a Wholly-owned Subsidiary that is a Guarantor  as  of
the  Issue Date) to own any Capital Stock or Partnership Interest
of  any Subsidiary of the Company, and the Company shall not, and
shall  cause its Subsidiaries not to, own, acquire or  permit  to
exist any Subsidiary that is not a Wholly-owned Subsidiary and  a
Guarantor,  in  each case other than (i) a sale of  100%  of  the
Capital  Stock or Partnership Interests of a Subsidiary which  is
not   otherwise  prohibited  by  this  Indenture,  and  (ii)  any
Subsidiary  (A)  formed after the Issue Date, (B)  in  which  all
Investments  made  or  held by the Company and  its  Subsidiaries
constitute Permitted Business Investments made pursuant to and in
compliance  with  the  definition  of  such  term,  and  (C)  the
formation  and  capitalization  of  which  does  not   cause   or
constitute a Default or Event of Default hereunder.

SECTION 4.17   Payments for Consent.

          Neither  the  Company nor any Affiliate of the  Company
shall,  directly  or  indirectly, pay or cause  to  be  paid  any
consideration, whether by way of interest, fee or  otherwise,  to
any  Holder  for  or as an inducement to any consent,  waiver  or
amendment of any of the terms or provisions of this Indenture  or
the  Senior Subordinated Notes unless such consideration is  paid
to  all  Holders that so 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   Limitation on Asset Sales.

          (a)   The Company will not, and will not permit any  of
its  Subsidiaries to, consummate any Asset Sale  unless  (i)  the
Company  or  the applicable Subsidiary receives consideration  at
the  time  of such Asset Sale (the "Asset Sale Closing Date")  at
least  equal  to  the  Fair Market Value of the  assets  sold  or
otherwise disposed of or issued (as determined in good  faith  by
the  Board of Directors of the Company or, with respect to assets
having  a  Fair  Market  Value  in  excess  of  $5  million,   an
Independent  Financial  Advisor) and at least  90%  of  the  fair
market  value (as so determined) of the consideration so received
by  the  Company  or  such Subsidiary is in  the  form  of  cash;
provided, however, that the amount of (A) any liabilities of  the
Company or its Subsidiaries (other than liabilities owed  to  the
Company, any of its Subsidiaries or any of their Affiliates) that
are  assumed by the transferee in any such transaction (as  shown
on  the Company's or such Subsidiary's most recent balance sheet)
pursuant  to  a  customary  novation agreement  that  irrevocably
releases  the Company and its Subsidiaries from further liability
and  (B)  any  Cash Equivalents received by the  Company  or  any
Subsidiary from such transferee that are immediately converted by
the Company or such Subsidiary into cash shall both be deemed  to
be  cash for purposes of this Section 4.18; and (ii) the Net Cash
Proceeds  received  by the Company or such Subsidiary  from  such
Asset Sale are applied in compliance with Section 4.18(b) hereof.

          (b)   (i)   If  the Company or any of its  Subsidiaries
engages  in  an Asset Sale, the Company or such Subsidiary  shall
apply the Net Cash Proceeds thereof in the following order:

               (A)  first, toward the payment of the Indebtedness
          (other  than  Indebtedness  under  the  Senior  Secured
          Credit Facility or the Senior Subordinated Notes) which
          is  senior  in right of payment to the payment  of  the
          Senior Subordinated Notes; and

               (B)    second,   toward   the   payment   of   the
          Indebtedness under the Senior Secured Credit  Facility;
          provided,  however, that any such payment shall  result
          in  a  permanent  reduction of the Lender's  commitment
          thereunder  and a corresponding permanent reduction  in
          the  maximum  amount  of Indebtedness  permitted  under
          Section 4.13(b)(i).

          (ii)  All  Net  Cash Proceeds not applied  pursuant  to
     Section 4.18(b)(i) ("Excess Proceeds") shall be delivered to
     the  Trustee  not  later than 90 days after  the  applicable
     Asset Sale Closing Date (or 30 days after such later date it
     is  first deemed to be an Asset Sale), and shall be  applied
     to  the purchase of Senior Subordinated Notes pursuant to  a
     Net  Proceeds  Purchase as set forth below.  To  the  extent
     that  any  such Excess Proceeds remain after the application
     of  the  Net  Cash Proceeds described in Section 4.18(b)(i),
     the  Company  shall  purchase Senior Subordinated  Notes  as
     described in Section 4.18(c) (a "Net Proceeds Purchase")  at
     a  price  equal  to  101% of the aggregate principal  amount
     thereof,  plus  accrued interest to the  date  of  purchase,
     which  shall  in  the aggregate equal the amount  of  Excess
     Proceeds  required by this Section 4.18 to be made available
     to  purchase  Senior Subordinated Notes in  a  Net  Proceeds
     Purchase.

          (c)  Notice of a Net Proceeds Purchase pursuant to this
Section 4.18 shall be mailed, by first class mail, by the Company
not  more than 91 days after the relevant Asset Sale Closing Date
to all Holders at their last registered addresses, with a copy to
the  Trustee.  The notice shall specify a Redemption Date  chosen
by  the  Company in compliance with the first sentence of Section
3.03  and  shall contain all instructions and materials necessary
to  enable  such  Holders  to  tender Senior  Subordinated  Notes
pursuant  to the Net Proceeds Purchase and shall state the  terms
required  to  be stated in a notice of redemption  under  Section
3.03.

          On  or  before  the Redemption Date, the Company  shall
have  deposited with the Paying Agent (to the extent not  already
held  by the Paying Agent) U.S. Legal Tender equal to the  Excess
Proceeds  of the Asset Sale.  Following the Redemption Date,  the
Paying  Agent  shall  promptly mail  to  the  Holders  of  Senior
Subordinated  Notes payment in an amount equal  to  the  purchase
price.  The Company will publicly announce the results of the Net
Proceeds  Purchase  on  or  as  soon  as  practicable  after  the
Redemption Date.  For purposes of this Section 4.18, the  Trustee
shall act as the Paying Agent.

          Notwithstanding  the foregoing, the  Company  need  not
initiate  a purchase offer under this Section 4.18 if the  amount
on  deposit with the Trustee is less than $1,000,000,  but  shall
instead  hold such lesser amount in trust in an interest  bearing
account until the earlier of the next Redemption Date under  this
Section 4.18 or the date upon which the Senior Subordinated Notes
become due and payable.  The Company, however, may not credit any
such  amounts held by the Trustee against any other provision  of
this Indenture.

          (d)  If at any time any non-cash consideration received
by  the  Company or any Subsidiary in connection with  any  Asset
Sale is converted into or sold or otherwise disposed of for cash,
or  if  cash  dividends or interest or other  cash  payments  are
received  with  respect thereto, then such cash shall  constitute
Net  Cash  Proceeds for purposes of this covenant  and  shall  be
applied in accordance with Section 4.18(b) as if received  in  an
Asset Sale occurring on the date any such cash is received.

SECTION 4.19   Guarantees by Subsidiaries.

          The  Company  will  cause  each  of  its  Subsidiaries,
whether  existing  on  the  Issue Date or  thereafter  formed  or
acquired,  other than Subsidiaries formed after  the  Issue  Date
pursuant  to and in compliance with the requirements  of  Section
4.16(ii),  to become a Guarantor by complying with the procedures
set forth in Section 12.11 hereof and by executing and delivering
a  supplemental indenture evidencing such Subsidiary's Guarantee.
Neither the Company nor any Guarantor shall be required to make a
notation  on  the Senior Subordinated Notes to reflect  any  such
subsequent Guarantee.

SECTION 4.20   Subsidiaries.

          Except  as  permitted by Section 4.16(ii), the  Company
shall  not, and shall cause its Subsidiaries not to, own, acquire
or  permit  to  exist any Subsidiary which is not a  Wholly-owned
Subsidiary and a Guarantor.

SECTION 4.21   Prohibition on Company and Guarantors Becoming  an
               Investment Company.

          None  of the Company or the Guarantors shall become  an
"Investment Company" as defined in the Investment Company Act  of
1940, as amended.

SECTION 4.22   Maintenance Capital Expenditures.

          The Company shall not, and shall cause its Subsidiaries
not  to,  make  Maintenance Capital Expenditures  in  any  Yearly
Period  in  an  aggregate amount in excess of  the  corresponding
limit  for  such Yearly Period as set forth in the second  column
below (or, in the case of a Yearly Period consisting of less than
365 days, a proportionally lower amount based upon the number  of
days  in such Yearly Period); provided, however, that at the  end
of  each Yearly Period the amounts set forth in the second column
below  for  the  following Yearly Period shall be  deemed  to  be
(i)  reduced  in  the  event of one or more Asset  Sales  by  the
Company  or  its  Subsidiaries  during  the  Yearly  Period  most
recently  ended  by multiplying such number by  a  fraction,  the
numerator  of  which is equal to the Consolidated Assets  of  the
Company on the last day of the Yearly Period most recently ended,
without  considering  the proceeds of the Asset  Sales,  and  the
denominator of which is equal to the Consolidated Assets  of  the
Company  on  the  last  day  of  the  Yearly  Period  immediately
preceding   the   Yearly   Period  most   recently   ended,   and
(ii)  increased in the event of one or more acquisitions  by  the
Company or its Subsidiaries of tractors, trailers, vans or  other
equipment used by the Company or any of its Subsidiaries  in  the
operation of the Trism Business by multiplying such number  by  a
fraction,  the  numerator of which is equal to  the  Consolidated
Assets  of the Company on the last day of such calendar year  and
the  denominator of which is equal to the Consolidated Assets  of
the Company on the last day of the immediately preceding calendar
year:

         Yearly Period    Maximum Maintenance
             Ending       Capital Expenditures

          December 31, 2000   $35,000,000

          December 31, 2001   $35,000,000
          December 31, 2002   $35,000,000

          December 31, 2003   $35,000,000
          December 31, 2004   $35,000,000
          Maturity Date       $  3,355,000

SECTION 4.23   Line of Business.

          The  Company will not, and will not permit any  of  its
Subsidiaries to, engage as a material part of its business in any
business other than the TRISM Business.

SECTION 4.24   Limitation   on  Issuance  of  Other  Subordinated
               Indebtedness Senior to the Senior Subordinated Notes.

          (a)   The  Company  will  not  create,  incur,  assume,
guarantee  or in any other manner become liable with  respect  to
any  Indebtedness, other than the Senior Subordinated Notes, that
is  subordinate  in right of payment to any Senior  Indebtedness,
unless  such  Indebtedness  is  permitted  by  Section  4.13  and
expressly by its terms is also subordinate or ranks pari passu in
right of payment to the Senior Subordinated Notes.

          (b)   The  Company  will not permit any  Subsidiary  to
create,  incur, assume, guarantee or in any other  manner  become
liable   with  respect  to  any  Indebtedness,  other  than   the
Guarantees,  that  is  subordinate in right  of  payment  to  any
Guarantor Senior Indebtedness, unless:  (a) such Indebtedness  is
permitted  by  Section 4.13 and expressly by its  terms  is  also
subordinate  or  ranks  pari passu in right  of  payment  to  the
Guarantees; or (b) such Indebtedness is incurred by a  Subsidiary
that  is  a  Guarantor in connection with the lease of  tractors,
trailers, vans or other equipment used in the ordinary course  of
the Trism Business.

SECTION 4.25   Limitation of Guarantees by Subsidiaries.

          The Company will not permit any Subsidiary, directly or
indirectly,  to assume, guarantee or in any other  manner  become
liable  with  respect to any Indebtedness of the Company  or  any
other  Subsidiary unless (i) such assumption, guarantee or  other
liability is permitted by Section 4.13, (ii) each such Subsidiary
which  is  not  then  a  Guarantor  simultaneously  executes  and
delivers  to  the  Trustee a guarantee in favor of  the  Trustee,
substantially  in  the form of the Guarantee  in  Article  Twelve
(and,  if  requested by the Trustee, a supplemental indenture  in
form  and  substance  reasonably satisfactory  to  the  Trustee),
providing for the guarantee of payment of the Senior Subordinated
Notes  by  such Subsidiary and (iii) (a) if any such  assumption,
guarantee  or other liability of such Subsidiary is  provided  in
respect of Senior Indebtedness, the guarantee or other instrument
provided   by   such  Subsidiary  in  respect  of   such   Senior
Indebtedness  may  be  superior to  the  Guarantee,  pursuant  to
subordination  provisions no less favorable than those  contained
in  this Indenture and (b) if such assumption, guarantee or other
liability   of  such  Subsidiary  is  provided  in   respect   of
Subordinated  Indebtedness,  the guarantee  or  other  instrument
provided  by  such  Subsidiary in respect  of  such  Subordinated
Indebtedness shall be subordinated to the Guarantee, pursuant  to
subordination provisions not less favorable than those  contained
in this Indenture.

          Notwithstanding the foregoing, any such Guarantee by  a
Subsidiary of the Senior Subordinated Notes shall provide by  its
terms that it shall be automatically and unconditionally released
and  discharged, without any further action required on the  part
of  the Trustee or any Holder, upon any sale or other disposition
(by  merger or otherwise) to any Person which is not a Subsidiary
or  Affiliate  of  the Company, of all of the  Company's  Capital
Stock  in,  or  all or substantially all of the assets  of,  such
Subsidiary; provided, that (a) such sale or disposition  of  such
Capital Stock or assets is otherwise in compliance with the terms
of  this  Indenture and (b) such assumption, guarantee  or  other
liability of such Subsidiary has been released by the holders  of
the other Indebtedness so guaranteed.

                          ARTICLE FIVE
                      SUCCESSOR CORPORATION

SECTION 5.01   Limitation on Merger, Etc.

          (a)   Each  of  the Company, the Guarantors  and  their
Subsidiaries  shall  not  in a single transaction  or  through  a
series  of  related transactions, (i) consolidate with  or  merge
with  or  into any other Person, or transfer (by lease,  license,
assignment, sale or otherwise) all or substantially  all  of  its
Properties  and  assets  as an entirety or  substantially  as  an
entirety to another Person or group of affiliated Persons or (ii)
adopt a Plan of Liquidation.

          (b)   Notwithstanding Section 5.01(a), the Company  may
consolidate with or merge with or into any other Person  provided
that:

               (i)   the  Company shall be the continuing Person,
     or  the  Person (if other than the Company) formed  by  such
     consolidation  or into which the Company  is  merged  or  to
     which  all or substantially all of the properties and assets
     of  the  Company  as  an  entirety or  substantially  as  an
     entirety  are  transferred (or, in the case  of  a  Plan  of
     Liquidation,  any  Person to which assets  are  transferred)
     (the Company or such other Person being hereinafter referred
     to  as  the  "Surviving  Person")  shall  be  a  corporation
     organized and validly existing under the laws of the  United
     States,  any State thereof or the District of Columbia,  and
     shall expressly assume, by an indenture supplemental hereto,
     executed  and delivered to the Trustee, in form satisfactory
     to the Trustee, all the obligations of the Company under the
     Senior Subordinated Notes and this Indenture;

               (ii)  (A)  immediately after and giving effect  to
     such  transaction  and  the assumption  of  the  obligations
     contemplated  by  clause (i) above  and  the  incurrence  or
     anticipated incurrence of any Indebtedness to be incurred in
     connection therewith, the Surviving Person shall have a  Net
     Worth  equal to or greater than the Net Worth of the Company
     immediately   preceding  the  transaction,  (B)  immediately
     before  and  immediately after and  giving  effect  to  such
     transaction   and   the  assumption   of   the   obligations
     contemplated  by  clause (i) above  and  the  incurrence  or
     anticipated incurrence of any Indebtedness to be incurred in
     connection  therewith, no Default or Event of Default  shall
     have  occurred and be continuing, (C) immediately after  and
     giving effect to such transaction and the assumption of  the
     obligations  contemplated  by  clause  (i)  above  and   the
     incurrence or anticipated incurrence of any Indebtedness  to
     be  incurred in connection therewith, all Guarantees of  the
     Guarantors   remain   in   full   force   and   effect   and
     (D)  immediately after and giving effect to such transaction
     and  the  assumption  of  the  obligations  contemplated  by
     clause   (i)   above  and  the  incurrence  or   anticipated
     incurrence  of any Indebtedness to be incurred in connection
     therewith, the ratio of the Surviving Company's Consolidated
     Liabilities  to the Surviving Company's Consolidated  Assets
     shall  be  equal to or less than the ratio of the  Company's
     Consolidated   Liabilities  to  the  Company's  Consolidated
     Assets immediately prior to such transaction.

               (iii)     the Company shall have delivered to  the
     Trustee  an Officers' Certificate and an Opinion of Counsel,
     each  stating that such consolidation, merger,  transfer  or
     adoption  and such supplemental indenture comply  with  this
     Article  Five, that the Surviving Person agrees to be  bound
     hereby, that such supplemental indenture and this Indenture,
     as  modified by such supplemental indenture, are enforceable
     against   the   Surviving  Person  and  the  Guarantors   in
     accordance  with  their  respective  terms,  and  that   all
     conditions  precedent  herein  provided  relating  to   such
     transaction have been satisfied;

               (iv)  the  Company  shall have  delivered  to  the
     Trustee a certificate from its independent certified  public
     accountants   stating  that  the  Company   has   made   the
     calculations  required by clauses (ii)(A) and (D)  above  in
     accordance with the terms of this Indenture; and

               (v)  none of the Company, any Guarantor or any  of
     their  respective Subsidiaries or the Surviving Person would
     thereupon  become obligated with respect to any Indebtedness
     (including  acquired  indebtedness) nor  would  any  of  its
     assets  of Properties become subject to a Lien, unless  such
     Person  could  incur  such Indebtedness (including  acquired
     indebtedness)  or  create  such Lien  under  this  Indenture
     (after  giving effect to such Person being bound by all  the
     terms of this Indenture).

          (c)   Notwithstanding Section 5.01(a),  a  Wholly-owned
Subsidiary  of the Company may merge into the Company or  another
Wholly-owned  Subsidiary of the Company that is a  Guarantor  and
the  Company  need  not preserve the existence  of  one  or  more
Guarantors and their Subsidiaries as permitted under Section 4.05
of this Indenture.

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

SECTION 5.02   Successor Corporation Substituted.

          Upon  any  consolidation or merger, or any transfer  of
assets   (including  pursuant  to  a  Plan  of  Liquidation)   in
accordance with Section 5.01, the successor Person formed by such
consolidation  or  into which the Company  or  any  Guarantor  or
Subsidiary  is  merged or to which such transfer  is  made  shall
succeed to, and be substituted for, and may exercise every  right
and power of, the Company or Guarantor, as the case may be, under
this  Indenture  (and shall execute a supplemental  indenture  to
that  effect  in  accordance with Section 12.11)  with  the  same
effect  as if such successor Person had been named as the Company
or  Guarantor, as the case may be, herein; provided, however that
the  Company  and  Guarantors shall  not  be  released  from  the
obligations  and covenants under this Indenture  and  the  Senior
Subordinated Notes.

                           ARTICLE SIX
                      DEFAULT AND REMEDIES

SECTION 6.01   Events of Default.

          An "Event of Default" occurs under this Indenture if:

               (1)   the  Company  defaults  in  the  payment  of
          interest on any Senior Subordinated Notes when the same
          becomes due and payable, and the Default continues  for
          a period of 30 days;

               (2)   the Company defaults in the payment  of  the
          principal  of  (or  premium, if  any,  on)  any  Senior
          Subordinated  Note  when  the  same  becomes  due   and
          payable, at maturity, upon acceleration, redemption  or
          otherwise (including the failure to purchase (or  offer
          to   purchase)   Senior  Subordinated  Notes   tendered
          pursuant to the requirements of Section 4.18);

               (3)   the Company or any Guarantor fails to comply
          with  any other agreement or covenant contained in  the
          Senior  Subordinated  Notes,  this  Indenture  or   the
          Registration   Rights  Agreement,   and   the   Default
          continues for the period and after the notice specified
          below;

               (4)   there  shall  be a default under  any  bond,
          debenture  or  other  evidence of Indebtedness  of  the
          Company or any Guarantor having an aggregate amount  in
          excess  of $3,000,000, or under any mortgage,  security
          agreement,  indenture or other instrument  under  which
          there may be issued or by which there may be secured or
          evidenced   any   such   Indebtedness,   whether   such
          Indebtedness now exists or shall hereafter be  created,
          if  such default either (A) results from the failure to
          pay  principal or interest on any Indebtedness  or  (B)
          relates  to an obligation other than the obligation  to
          pay  principal  or  interest on  any  Indebtedness  and
          results  in  the holder or holders of such Indebtedness
          causing  such Indebtedness to become due prior  to  its
          stated maturity;

               (5)   any  Guarantee required to be in full  force
          and effect by the terms of this Indenture ceases to  be
          in  full force and effect or is declared null and  void
          or  otherwise not enforceable against any Guarantor  in
          accordance  with  its terms, or any of  the  Guarantors
          repudiates  its  obligations  under  its  Guarantee  or
          denies  that  it  has any further liability  under  the
          Guarantee or gives notice to such effect (other than by
          reason  of  the  termination of this Indenture  or  the
          release  of any such Guarantee in accordance with  this
          Indenture); or any Guarantor repudiates its obligations
          under its Guarantee of the Senior Subordinated Notes or
          if  a  final judicial determination is made  that  such
          Guarantee  is not enforceable against any Guarantor  in
          accordance with its terms;

               (6)   the Company or any Guarantor pursuant to  or
          within the meaning of any Bankruptcy Law:

                    (a)   admits in writing its inability to  pay
               its debts generally as they become due;

                    (b)    commences   a   voluntary   case    or
               proceeding;

                    (c)   consents  to the entry of  a  judgment,
               decree  or  order  for relief  against  it  in  an
               involuntary case or proceeding;

                    (d)    consents  to  the  appointment  of   a
               Custodian of it or for all or substantially all of
               its property;

                    (e)    consents  to  or  acquiesces  in   the
               institution  of  a  bankruptcy  or  an  insolvency
               proceeding against it;

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

                    (g)   takes any corporate action to authorize
               or effect any of the foregoing;

               (7)   a  court of competent jurisdiction enters  a
          judgment, decree or order under any Bankruptcy Law that
          is  for relief against the Company or any Guarantor, in
          an  involuntary  case  or proceeding  which  shall  (A)
          approve a petition seeking reorganization, arrangement,
          adjustment or composition in respect of the Company  or
          any  Guarantor, (B) appoint a Custodian of the  Company
          or  any  Guarantor,  or for substantially  all  of  its
          Property, or (C) order the winding-up or liquidation of
          its  affairs, and in each case the judgment,  order  or
          decree remains unstayed and in effect for 60 days;

               (8)   any  warrant of attachment is issued against
          any  property of the Company or any Guarantor having  a
          value  of  at  least $3 million, which warrant  is  not
          released, stayed or bonded against within 60 days after
          service of process with respect thereto;

               (9)  any final judgments or orders not covered  by
          insurance  (which  insurance  has  been  issued  by   a
          financially  sound insurer that is not an Affiliate  of
          the  Company and that has not disclaimed or  threatened
          to  disclaim  coverage) for the payment of money  which
          individually  or  in  the aggregate  at  any  one  time
          exceeds  $3  million  shall  be  rendered  against  the
          Company  or  any  Guarantor or any of their  respective
          Subsidiaries  by a court of competent jurisdiction  and
          shall remain unstayed, undischarged or unbonded for  60
          days after judgment becomes final and nonappealable; or

               (10)  there  shall be any failure to  procure  and
          maintain property and liability insurance in accordance
          with the provisions of Section 4.07 continuing, in  the
          case  of failure to maintain such insurance, until  the
          earlier  of (y) 30 days after notice to the Company  or
          any of its Subsidiaries or the Trustee of the lapse  or
          cancellation of such insurance, and (z) the  date  such
          lapse or cancellation is effective as to the Trustee.

          A  Default  under  clause (3)  above  (other  than  any
Default under Sections 4.03, 4.04, 4.12, 4.13, 4.14, 4.15,  4.16,
4.18,  4.19,  4.20, 4.21, 4.22, 4.23, 4.24, 4.25 and 5.01,  which
Defaults shall be Events of Default with the notice specified  in
this  paragraph but without the passage of time specified in this
paragraph) or under clause (10) above is not an Event of  Default
until  the  Trustee notifies the Company, or the  Holders  of  at
least   25%  in  principal  amount  of  the  outstanding   Senior
Subordinated  Notes notify the Company and the  Trustee,  of  the
Default, and the Company does not cure the Default within 30 days
after  receipt  of  the  notice.  The  notice  must  specify  the
Default, demand that it be remedied and state that the notice  is
a  "Notice of Default." Such notice shall be given by the Trustee
if  so  requested  by the Holders of at least  25%  in  principal
amount of the Senior Subordinated Notes then outstanding.  When a
Default is cured, it ceases.

SECTION 6.02   Acceleration.

          If  an Event of Default (other than an Event of Default
specified in Section 6.01(6) or (7) with respect to the  Company)
occurs  and  is  continuing, the Trustee may, by  notice  to  the
Company,  or the Holders of at least 25% in principal  amount  of
the  Senior  Subordinated Notes then outstanding may, by  written
notice  to  the  Company and the Trustee, and the Trustee  shall,
upon the request of such Holders, declare the aggregate principal
amount  of  the  Senior Subordinated Notes outstanding,  together
with  accrued interest thereon to the date of payment, to be  due
and payable and, upon any such declaration, the same shall become
and be due and payable; provided that so long as any Indebtedness
is  outstanding  under the Senior Secured Credit  Facility,  such
declaration shall not be effective until the earlier of (i)  five
days  after delivery of such declaration of acceleration  of  the
Senior  Subordinated  Notes to the Senior Representative  by  the
Trustee  and  (ii)  the  declaration  of  acceleration   of   the
Indebtedness  under the Senior Secured Credit  Facility.   If  an
Event of Default specified in Section 6.01(6) or (7) occurs  with
respect to the Company, all unpaid principal and accrued interest
on  the  Senior  Subordinated Notes then outstanding  shall  ipso
facto  become  and  be  immediately due and payable  without  any
declaration  or  other  act on the part of  the  Trustee  or  any
Holder.   Upon  payment of such principal amount,  interest,  and
premium,  if  any,  all  of the Company's obligations  under  the
Senior   Subordinated  Notes  and  this  Indenture,  other   than
obligations under Section 7.07, shall terminate.  The Holders  of
a  majority in principal amount of the Senior Subordinated  Notes
then  outstanding  by  notice  to  the  Trustee  may  rescind  an
acceleration and its consequences if (i) all existing  Events  of
Default,  other  than  the non-payment of the  principal  of  the
Senior  Subordinated Notes which has become due  solely  by  such
declaration of acceleration, have been cured or waived,  (ii)  to
the  extent  the payment of such interest is lawful, interest  on
overdue installments of interest and overdue principal, which has
become  due  otherwise than by such declaration of  acceleration,
has  been paid, (iii) the rescission would not conflict with  any
judgment or decree of a court of competent jurisdiction, and (iv)
the Company has paid or caused to be paid to the Trustee all sums
paid  or  advanced  by the Trustee hereunder and  the  reasonable
compensation,  expenses,  disbursements  and  advances   of   the
Trustee, its agent and counsel, and all other amounts due to  the
Trustee under Section 7.07.

SECTION 6.03   Other Remedies.

          If  an  Event of Default occurs and is continuing,  the
Trustee may in its discretion proceed to protect and enforce  its
rights and the rights of the Holders under this Indenture or  the
Guarantee by such appropriate private or judicial proceedings  as
the Trustee shall deem most effectual to protect and enforce such
rights, including seeking recourse against any Guarantor pursuant
to   the  terms  of  the  Guarantee,  whether  for  the  specific
enforcement of any covenant or agreement in this Indenture or  in
aid of the exercise of any power granted herein or therein, or to
enforce  any other proper remedy, or to enforce any other  proper
remedy, subject however to Section 6.05.  No recovery of any such
judgment upon any property of the Company or any Guarantor  shall
affect or impair any rights, powers or remedies of the Trustee or
the Holders.

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

SECTION 6.04   Waiver of Past Defaults.

          Subject to Sections 6.02, 6.07 and 9.02, the Holders of
a   majority  in  principal  amount  of  the  outstanding  Senior
Subordinated Notes by notice to the Trustee may waive an existing
Default  or  Event  of  Default and its  consequences,  except  a
Default in the payment of principal of or interest on any  Senior
Subordinated Note as specified in clauses (1) and (2) of  Section
6.01.   When a Default or Event of Default is waived, it is cured
and ceases.

SECTION 6.05   Control by Majority.

          The  Holders of a majority in principal amount  of  the
outstanding Senior Subordinated Notes may direct the time, method
and  place  of conducting any proceeding for any remedy available
to  the Trustee or exercising any trust or power conferred on it.
Subject  to  Section  7.01, however, the Trustee  may  refuse  to
follow  any  direction  that  conflicts  with  any  law  or  this
Indenture,  that the Trustee determines may be unduly prejudicial
to  the rights of another Securityholder, or that may involve the
Trustee in personal liability; provided that the Trustee may take
any  other  action  deemed proper by the  Trustee  which  is  not
inconsistent with such direction.

SECTION 6.06   Limitation on Suits.

          Subject  to  Section  6.07, a  Securityholder  may  not
pursue  any  remedy with respect to this Indenture or the  Senior
Subordinated Notes unless:

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

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

               (3)   such Holder or Holders offer to the  Trustee
          indemnity satisfactory to the Trustee against any loss,
          liability or expense to be incurred in compliance  with
          such request;

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

               (5)   during  such  60-day period  the  Holder  or
          Holders  of  a  majority  in principal  amount  of  the
          outstanding Senior Subordinated Notes do not  give  the
          Trustee  a  direction  which, in  the  opinion  of  the
          Trustee, is inconsistent with the request.

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

SECTION 6.07   Rights of Holders to Receive Payment.

          Notwithstanding any other provision of this  Indenture,
the  right  of  any  Holder to receive payment of  principal  of,
premium,  if any, and interest on a Senior Subordinated Note,  on
or  after  the  respective  due dates expressed  in  such  Senior
Subordinated  Note, or to bring suit for the enforcement  of  any
such  payment  on or after such respective dates,  shall  not  be
impaired or affected without the consent of the Holder.

SECTION 6.08   Collection Suit by Trustee.

          If  an  Event  of  Default in payment of  principal  or
interest  specified in clause (1) or (2) of Section  6.01  occurs
and  is  continuing, the Trustee may recover judgment in its  own
name  and  as trustee of an express trust against the Company  or
any  other obligor on the Senior Subordinated Notes for the whole
amount  of  principal  and  accrued  interest  remaining  unpaid,
together  with interest on overdue principal and, to  the  extent
that  payment  of  such interest is lawful, interest  on  overdue
installments  of  interest, in each case at the  rate  per  annum
borne by the Senior Subordinated Notes and such further amount as
shall   be  sufficient  to  cover  the  costs  and  expenses   of
collection,  including  the  reasonable  compensation,  expenses,
disbursements  and  advances  of  the  Trustee,  its  agents  and
counsel,  and  any  other amounts due the Trustee  under  Section
7.07.

SECTION 6.09   Trustee May File Proofs of Claim.

          The  Trustee  may file such proofs of claim  and  other
papers or documents as may be necessary or advisable in order  to
have  the  claims  of the Trustee (including any  claim  for  the
reasonable compensation, expenses, disbursements and advances  of
the  Trustee, its agents and counsel, and any other  amounts  due
the  Trustee under Section 7.07) and the Securityholders  allowed
in  any judicial proceedings relating to the Company or any other
obligor  upon  the  Senior  Subordinated  Notes,  any  of   their
respective  creditors  or  any of their respective  property  and
shall be entitled and empowered to collect and receive any monies
or  other property payable or deliverable on any such claims  and
to  distribute  the same, and any Custodian in any such  judicial
proceedings is hereby authorized by each Securityholder  to  make
such  payments to the Trustee and, in the event that the  Trustee
shall  consent  to the making of such payments  directly  to  the
Securityholders, to pay to the Trustee any amount due to  it  for
the reasonable compensation, expenses, disbursements and advances
of  the Trustee, its agent and counsel, and any other amounts due
the  Trustee under Section 7.07.  Nothing herein contained  shall
be  deemed to authorize the Trustee to authorize or consent to or
accept  or  adopt  on behalf of any Securityholder  any  plan  of
reorganization, arrangement, adjustment or composition  affecting
the  Senior  Subordinated  Notes or  the  rights  of  any  Holder
thereof,  or to authorize the Trustee to vote in respect  of  the
claim of any Securityholder in any such proceeding.

SECTION 6.10   Priorities.

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

               First:   to  the  Trustee for  amounts  due  under
          Section 7.07;

               Second:   if  the  Holders are forced  to  proceed
          against  the Company or any Guarantor directly  without
          the Trustee, to Holders for their collection costs;

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

               Fourth:  to the Company or relevant Guarantor.

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

SECTION 6.11   Undertaking for Costs.

          In  any suit for the enforcement of any right or remedy
under  this Indenture or in any suit against the Trustee for  any
action  taken  or  omitted  by it as  Trustee,  a  court  in  its
discretion  may require the filing by any party litigant  in  the
suit  of  an  undertaking to pay the costs of the suit,  and  the
court  in  its discretion may assess reasonable costs,  including
reasonable  attorneys' fees, against any party  litigant  in  the
suit,  having  due  regard to the merits and good  faith  of  the
claims or defenses made by the party litigant.  This Section 6.11
does  not  apply  to a suit by the Trustee, a suit  by  a  Holder
pursuant  to  Section 6.07, or a suit by a Holder or  Holders  of
more  than  10%  in  principal amount of the  outstanding  Senior
Subordinated Notes.

SECTION 6.12   Event of Default from Willful Action.

          In the case of any Event of Default occurring by reason
of any willful action (or inaction) taken (or not taken) by or on
behalf  of  the  Company or any Guarantor with the  intention  of
avoiding  payment of the premium that the Company would have  had
to  pay  if  the  Company then had elected to redeem  the  Senior
Subordinated Notes pursuant to Section 3.07 hereof, an equivalent
premium  shall also become and be immediately due and payable  to
the extent permitted by law.

SECTION 6.13   Rights and Remedies Cumulative.

          Except  as  otherwise  provided  with  respect  to  the
replacement   or  payment  of  mutilated,  destroyed,   lost   or
wrongfully  taken Senior Subordinated Notes in Section  2.07,  no
right  or remedy herein conferred upon or reserved to the Trustee
or  to the Holders is intended to be exclusive of any other right
or  remedy,  and  every  right and remedy shall,  to  the  extent
permitted  by law, be cumulative and in addition to  every  other
right and remedy given hereunder or now or hereafter existing  at
law  or  in equity or otherwise.  The assertion or employment  of
any  right  or remedy hereunder, or otherwise, shall not  prevent
the  concurrent assertion or employment of any other  appropriate
right or remedy.

SECTION 6.14   Delay or Omission Not Waiver.

          No delay or omission of the Trustee or of any Holder to
exercise any right or remedy arising upon any Default or Event of
Default  shall  impair any such right or remedy or  constitute  a
waiver of any such Default or Event of Default or an acquiescence
therein.  Every right and remedy given by this Indenture,  or  by
law  to the Trustee or to the Holders may be exercised from  time
to time, and as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

                          ARTICLE SEVEN
                             TRUSTEE

          The Trustee hereby accepts the trust imposed upon it by
this  Indenture and covenants and agrees to perform the same,  as
herein expressed, subject to the terms and conditions hereof.

SECTION 7.01   Duties of Trustee.

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

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

               (i)  The Trustee need perform only those duties as are
          specifically set forth in this Indenture and no covenants or
          obligations shall be implied in this Indenture that are adverse
          to the Trustee; and

(ii) In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates
or opinions furnished to the Trustee and conforming to the
requirements of this Indenture.  However, the Trustee shall
examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture.
          (c)  The Trustee may not be relieved from liability for
its  own  negligent action, its own negligent failure to act,  or
its own willful misconduct, except that:

               (i)   This paragraph does not limit the effect  of
          paragraph (b) of this Section 7.01; and

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

          (d)   No provision of this Indenture shall require  the
Trustee  to expend or risk its own funds or otherwise  incur  any
financial  liability  in the performance of  any  of  its  duties
hereunder or in the exercise of any of its rights or powers if it
shall  have  reasonable grounds for believing that  repayment  of
such  funds or adequate indemnity against such risk or  liability
is  not  reasonably assured to it.  The Trustee shall be entitled
to the protection afforded by TIA Section 315(d)(3).

          (e)   Every provision of this Indenture that in any way
relates to the Trustee is subject to paragraphs (a), (b), (c) and
(d) of this Section 7.01.

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

SECTION 7.02   Rights of Trustee.

          Subject to Section 7.01:

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

          (b)  Before the Trustee acts or refrains from acting, it may
consult with counsel and may require an Officers' Certificate  or
an  Opinion of Counsel, which shall conform to Sections 13.04 and
13.05.   The Trustee shall not be liable for any action it  takes
or omits to take in good faith in reliance on such certificate or
opinion;

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

          (d)  The Trustee shall not be liable for any action that it takes
or omits to take in good faith which it believes to be authorized
or  within  its  rights or powers; provided,  however,  that  the
Trustee's  conduct  does  not constitute  willful  misconduct  or
negligence;

          (e)  The Trustee shall not be bound to make any investigation
into  the facts or matters stated in any resolution, certificate,
statement,   instrument,  opinion,  notice,  request,  direction,
consent, order, bond, debenture, or other paper or document,  but
the Trustee, in its discretion, may make such further inquiry  or
investigation into such facts or matters as it may see fit;

          (f)  The Trustee shall be under no obligation to exercise any of
the  rights  or  powers  vested in it by this  Indenture  at  the
request, order or direction of any of the Holders pursuant to the
provisions  of  this  Indenture, unless such Holders  shall  have
offered  to the Trustee reasonable security or indemnity  against
the costs, expenses and liabilities which may be incurred therein
or thereby;

          (g)  Any permissive right or power available to the Trustee under
this  Indenture shall not be construed to be a mandatory duty  or
obligation;

          (h)  Whenever in the administration of this Indenture the Trustee
shall  deem  it desirable that a matter be proved or  established
prior to taking, suffering or omitting any action hereunder,  the
Trustee (unless other evidence be herein specifically prescribed)
may,  in  the  absence of bad faith on its  part,  rely  upon  an
Officers' Certificate; and

          (i)  The Trustee shall not be charged with knowledge of any
Default   or  Event  of  Default  with  respect  to  the   Senior
Subordinated Notes unless either (1) a Trust Officer assigned  to
the  Corporate Trust Department of the Trustee (or any  successor
division  or  department  of  the  Trustee)  shall  have   actual
knowledge  of  such Default or Event of Default  or  (2)  written
notice of such Default or Event of Default shall have been  given
to  the  Trustee by the Company or by any Holder  of  the  Senior
Subordinated Notes.

SECTION 7.03   Individual Rights of Trustee.

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

SECTION 7.04   Trustee's Disclaimer.

          The  Trustee makes no representation as to the validity
or  adequacy of this Indenture, the Senior Subordinated Notes  or
the  Guarantee, it shall not be accountable for the Company's use
of  the proceeds from the Senior Subordinated Notes, and it shall
not  be  responsible for any statement in the Senior Subordinated
Notes other than the Trustee's certificate of authentication.

SECTION 7.05   Notice of Default.

          If  a  Default  or an Event of Default  occurs  and  is
continuing  and if it is known to the Trustee, the Trustee  shall
mail  to  each Holder notice of the uncured Default or  Event  of
Default  within  90 days after such Default or Event  of  Default
occurs.   Except in the case of a Default or an Event of  Default
in   payment  of  principal  of,  or  interest  on,  any   Senior
Subordinated  Note, including the failure to make a Net  Proceeds
Purchase, the Trustee may withhold the notice if and so  long  as
its  Board of Directors, the executive committee of its Board  of
Directors  or a committee of its directors and/or Trust  Officers
in  good faith determines that withholding the notice is  in  the
interest of the Holders.

SECTION 7.06   Reports by Trustee to Holders.

          Within  60 days after each May 15, beginning  with  May
15, 2000, the Trustee shall, to the extent that any of the events
described  in  TIA  Section 313(a) occurred within  the  previous
twelve  months, but not otherwise, mail to each Securityholder  a
brief  report  dated  as of such May 15 that  complies  with  TIA
Section  313(a).  The Trustee also shall comply with TIA Sections
313(b)(2) and 313(c).

          A  copy  of  each report at the time of its mailing  to
Securityholders shall be mailed to the Company and filed with the
Commission  and each stock exchange, if any, on which the  Senior
Subordinated   Notes   are   listed  in   accordance   with   TIA
Section  313(d).   The Company shall notify the  Trustee  if  the
Senior Subordinated Notes become listed on any stock exchange and
of any delisting thereof.

SECTION 7.07   Compensation and Indemnity.

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

          The  Company shall indemnify the Trustee for, and  hold
it  harmless against, any loss or liability incurred by it except
for  such actions to the extent caused by any negligence  or  bad
faith  on  its  part,  arising out of or in connection  with  the
administration of this trust and its rights or duties  hereunder.
The  Trustee  shall  notify the Company  promptly  of  any  claim
asserted  against  the Trustee for which it may  seek  indemnity.
The  Company  shall  defend  the  claim  and  the  Trustee  shall
cooperate in the defense.  The Trustee may have separate  counsel
and  the  Company shall pay the reasonable fees and  expenses  of
such  counsel.  The Company need not pay for any settlement  made
without its written consent.  The Company need not reimburse  any
expense or indemnify against any loss or liability to the  extent
incurred  by  the Trustee through its negligence,  bad  faith  or
willful misconduct.

          To  secure  the Company's payment obligations  in  this
Section  7.07, the Trustee shall have a lien prior to the  Senior
Subordinated  Notes  on  all assets  held  or  collected  by  the
Trustee, in its capacity as Trustee, except assets held in  trust
to pay principal of or interest on particular Senior Subordinated
Notes.

          When  the  Trustee incurs expenses or renders  services
after  an Event of Default specified in Section 6.01(6),  (7)  or
(8)  occurs,  the expenses and the compensation for the  services
are  intended to constitute expenses of administration under  any
Bankruptcy Law.

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

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

SECTION 7.08   Replacement of Trustee.

          The  Trustee  may resign by so notifying  the  Company.
The  Holders of a majority in principal amount of the outstanding
Senior  Subordinated Notes may remove the Trustee by so notifying
the  Company and the Trustee and may appoint a successor  trustee
with  the Company's consent.  The Company may remove the  Trustee
if:

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

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

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

               (4)  the Trustee becomes incapable of acting.

          If  the  Trustee resigns or is removed or if a  vacancy
exists in the office of Trustee for any reason, the Company shall
notify  each  Holder of such event and shall promptly  appoint  a
successor  Trustee.  Within one year after the successor  Trustee
takes  office, the Holders of a majority in principal  amount  of
the Senior Subordinated Notes may appoint a successor Trustee  to
replace the successor Trustee appointed by the Company.

          A  successor Trustee shall deliver a written acceptance
of  its  appointment to the retiring Trustee and to the  Company.
Immediately  after that, the retiring Trustee shall transfer  all
property held by it as Trustee to the successor Trustee,  subject
to  the lien provided in Section 7.07, the resignation or removal
of the retiring Trustee shall become effective, and the successor
Trustee  shall  have all the rights, powers  and  duties  of  the
Trustee  under  this Indenture.  A successor Trustee  shall  mail
notice of its succession to each Securityholder.

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

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

          Notwithstanding replacement of the Trustee pursuant  to
this  Section 7.08, the Company's obligations under Section  7.07
shall continue for the benefit of the retiring Trustee.

SECTION 7.09   Successor Trustee by Merger, Etc.

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

SECTION 7.10   Eligibility; Disqualification.

          This   Indenture  shall  always  have  a  Trustee   who
satisfies  the requirements of TIA Section 310(a).   The  Trustee
shall  have  a  combined capital and surplus  of  at  least  $100
million  (or  be a member or subsidiary of a bank holding  system
with  aggregate  combined capital and surplus of  at  least  $100
million) as set forth in its most recent published annual  report
of condition.  The Trustee shall comply with TIA Section 310(b).

SECTION  7.11    Preferential Collection of  Claims  Against  the
Company.

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

                          ARTICLE EIGHT
                          SUBORDINATION

SECTION  8.01   Senior Subordinated Notes Subordinate  to  Senior
Indebtedness.

          The Company covenants and agrees, and each Holder of  a
Senior  Subordinated  Note, by his acceptance  thereof,  likewise
covenants  and  agrees, that, to the extent  and  in  the  manner
hereinafter  set  forth in this Article Eight,  the  Indebtedness
represented by the Senior Subordinated Notes and the  payment  of
the  principal of, premium, if any, and interest on each and  all
of  the  Senior  Subordinated Notes  are  hereby  expressly  made
subordinate and subject in right of payment as provided  in  this
Article  Eight  to  the prior payment in full  in  cash  or  Cash
Equivalents of all Senior Indebtedness.

          This  Article Eight shall constitute a continuing offer
to  all  Persons  who, in reliance upon such  provisions,  become
holders  of,  or continue to hold Senior Indebtedness;  and  such
provisions  are  made for the benefit of the  holders  of  Senior
Indebtedness;  and such holders are made obligees  hereunder  and
they or each of them may enforce such provisions.

          The  provisions  of  this Article Eight  shall  not  be
applicable  from  and  after  the date  of  Legal  Defeasance  or
Covenant   Defeasance  pursuant  to  Sections   9.02   or   9.03,
respectively, of this Indenture.

SECTION 8.02   Payment Over of Proceeds Upon Dissolution, Etc.

          In  the event of (a) any insolvency or bankruptcy  case
or  proceeding,  or any receivership, liquidation, reorganization
or  other  similar  case  or proceeding in connection  therewith,
relative to the Company or to its creditors, as such, or  to  its
assets,  or (b) any liquidation, dissolution or other winding  up
of  the Company, whether voluntary or involuntary and whether  or
not involving insolvency or bankruptcy, or (c) any assignment for
the  benefit of creditors or any other marshalling of  assets  or
liabilities of the Company, then and in any such event:

          (1)   the  holders  of  Senior  Indebtedness  shall  be
entitled  to  receive payment in full in cash or Cash Equivalents
of  all  amounts due on or in respect of all Senior Indebtedness,
or  provision shall be made for such payment, before the  Holders
of  the  Senior  Subordinated Notes are entitled to  receive  any
payment  or distribution of any kind or character (other than  in
Permitted Junior Securities) on account of principal of, premium,
if any, or interest on the Senior Subordinated Notes; and

          (2)   any  payment  or distribution of  assets  of  the
Company  of  any kind or character, whether in cash, property  or
securities (excluding Permitted Junior Securities) by set-off  or
otherwise, to which the Holders or the Trustee would be  entitled
but for the provisions of this Article Eight shall be paid by the
liquidating trustee or agent or other Person making such  payment
or  distribution, whether a trustee in bankruptcy, a receiver  or
liquidating  trustee or otherwise, directly  to  the  holders  of
Senior Indebtedness or their representative or representatives or
to  the  trustee or trustees under any indenture under which  any
instruments evidencing any of such Senior Indebtedness  may  have
been  issued, to the extent necessary to make payment in full  of
all Senior Indebtedness remaining unpaid, after giving effect  to
any  concurrent  payment or distribution to the holders  of  such
Senior Indebtedness; and

          (3)   in  the event that, notwithstanding the foregoing
provisions of this Section 8.02, the Trustee or the Holder of any
Senior  Subordinated  Notes shall have received  any  payment  or
distribution  of assets of the Company of any kind or  character,
whether in cash, property or securities, in respect of principal,
premium,  if  any, and interest on the Senior Subordinated  Notes
before all Senior Indebtedness is paid in full or payment thereof
provided for, then and in such event such payment or distribution
(excluding  Permitted Junior Securities) shall be  paid  over  or
delivered  forthwith  to  the trustee  in  bankruptcy,  receiver,
liquidating  trustee, custodian, assignee, agent or other  Person
making  payment  or  distribution of assets of  the  Company  for
application  to the payment of all Senior Indebtedness  remaining
unpaid, to the extent necessary to pay all Senior Indebtedness in
full,   after  giving  effect  to  any  concurrent   payment   or
distribution to or for the holders of Senior Indebtedness.

          The consolidation of the Company with, or the merger of
the  Company  with or into, another Person or the liquidation  or
dissolution of the Company following the conveyance, transfer  or
lease  of  its properties and assets substantially as an entirety
to  another  Person upon the terms and conditions  set  forth  in
Article  Five  shall  not  be deemed a dissolution,  winding  up,
liquidation,  reorganization,  assignment  for  the  benefit   of
creditors or marshaling of assets and liabilities of the  Company
for  the  purposes of this Section 8.02 if the Person  formed  by
such consolidation or the surviving entity of such merger or  the
Person  which  acquires  by conveyance, transfer  or  lease  such
properties and assets substantially as an entirety, as  the  case
may   be,  shall,  as  a  part  of  such  consolidation,  merger,
conveyance,  transfer or lease, comply with  the  conditions  set
forth in Article Five.

SECTION 8.03   Suspension of Payment When Senior Indebtedness  in
Default.

          (a)   Unless Section 8.02 shall be applicable, upon (1)
the  occurrence  of  a Payment Default and  (2)  receipt  by  the
Trustee from the Company or the holders of Senior Indebtedness of
written   notice  of  such  occurrence,  then   no   payment   or
distribution  of  any  assets  of the  Company  of  any  kind  or
character (excluding Permitted Junior Securities) shall  be  made
by  the  Company  and no holder of the Subordinated  Notes  shall
accept  or  receive any direct or indirect payment by  setoff  or
otherwise for or on account of principal of, or premium, if  any,
or interest on the Senior Subordinated Notes or on account of the
purchase  or  redemption  or  other  acquisition  of  the  Senior
Subordinated  Notes unless and until such Payment  Default  shall
have  been  cured  or waived or shall have ceased  to  exist  (as
evidenced   by   a   written   acknowledgment   of   the   Senior
Representative)  or  such  Senior Indebtedness  shall  have  been
discharged or paid in full or payment thereof provided for, after
which  the  Company  shall resume making  any  and  all  required
payments  in respect of the Senior Subordinated Notes,  including
any missed payments.

          (b)   Unless Section 8.02 shall be applicable, upon (1)
the  occurrence  of  a Covenant Default and (2)  receipt  by  the
Trustee from the Senior Representative of written notice of  such
occurrence,  no  payment or distribution of  any  assets  of  the
Company  of  any  kind or character (excluding  Permitted  Junior
Securities)  may  be  made  by the  Company  on  account  of  any
principal  of,  premium,  if  any,  or  interest  on  the  Senior
Subordinated Notes or on account of the purchase or redemption or
other  acquisition of the Senior Subordinated Notes for a  period
(the "Payment Blockage Period") commencing on the date of receipt
by  the  Trustee  of such notice and ending on  (subject  to  any
blockage  of  payments that may then be in effect  under  Section
8.03(a)) the earliest of (x) 179 days in the case of Indebtedness
under  the  Senior Secured Credit Facility, and 119 days  in  the
case  of  other Designated Senior Indebtedness, after the receipt
of  such  written notice by the Trustee (provided the  Designated
Senior  Indebtedness with respect to which such Covenant  Default
shall have occurred shall theretofore have not been accelerated),
(y) the date on which such Covenant Default shall have been cured
or  waived  or  shall  have ceased to exist (as  evidenced  by  a
written  acknowledgment  of the Senior Representative  initiating
the   Payment   Blockage  Period)  or  such   Designated   Senior
Indebtedness  shall  have been discharged  or  paid  in  full  or
payment  thereof  provided for or (z)  the  date  on  which  such
Payment  Blockage  Period shall have been terminated  by  written
notice   to   the  Company  or  the  Trustee  from   the   Senior
Representative  initiating such Payment Blockage Period,  or  the
holders of at least a majority in principal amount of such  issue
of  Designated Senior Indebtedness, after which, in the  case  of
clause  (x), (y) or (z), the Company shall resume making any  and
all  required  payments  in respect of  the  Senior  Subordinated
Notes,  including any missed payments. Notwithstanding any  other
provision of this Indenture, only one Payment Blockage Period may
be commenced with respect to the Senior Subordinated Notes within
any  365-day  period  and  no Covenant Default  with  respect  to
Designated Senior Indebtedness which existed or was continuing on
the  date of the commencement of any Payment Blockage Period will
be,  or  can be, made the basis for the commencement of a  second
Payment  Blockage Period, whether or not within a period  of  365
consecutive  days, unless such event of default shall  have  been
cured  or  waived  for a period of not less than  90  consecutive
days.  In no event shall a Payment Blockage Period extend  beyond
179  days from the date of the receipt of the notice referred  to
in clause (2) hereof.

          (c)   In the event that, notwithstanding the foregoing,
the  Company shall make any payment to the Trustee or the  Holder
of  any  Senior  Subordinated Notes prohibited by  the  foregoing
provisions  of  this Section 8.03, then and in  such  event  such
payment shall be held in trust for the benefit of the Lenders  or
other holders of Senior Indebtedness at the time outstanding  and
shall promptly be paid over and delivered forthwith to the Senior
Representative  or  other representative of the  holders  of  the
Designated   Senior  Indebtedness  or  the  holders   of   Senior
Indebtedness,  as  applicable,  or  as  a  court   of   competent
jurisdiction shall direct.

SECTION 8.04   Payment Permitted if No Default.

          Nothing  contained in this Article Eight, elsewhere  in
this  Indenture or in any of the Senior Subordinated Notes  shall
prevent  the  Company, at any time except during the pendency  of
any  case, proceeding, dissolution, liquidation or other  winding
up,  assignment for the benefit of creditors or other  marshaling
of   assets  and  liabilities  of  the  Company  referred  to  in
Section  8.02 or under the conditions described in Section  8.03,
from  making  payments at any time of principal of,  premium,  if
any, or interest on the Senior Subordinated Notes.

SECTION  8.05    Subrogation  to  Rights  of  Holders  of  Senior
Indebtedness.

          Subject  to  the  payment  in  full  in  cash  or  Cash
Equivalents of all Senior Indebtedness, the Holders of the Senior
Subordinated  Notes  shall be subrogated to  the  rights  of  the
holders  of  such  Senior Indebtedness to  receive  payments  and
distributions of cash, property and securities applicable to  the
Senior Indebtedness until the principal of, premium, if any,  and
interest on the Senior Subordinated Notes shall be paid in  full.
For purposes of such subrogation, no payments or distributions to
the  holders  of  Senior Indebtedness of any  cash,  property  or
securities to which the Holders of the Senior Subordinated  Notes
or  the  Trustee would be entitled except for the  provisions  of
this  Article  Eight,  and  no  payments  over  pursuant  to  the
provisions  of  this  Article Eight  to  the  holders  of  Senior
Indebtedness by Holders of the Senior Subordinated Notes  or  the
Trustee,  shall, as among the Company, its creditors  other  than
holders  of  Senior Indebtedness, and the Holders of  the  Senior
Subordinated Notes, be deemed to be a payment or distribution  by
the Company to or on account of the Senior Indebtedness.

SECTION 8.06   Provisions Solely to Define Relative Rights.

          The  provisions  of  this Article  Eight  are  intended
solely  for  the purpose of defining the relative rights  of  the
Holders of the Senior Subordinated Notes on the one hand and  the
holders  of  Senior  Indebtedness  on  the  other  hand.  Nothing
contained in this Article Eight or elsewhere in this Indenture or
in  the  Senior Subordinated Notes is intended to  or  shall  (a)
impair, as among the Company, its creditors other than holders of
Senior  Indebtedness  and the Holders of the Senior  Subordinated
Notes,  the  obligation  of the Company, which  is  absolute  and
unconditional,  to pay to the Holders of the Senior  Subordinated
Notes  the  principal of, premium, if any, and  interest  on  the
Senior  Subordinated Notes as and when the same shall become  due
and  payable  in accordance with their terms; or (b)  affect  the
relative rights against the Company of the Holders of the  Senior
Subordinated  Notes and creditors of the Company other  than  the
holders of Senior Indebtedness; or (c) prevent the Trustee or the
Holder  of  any  Senior Subordinated Notes  from  exercising  all
remedies otherwise permitted by applicable law upon default under
this  Indenture,  subject  to  the rights,  if  any,  under  this
Article  Eight of the holders of Senior Indebtedness (1)  in  any
case,  proceeding, dissolution, liquidation or other winding  up,
assignment  for the benefit of creditors or other  marshaling  of
assets   and   liabilities  of  the  Company   referred   to   in
Section 8.02, to receive, pursuant to and in accordance with such
Section,  cash,  property  and securities  otherwise  payable  or
deliverable  to  the Trustee or such Holder,  or  (2)  under  the
conditions  specified  in Section 8.03, to  prevent  any  payment
prohibited  by such Section or enforce their rights  pursuant  to
Section 8.03(c).

SECTION 8.07   Trustee to Effectuate Subordination Provisions.

          Each  Holder  of  a  Senior Subordinated  Note  by  his
acceptance  thereof  authorizes and directs the  Trustee  on  his
behalf to take such action as may be necessary or appropriate  to
effectuate the subordination provided in this Article  Eight  and
appoints  the Trustee his attorney-in-fact for any and  all  such
purposes, including, in the event of any dissolution, winding-up,
liquidation   or  reorganization  of  the  Company   whether   in
bankruptcy,  insolvency, receivership proceedings, or  otherwise,
the  timely  filing  of  a claim for the unpaid  balance  of  the
Indebtedness  of  the Company owing to such Holder  in  the  form
required in such proceedings and the causing of such claim to  be
approved.

SECTION 8.08   No Waiver of Subordination Provisions.

          (a)   No  right of any present or future holder of  any
Senior  Indebtedness to enforce subordination as herein  provided
shall at any time in any way be prejudiced or impaired by any act
or  failure  to act on the part of the Company or by any  act  or
failure  to  act, in good faith, by any such holder,  or  by  any
non-compliance  by  the  Company with the terms,  provisions  and
covenants of this Indenture, regardless of any knowledge  thereof
any such Holder may have or be otherwise charged with.

          (b)     Without    limiting    the    generality     of
Section 8.08(a), the holders of Senior Indebtedness may,  at  any
time  and from time to time, without the consent of or notice  to
the  Trustee  or  the  Holders of the Senior Subordinated  Notes,
without  incurring responsibility to the Holders  of  the  Senior
Subordinated  Notes  and  without  impairing  or  releasing   the
subordination  provided in this Article Eight or the  obligations
hereunder of the Holders of the Senior Subordinated Notes to  the
holders  of  Senior  Indebtedness, do any  one  or  more  of  the
following:  (1) change the manner, place or terms of  payment  or
extend  the  time  of  payment of,  or  renew  or  alter,  Senior
Indebtedness  or  any  instrument  evidencing  the  same  or  any
agreement  under  which Senior Indebtedness is  outstanding;  (2)
sell,  exchange,  release or otherwise  deal  with  any  property
pledged, mortgaged or otherwise securing Senior Indebtedness; (3)
release  any  Person liable in any manner for the  collection  or
payment of Senior Indebtedness; and (4) exercise or refrain  from
exercising  any rights against the Company and any other  Person;
provided, however, that in no event shall any such actions  limit
the right of the Holders of the Senior Subordinated Notes to take
any  action to accelerate the maturity of the Senior Subordinated
Notes pursuant to Article Six of this Indenture or to pursue  any
rights  or  remedies hereunder or under applicable  laws  if  the
taking  of  such action does not otherwise violate the  terms  of
this Article Eight.

SECTION 8.09   Notice to Trustee.

          (a)   The  Company shall give prompt written notice  to
the Trustee of any fact known to the Company which would prohibit
the  making of any payment to or by the Trustee in respect of the
Senior Subordinated Notes. Notwithstanding the provisions of this
Article  Eight  or any provision of this Indenture,  the  Trustee
shall not be charged with knowledge of the existence of any facts
which  would  prohibit the making of any payment  to  or  by  the
Trustee  in respect of the Senior Subordinated Notes, unless  and
until the Trustee shall have received written notice thereof from
the  Company  or  a  holder of Senior Indebtedness  or  from  any
trustee,  fiduciary or agent therefor; and, prior to the  receipt
of  any such written notice, the Trustee shall be entitled in all
respects  to assume that no such facts exist; provided,  however,
that  if  the Trustee shall not have received the notice provided
for in this Section 8.09(a) at least three Business Days prior to
the  date  upon  which by the terms hereof any money  may  become
payable  for  any  purpose  (including, without  limitation,  the
payment of the principal of, premium, if any, or interest on  any
Senior  Subordinated Notes), then, anything herein  contained  to
the  contrary notwithstanding but without limiting the rights and
remedies  of  the holders of Senior Indebtedness or any  trustee,
fiduciary or agent thereof, the Trustee shall have full power and
authority  to  receive such money and to apply the  same  to  the
purpose  for  which  such money was received  and  shall  not  be
affected  by any notice to the contrary which may be received  by
it  within three Business Days prior to such date; nor shall  the
Trustee  be  charged  with knowledge of the curing  of  any  such
default or the elimination of the act or condition preventing any
such payment unless and until the Trustee shall have received  an
Officers'  Certificate to such effect.  Notwithstanding  anything
to  the  contrary  set forth above, no written  notice  shall  be
necessary for the provisions of Section 8.01 to be effective.

          (b)   The  Trustee shall be entitled  to  rely  on  the
delivery to it of a written notice to the Trustee and the Company
by  a  Person  representing himself to  be  a  holder  of  Senior
Indebtedness  (or  a  trustee, fiduciary or  agent  therefor)  to
establish  that such notice has been given by a holder of  Senior
Indebtedness  (or  a  trustee,  fiduciary  or  agent   therefor);
provided,  however,  that  failure to give  such  notice  to  the
Company shall not affect in any way the ability of the Trustee to
rely on such notice. In the event that the Trustee determines  in
good faith that further evidence is required with respect to  the
right  of  any  Person  as  a holder of  Senior  Indebtedness  to
participate  in  any  payment or distribution  pursuant  to  this
Article  Eight,  the Trustee may request such Person  to  furnish
evidence to the reasonable satisfaction of the Trustee as to  the
amount of Senior Indebtedness held by such Person, the extent  to
which  such Person is entitled to participate in such payment  or
distribution and any other facts pertinent to the rights of  such
Person  under  this Article Eight, and if such  evidence  is  not
furnished,  the  Trustee  may defer any payment  to  such  Person
pending judicial determination as to the right of such Person  to
receive such payment.

SECTION  8.10    Reliance  on Judicial Order  or  Certificate  of
Liquidating Agent.

          Upon  any  payment  or distribution of  assets  of  the
Company  referred to in this Article Eight, the Trustee  and  the
Holders  of  the Senior Subordinated Notes shall be  entitled  to
rely  upon  any order or decree entered by any court of competent
jurisdiction  in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up  or  similar
case or proceeding is pending, or a certificate of the trustee in
bankruptcy,  receiver, liquidating Trustee,  custodian,  assignee
for  the benefit of creditors, agent or other person making  such
payment  or  distribution, delivered to the  Trustee  or  to  the
Holders  of  Senior  Subordinated  Notes,  for  the  purpose   of
ascertaining the Persons entitled to participate in such  payment
or  distribution,  the holders of Senior Indebtedness  and  other
indebtedness  of  the  Company, the  amount  thereof  or  payable
thereon,  the amount or amounts paid or distributed  thereon  and
all  other  facts  pertinent thereto or to  this  Article  Eight,
provided  that the foregoing shall apply only if such  court  has
been fully apprised of the provisions of this Article Eight.

SECTION 8.11   Rights   of   Trustee  as  a  Holder   of   Senior
               Indebtedness; Preservation of Trustee's Rights.

          The  Trustee  in  its  individual  capacity  shall   be
entitled  to all the rights set forth in this Article Eight  with
respect to any Senior Indebtedness which may at any time be  held
by  it,  to  the  same  extent  as any  other  holder  of  Senior
Indebtedness,  and  nothing in this Indenture shall  deprive  the
Trustee  of  any  of its rights as such holder. Nothing  in  this
Article  Eight  shall  apply to claims of, or  payments  to,  the
Trustee under or pursuant to Section 7.07.

SECTION 8.12   Article Applicable to Paying Agents.

          In  case  at any time any Paying Agent other  than  the
Trustee  shall  have been appointed by the Company  and  be  then
acting  under this Indenture, the term "Trustee" as used in  this
Article  Eight  shall in such case (unless the context  otherwise
requires) be construed as extending to and including such  Paying
Agent within its meaning as fully for all intents and purposes as
if such Paying Agent were named in this Article Eight in addition
to   or  in  place  of  the  Trustee;  provided,  however,   that
Section  8.11 shall not apply to the Company or any Affiliate  of
the Company if it or such Affiliate acts as Paying Agent.

SECTION 8.13   No Suspension of Remedies.

          Nothing contained in this Article Eight shall limit the
right  of the Trustee or the Holders of Senior Subordinated Notes
to  take  any  action to accelerate the maturity  of  the  Senior
Subordinated  Notes pursuant to Article Six of this Indenture  or
to  pursue  any rights or remedies hereunder or under  applicable
law,  succeed to the rights, if any, under this Article Eight  of
the Holders, from time to time, of Senior Indebtedness.

SECTION 8.14   Trustee's Relation to Senior Indebtedness.

          With respect to the holders of Senior Indebtedness, the
Trustee  undertakes to perform or to observe  only  such  of  its
covenants and obligations as are specifically set forth  in  this
Article  Eight,  and  no implied covenants  or  obligations  with
respect to the holders of Senior Indebtedness shall be read  into
this Article Eight against the Trustee.  The Trustee shall not be
deemed  to  owe  any  fiduciary duty to  the  holders  of  Senior
Indebtedness and the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall mistakenly pay over or deliver to
Holders,  the  Company or any other Person moneys  or  assets  to
which  any  holder of Senior Indebtedness shall  be  entitled  by
virtue of this Article Eight or otherwise.

SECTION 8.15   Amendments.

          The  provisions  of  this Article Eight  shall  not  be
amended or modified without the written consent of the holders of
all  Senior  Indebtedness, which written  consent  shall  not  be
unreasonably withheld, delayed or conditioned; provided, however,
that  the  holders of the Senior Indebtedness may  withhold  such
consent  in  their sole discretion if the proposed  amendment  or
modification  would  materially adversely affect  their  priority
with  respect  to  the  Indebtedness represented  by  the  Senior
Subordinated Notes.

                          ARTICLE NINE
            LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION  9.01    Option  to Effect Legal Defeasance  or  Covenant
Defeasance.

          The  Company  may,  at  the  option  of  its  Board  of
Directors evidenced by a Board Resolution, at any time, elect  to
have  either  Section  9.02  or 9.03 hereof  be  applied  to  all
outstanding  Senior Subordinated Notes upon compliance  with  the
conditions set forth below in this Article Nine.

SECTION 9.02   Legal Defeasance and Discharge.

          Upon  the Company's exercise under Section 9.01  hereof
of the option applicable to this Section 9.02, the Company shall,
subject  to  the  satisfaction of the  conditions  set  forth  in
Section  9.04 hereof, be deemed to have been discharged from  its
obligations  with respect to all outstanding Senior  Subordinated
Notes  on  the date the conditions set forth below are  satisfied
(hereinafter,  "Legal  Defeasance").   For  this  purpose,  Legal
Defeasance  means that the Company shall be deemed to  have  paid
and   discharged  the  entire  indebtedness  represented  by  the
outstanding Senior Subordinated Notes, which shall thereafter  be
deemed to be "outstanding" only for the purposes of Section  9.05
and  the  other  Sections  of  this  Indenture  referred  to   in
(i)  through  (iv)  below, and to have satisfied  all  its  other
obligations  under  such  Senior  Subordinated  Notes  and   this
Indenture  (and the Trustee, on demand of and at the  expense  of
the  Company, shall execute proper instruments acknowledging  the
same),  except  for the following provisions which shall  survive
until  otherwise  terminated  or discharged  hereunder:  (i)  the
rights  of holders of such outstanding Senior Subordinated  Notes
to receive, solely from the trust fund described in Section 9.05,
payments  in  respect of the principal of, premium, if  any,  and
interest on such Senior Subordinated Notes when such payments are
due,  (ii)  the Company's obligations with respect to the  Senior
Subordinated  Notes  under Article Two and Section  4.02  hereof,
(iii)  the  rights, powers, trust, duties and immunities  of  the
Trustee,  and  the Company's obligations in connection  therewith
and  (iv)  this  Article Nine.  Subject to compliance  with  this
Article  Nine,  the  Company may exercise its option  under  this
Section  9.02  notwithstanding the prior exercise of  its  option
under Section 9.03 hereof.

SECTION 9.03   Covenant Defeasance.

          Upon  the Company's exercise under Section 9.01  hereof
of the option applicable to this Section 9.03, the Company shall,
subject  to  the  satisfaction of the  conditions  set  forth  in
Section  9.04 hereof, be released from its obligations under  the
covenants  contained in Sections 4.03, 4.04,  4.12,  4.13,  4.14,
4.15, 4.16, 4.18, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24 and 4.25 and
Sections  5.01(b)(ii)(A)  and  5.01(b)(ii)(D)  hereof,  and   the
provisions  of Articles Five, Eight and Twelve shall  not  apply,
with respect to the outstanding Senior Subordinated Notes on  and
after  the  date  the  conditions set forth below  are  satisfied
(hereinafter, "Covenant Defeasance"), and the Senior Subordinated
Notes  shall  thereafter  be  deemed not  "outstanding"  for  the
purposes of any direction, waiver, consent or declaration or  act
of  Holders  (and the consequences of any thereof) in  connection
with   such   covenants,  but  shall  continue   to   be   deemed
"outstanding"  for  all  other  purposes  hereunder.   For   this
purpose, such Covenant Defeasance means that, with respect to the
outstanding  Senior Subordinated Notes, the Company may  omit  to
comply  with and shall have no liability in respect of any  term,
condition  or limitation set forth in any such covenant,  whether
directly  or  indirectly,  by reason of any  reference  elsewhere
herein to any such covenant or by reason of any reference in  any
such  covenant  to any other provision herein  or  in  any  other
document  and  such  omission to comply shall  not  constitute  a
Default  or  an Event of Default under Section 6.01 hereof,  but,
except  as  specified above, the remainder of this Indenture  and
such Senior Subordinated Notes shall be unaffected thereby.

SECTION 9.04   Conditions to Legal or Covenant Defeasance.

          The   following   shall  be  the  conditions   to   the
application  of  either  Section  9.02  or  9.03  hereof  to  the
outstanding Senior Subordinated Notes:

          In   order  to  exercise  either  Legal  Defeasance  or
Covenant Defeasance:

          (a)  the Company must irrevocably deposit with the Trustee or
Paying  Agent,  in  trust, for the benefit of the  Holders,  U.S.
Legal  Tender,  U.S.  Government Obligations which,  through  the
scheduled payment of principal and interest in respect thereof in
accordance  with  their terms will provide, not  later  than  one
Business  Day before the due date for any payment,  money  in  an
amount,  or  a combination thereof, in such amounts  as  will  be
sufficient,  in  the opinion of a nationally recognized  firm  of
independent   public   accountants,  expressed   in   a   written
certification  thereof  delivered to  the  Trustee,  to  pay  the
principal  of,  premium,  if  any, and  interest  on  the  Senior
Subordinated Notes on the stated date for payment thereof  or  on
the  applicable  redemption date, as the case  may  be,  of  such
principal  or installment of principal of, premium,  if  any,  or
interest on the Senior Subordinated Notes;

          (b)  in the case of an election under Section 9.02 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel
in  the  United  States  reasonably  acceptable  to  the  Trustee
confirming that (A) the Company has received from, or  there  has
been  published by, the Internal Revenue Service a ruling or  (B)
since the date of 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 Senior Subordinated  Notes  will  not
recognize  income,  gain  or loss for  U.S.  federal  income  tax
purposes as a result of such Legal Defeasance and will be subject
to  U.S.  federal  income tax on the same amounts,  in  the  same
manner and at the same times as would have been the case if  such
Legal Defeasance had not occurred;

          (c)  in the case of an election under Section 9.03 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel
in  the  United  States  reasonably  acceptable  to  the  Trustee
confirming that the Holders of the Senior Subordinated Notes will
not  recognize income, gain or loss for U.S. federal  income  tax
purposes  as  a result of such Covenant Defeasance  and  will  be
subject  to U.S. federal income tax on the same amounts,  in  the
same manner and at the same times as would have been the case  if
such Covenant Defeasance had not occurred;

          (d)  no Default or Event of Default shall have occurred and be
continuing  on the date of such deposit (other than a Default  or
Event  of  Default resulting from the incurrence of  Indebtedness
all or a portion of the proceeds of which will be used to defease
the  Senior  Subordinated Notes pursuant  to  this  Article  Nine
concurrently with such incurrence) or insofar as Sections 6.01(6)
and 6.01(7) hereof are concerned, shall have occurred at any time
in  the  period  ending on the 91st day after the  date  of  such
deposit;

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

          (f)  the Company shall have delivered to the Trustee an Opinion
of  Counsel  to  the  effect  that the  trust  funds  established
pursuant  to this Article Nine will not be subject to any  rights
of   holders   of   Senior   Indebtedness,   including,   without
limitations, those arising under Article Eight of this Indenture,
and  to the effect that after the 91st day following the deposit,
such  trust  funds  will not be subject  to  the  effect  of  any
applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally;

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

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

          (i)  such Legal Defeasance or Covenant Defeasance shall not cause
the Trustee to have a conflicting interest within the meaning  of
the  TIA  (assuming for the purpose of this clause (i)  that  all
Senior  Subordinated Notes are in default within the  meaning  of
the TIA); and

          (j)  such Legal Defeasance or Covenant Defeasance shall not
result  in  the  trust arising from such deposit constituting  an
investment  company within the meaning of the Investment  Company
Act  of  1940, as amended, unless such trust shall be  registered
under such act or exempt from registration thereunder.

SECTION 9.05   Deposited  U.S.  Legal Tender and U.S.  Government
               Obligations to be Held in Trust; Other Miscellaneous Provisions.

          Subject  to Section 9.06 hereof, all U.S. Legal  Tender
and  U.S. Government Obligations (including the proceeds thereof)
deposited   with  the  Trustee  (or  other  qualifying   trustee,
collectively  for purposes of this Section 9.05,  the  "Trustee")
pursuant  to  Section 9.04 hereof in respect of  the  outstanding
Senior  Subordinated Notes shall be held in trust and applied  by
the  Trustee,  in accordance with the provisions of  such  Senior
Subordinated  Notes  and this Indenture, to the  payment,  either
directly  or  through  any  Paying  Agent,  as  the  Trustee  may
determine,  to the Holders of such Senior Subordinated  Notes  of
all  sums  due and to become due thereon in respect of principal,
premium,  if  any, and interest, but such U.S. Legal  Tender  and
U.S.  Government  Obligations need not be segregated  from  other
funds except to the extent required by law.

          The Company shall pay and indemnify the Trustee against
any  tax, fee or other charge imposed on or assessed against  the
U.S.  Legal  Tender  or  U.S.  Government  Obligations  deposited
pursuant  to  Section 9.04 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 Senior Subordinated Notes.

          Anything   in   this  Article  Nine  to  the   contrary
notwithstanding, the Trustee shall deliver or pay to the  Company
from  time  to  time upon the Company's request  any  U.S.  Legal
Tender  or U.S. Government Obligations held by it as provided  in
Section  9.04  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 9.04(a) hereof), are  in
excess  of the amount thereof that would then be required  to  be
deposited  to effect an equivalent Legal Defeasance  or  Covenant
Defeasance.

SECTION 9.06   Repayment to the Company.

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

SECTION 9.07   Reinstatement.

          If  the Trustee or Paying Agent is unable to apply  any
U.S.  Legal  Tender or U.S. Government Obligations in  accordance
with  Section 9.02 or 9.03 hereof, as the case may be, by  reason
of  any  order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application,
then  the  Company's  obligations under this  Indenture  and  the
Senior Subordinated Notes, and the Guarantors' obligations  under
this Indenture and the Guarantee, shall be revived and reinstated
as  though  no deposit had occurred pursuant to Section  9.02  or
9.03  hereof  until such time as the Trustee or Paying  Agent  is
permitted to apply all such U.S. Legal Tender and U.S. Government
Obligations  in accordance with Section 9.02 or 9.03  hereof,  as
the  case  may be; provided, however, that, if the Company  makes
any  payment of principal of, premium, if any, or interest on any
Senior  Subordinated  Note  following the  reinstatement  of  its
obligations, the Company shall be subrogated to the rights of the
Holders of such Senior Subordinated Notes to receive such payment
from  the U.S. Legal Tender and U.S. Government Obligations  held
by  the  Trustee  or Paying Agent after payment in  full  of  the
Senior Subordinated Notes.

                           ARTICLE TEN
               AMENDMENTS, SUPPLEMENTS AND WAIVER

SECTION  10.01  Without Consent of Holders of Senior Subordinated
Notes.

          Notwithstanding  Section 10.02 of this  Indenture,  the
Company,  the Guarantors and the Trustee may amend or  supplement
this  Indenture  or  the Senior Subordinated  Notes  without  the
consent of any Holder of a Senior Subordinated Note:

          (a)  to evidence the succession of another Person to the Company
and  the Guarantors and the assumption by such successor  of  the
covenants and Obligations of the Company under this Indenture and
contained  in the Senior Subordinated Notes and of the Guarantors
contained in this Indenture and the Guarantees;

          (b)  to add to the covenants of the Company, for the benefit of
Holders,  or to surrender any right or power conferred  upon  the
Company or the Guarantors by this Indenture;

          (c)  to add any additional Events of Default;

          (d)  to provide for uncertificated Senior Subordinated Notes in
addition  to  or  in  place of certificated  Senior  Subordinated
Notes;

          (e)  to evidence and provide for the acceptance of appointment
under this Indenture by the successor Trustee;

          (f)  to secure the Senior Subordinated Notes and/or the
Guarantees;

          (g)  to cure any ambiguity, to correct or supplement any
provision  in this Indenture which may be inconsistent  with  any
other  provision  herein  or  to add any  other  provisions  with
respect  to  matters or questions arising under  this  Indenture,
provided  that  such  actions will not materially  and  adversely
affect the interests of Holders;

          (h)  to add or release any Guarantor pursuant to the terms of
this Indenture; or

          (i)  to comply with the requirements of the Commission to effect
or maintain the qualification of the Indenture under the TIA.

          Upon  the request of the Company accompanied by a Board
Resolution  authorizing  the execution of  any  such  amended  or
supplemental  Indenture, and upon receipt by the Trustee  of  the
documents  described in Section 10.07 hereof, the  Trustee  shall
join  with  the  Company  in  the execution  of  any  amended  or
supplemental  Indenture authorized or permitted by the  terms  of
this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall
not  be  obligated  to  enter into such amended  or  supplemental
Indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.

SECTION  10.02   With  Consent of Holders of Senior  Subordinated
Notes.

          Except  as  provided below in this Section  10.02,  the
Company,  the Guarantors and the Trustee may amend or  supplement
this  Indenture and the Senior Subordinated Notes may be  amended
or  supplemented with the consent of the Holders of  at  least  a
majority in aggregate principal amount of the Senior Subordinated
Notes  then outstanding, and, subject to Sections 7.04  and  7.07
hereof,  any existing Default or Event of Default (other  than  a
Default  or Event of Default in the payment of the principal  of,
premium,  if any, or, interest on the Senior Subordinated  Notes,
except a payment default resulting from an acceleration that  has
been   rescinded)  or  compliance  with  any  provision  of  this
Indenture or the Senior Subordinated Notes may be waived with the
consent  of  the  Holders  of a majority in  aggregate  principal
amount of the then outstanding Senior Subordinated Notes.

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

          It  shall  not  be  necessary for the  consent  of  the
Holders of Senior Subordinated Notes under this Section 10.02  to
approve  the particular form of any proposed amendment or waiver,
but it shall be sufficient if such consent approves the substance
thereof.

          After  an  amendment, supplement or waiver  under  this
Section  10.02 becomes effective, the Company shall mail  to  the
Holders  of Senior Subordinated Notes affected thereby  a  notice
briefly  describing  the amendment, supplement  or  waiver.   Any
failure  of  the  Company  to mail such  notice,  or  any  defect
therein,  shall  not, however, in any way impair  or  affect  the
validity of any such amended or supplemental Indenture or waiver.
Subject  to  Sections  7.04 and 7.07 hereof,  the  Holders  of  a
majority in aggregate principal amount of the Senior Subordinated
Notes  then  outstanding  may waive compliance  in  a  particular
instance  by the Company with any provision of this Indenture  or
the  Senior Subordinated Notes.  However, without the consent  of
each  Holder  affected,  an amendment or  waiver  may  not  (with
respect to any Senior Subordinated Notes held by a non-consenting
Holder):

          (a)  reduce the principal amount of Senior Subordinated Notes
whose  Holders must consent to an amendment, supplement or waiver
of  any  provision  of this Indenture or the Senior  Subordinated
Notes;

          (b)  reduce the principal of or change the fixed maturity of any
Senior Subordinated Note or alter the provisions with respect  to
the  redemption of Senior Subordinated Notes pursuant to  Article
Three  of  this Indenture or alter the provisions, including  the
purchase price payable, with respect to repurchases of the Senior
Subordinated Notes pursuant to Section 4.18 hereof;

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

(d)  waive a Default or Event of Default in the payment of
principal of or premium, if any, or interest on the Senior
Subordinated Notes or that resulted from a failure to comply with
Section 4.18 hereof (except a rescission of acceleration of the
Senior Subordinated Notes by the Holders of at least a majority
in aggregate principal amount of the Senior Subordinated Notes
and a waiver of the payment default that resulted from such
acceleration);
(e)  make the principal of, or the interest on, any Senior
Subordinated Note payable in any manner other than that stated in
this Indenture and the Senior Subordinated Notes on the Issue
Date;
(f)  make any change in the provisions of this Indenture relating
to waivers of past Defaults or the rights of Holders of Senior
Subordinated Notes to receive payments of principal of or
interest on the Senior Subordinated Notes;
(g)  waive a redemption payment with respect to any Senior
Subordinated Note;
(h)  alter the ranking of the Senior Subordinated Notes relative
to other Indebtedness of the Company or the Guarantors;
(i)  make any change in the amendment and waiver provisions of
this Indenture or the Senior Subordinated Notes;
(j)  impair the right of any Holder to receive payment of
principal of and interest on such Holder's Senior Subordinated
Notes on or after the due dates therefor or to institute suit for
the enforcement of any payment on or with respect to such
Holder's Senior Subordinated Notes;
(k)  release any Guarantor from its Guarantee, except as provided
herein; or
(l)  make any change in Sections 7.04 or 7.07 or modify any of
the provisions of this Section 10.02 (except to increase any
percentage set forth herein).
          Upon  the request of the Company accompanied by a Board
Resolution  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  Senior  Subordinated Notes as  aforesaid,  and  upon
receipt   by   the   Trustee  of  the  documents   described   in
Section 10.07 hereof, the Trustee shall join with the Company  in
the  execution  of such amended or supplemental Indenture  unless
such amended or supplemental Indenture affects the Trustee's  own
rights,  duties or immunities under this Indenture or  otherwise,
in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental Indenture.

          It  shall  not  be  necessary for the  consent  of  the
Holders of Senior Subordinated Notes under this Section 10.02  to
approve  the particular form of any proposed amendment or waiver,
but it shall be sufficient if such consent approves the substance
thereof.

SECTION 10.03  Effect of Supplemental Indentures.

          Upon  the execution of any supplemental indenture under
this  Article Ten, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a  part  of
this  Indenture  for  all purposes; and every  Holder  of  Senior
Subordinated  Notes theretofore or thereafter  authenticated  and
delivered  hereunder shall be bound thereby. After a supplemental
indenture becomes effective, the Company shall mail to Holders  a
notice  briefly  describing such amendment. The failure  to  give
such  notice  to  all Holders, or any defect therein,  shall  not
impair  or  affect  the  validity  of  an  amendment  under  this
Section 10.03.

SECTION 10.04  Compliance with TIA.

          Every amendment, waiver or supplement of this Indenture
or the Senior Subordinated Notes shall comply with the TIA.

SECTION 10.05  Revocation and Effect of Consents.

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

          The  Company may, but shall not be obligated to, fix  a
record  date for the purpose of determining the Holders  entitled
to  consent to any amendment, supplement or waiver.  If a  record
date  is  fixed,  then notwithstanding the last sentence  of  the
immediately  preceding paragraph, those Persons who were  Holders
at  such record date (or their duly designated proxies), and only
those Persons, shall be entitled to revoke any consent previously
given,  whether or not such Persons continue to be Holders  after
such  record  date.  No such consent shall be valid or  effective
for more than 90 days after such record date.

          After   an  amendment,  supplement  or  waiver  becomes
effective, it shall bind every Securityholder, unless it makes  a
change   described  in  any  of  clauses  (a)  through   (l)   of
Section 10.02, in which case, the amendment, supplement or waiver
shall bind only each Holder of a Senior Subordinated Note who has
consented  to  it,  and  every  subsequent  Holder  of  a  Senior
Subordinated Note or portion of a Senior Subordinated  Note  that
evidences  the  same  debt  as  the  consenting  Holder's  Senior
Subordinated Note; provided that any such waiver shall not impair
or affect the right of any Holder to receive payment of principal
of  and  interest on a Senior Subordinated Note, on or after  the
respective due dates expressed in such Senior Subordinated  Note,
or  to  bring suit for the enforcement of any such payment on  or
after such respective dates without the consent of such Holder.

SECTION  10.06   Notation on or Exchange of  Senior  Subordinated
Notes.

          If an amendment, supplement or waiver changes the terms
of a Senior Subordinated Note, the Trustee may require the Holder
of  the  Senior Subordinated Note to deliver it to  the  Trustee.
The  Trustee  may  place an appropriate notation  on  the  Senior
Subordinated Note about the changed terms and return  it  to  the
Holder.   Alternatively,  if  the  Company  or  the  Trustee   so
determines,  the Company in exchange for the Senior  Subordinated
Note  shall issue and the Trustee shall authenticate a new Senior
Subordinated  Note  that reflects the changed  terms.   Any  such
notation  or exchange shall be made at the sole cost and  expense
of the Company.

SECTION 10.07  Trustee to Sign Supplemental Indentures.

          The  Trustee  shall  sign  any  supplemental  Indenture
authorized  pursuant  to this Article Ten  if  the  amendment  or
supplement   does  not  adversely  affect  the  rights,   duties,
liabilities or immunities of the Trustee. Neither the Company nor
a  Guarantor may sign a supplemental Indenture until the Board of
Directors   of   such  Person  approves  it.  In  executing   any
supplemental indenture, the Trustee shall be entitled to  receive
indemnity  reasonably  satisfactory to  it  and  to  receive  and
(subject  to  Section 7.01) shall be fully protected  in  relying
upon,  in addition to the documents required by Section 10.01  or
10.02, an Officers' Certificate and an Opinion of Counsel stating
that:

          (a)   such  supplemental  indenture  is  authorized  or
permitted by this Indenture and that all conditions precedent  to
the  execution,  delivery and performance  of  such  supplemental
indenture have been satisfied;

          (b)   the Company and the Guarantors have all necessary
corporate  power  and  authority  to  execute  and  deliver   the
supplemental  indenture  and  that the  execution,  delivery  and
performance  of  such  supplemental  indenture  has   been   duly
authorized  by all necessary corporate action of the Company  and
the Guarantors;

          (c)   the  execution, delivery and performance  of  the
supplemental  indenture do not conflict with, or  result  in  the
breach  of  or  constitute  a default under  any  of  the  terms,
conditions or provisions of (i) this Indenture, (ii) the  charter
documents and by-laws of the Company or any Guarantor,  or  (iii)
any  material agreement or instrument to which the Company or any
Guarantor is subject and of which such counsel is aware;

          (d)   to  the  knowledge of legal counsel writing  such
Opinion  of  Counsel, the execution, delivery and performance  of
the supplemental indenture do not conflict with, or result in the
breach  of any of the terms, conditions or provisions of (i)  any
law or regulation applicable to the Company or any Guarantor,  or
(ii)  any material order, writ, injunction or decree of any court
or  governmental instrumentality applicable to the Company or any
Guarantor;

          (e)   such  supplemental indenture has  been  duly  and
validly executed and delivered by the Company and the Guarantors,
and  this  Indenture  together with such  supplemental  indenture
constitutes a legal, valid and binding obligations of the Company
and  the  Guarantors  enforceable against  the  Company  and  the
Guarantors,  as applicable, in accordance with its terms,  except
as  such  enforceability may be limited by applicable bankruptcy,
insolvency,  reorganization, fraudulent conveyance  or  transfer,
moratorium   or   similar  laws  affecting  the  enforcement   of
creditors'  rights  generally  and general  equitable  principles
(whether considered in a proceeding at law or in equity); and

          (f)   this  Indenture together with such  amendment  or
supplement complies with the TIA.

                         ARTICLE ELEVEN
                   MEETINGS OF SECURITYHOLDERS

SECTION 11.01  Purposes for Which Meetings May Be Called.

          A  meeting of Securityholders may be called at any time
and  from time to time pursuant to the provisions of this Article
Eleven for any of the following purposes:

          (a)  to give any notice to the Company or to the Trustee, or to
give any directions to the Trustee, or to waive or to consent  to
the  waiving of any Default or Event of Default hereunder and its
consequences, or to take any other action authorized to be  taken
by  Securityholders pursuant to any of the provisions of  Article
Six;

          (b)  to remove the Trustee or appoint a successor Trustee
pursuant to the provisions of Article Seven;

          (c)  to consent to an amendment, supplement or waiver pursuant to
the provisions of Section 10.02; or

          (d)  to take any other action (i) authorized to be taken by or on
behalf of the Holders of any specified aggregate principal amount
of  the  Senior Subordinated Notes under any other  provision  of
this  Indenture, or authorized or permitted by law or (ii)  which
the Trustee deems necessary or appropriate in connection with the
administration of this Indenture.

SECTION 11.02  Manner of Calling Meetings.

          The  Trustee  may  at  any  time  call  a  meeting   of
Securityholders to take any action specified in Section 11.01, to
be  held at such time and at such place in The City of New  York,
New York or elsewhere as the Trustee shall determine.  Notice  of
every  meeting  of Securityholders, setting forth  the  time  and
place of such meeting and in general terms the action proposed to
be  taken at such meeting, shall be mailed by the Trustee, first-
class postage prepaid, to the Company and to the Holders at their
last addresses as they shall appear on the registration books  of
the Registrar not less than 10 nor more than 60 days prior to the
date fixed for a meeting.

          Any  meeting of Securityholders shall be valid  without
notice  if  the  Holders  of all Senior Subordinated  Notes  then
outstanding  are present in person or by proxy, or if  notice  is
waived  before or after the meeting by the Holders of all  Senior
Subordinated   Notes  outstanding,  and  if  the   Company,   the
Guarantors  and the Trustee are either present by duly authorized
representatives  or  have, before or after  the  meeting,  waived
notice.

SECTION 11.03  Call of Meetings by the Company or Holders.

          In  case  at any time the Company, pursuant to a  Board
Resolution,  or  the Holders of not less than  10%  in  aggregate
principal   amount   of  the  Senior  Subordinated   Notes   then
outstanding shall have requested the Trustee to call a meeting of
Securityholders to take any action specified in Section 11.01, by
written  request  setting forth in reasonable detail  the  action
proposed  to be taken at the meeting, and the Trustee  shall  not
have  mailed  the  notice of such meeting within  20  days  after
receipt  of  such  request, then the Company or  the  Holders  of
Senior  Subordinated  Notes  in the amount  above  specified  may
determine the time and place in The City of New York, New York or
elsewhere  for  such meeting and may call such  meeting  for  the
purpose of taking such action, by mailing or causing to be mailed
notice thereof as provided in Section 11.02.

SECTION 11.04  Who May Attend and Vote at Meetings.

          To   be   entitled   to   vote  at   any   meeting   of
Securityholders, a Person shall (a) be a registered Holder of one
or  more  Senior Subordinated Notes, or (b) be a Person appointed
by an instrument in writing as proxy for the registered Holder or
Holders of Senior Subordinated Notes.  The only Persons who shall
be  entitled  to  be  present  or to  speak  at  any  meeting  of
Securityholders  shall be the Persons entitled to  vote  at  such
meeting  and their counsel and any representatives of the Trustee
and  its  counsel  and any representatives of  the  Company,  the
Guarantors and their respective counsel.

SECTION 11.05  Regulations May Be Made by Trustee; Conduct of the
               Meeting; Voting Rights; Adjournment.

          Notwithstanding any other provision of this  Indenture,
the  Trustee may make such reasonable regulations as it may  deem
advisable for any action by or any meeting of Securityholders, in
regard  to proof of the holding of Senior Subordinated Notes  and
of  the  appointment of proxies, and in regard to the appointment
and duties of inspectors of votes, and submission and examination
of proxies, certificates and other evidence of the right to vote,
and  such other matters concerning the conduct of the meeting  as
it  shall  think appropriate.  Such regulations may fix a  record
date  and  time for determining the Holders of record  of  Senior
Subordinated  Notes entitled to vote at such  meeting,  in  which
case  those  and  only those Persons who are  Holders  of  Senior
Subordinated Notes at the record date and time so fixed, or their
proxies, shall be entitled to vote at such meeting whether or not
they shall be such Holders at the time of the meeting.

          The Trustee shall, by an instrument in writing, appoint
a  temporary  chairman of the meeting, unless the  meeting  shall
have been called by the Company or by Securityholders as provided
in   Section   11.03,   in  which  case  the   Company   or   the
Securityholders calling the meeting, as the case may be, shall in
like  manner appoint a temporary chairman.  A permanent  chairman
and a permanent secretary of the meeting shall be elected by vote
of  the  Holders of a majority in principal amount of the  Senior
Subordinated  Notes represented at the meeting  and  entitled  to
vote.

          At  any  meeting each Securityholder or proxy shall  be
entitled  to one vote for each $1,000 principal amount of  Senior
Subordinated Notes held or represented by him; provided, however,
that  no  vote shall be cast or counted at any meeting in respect
of  any  Senior Subordinated Notes challenged as not  outstanding
and  ruled  by the chairman of the meeting to be not outstanding.
The  chairman  may adjourn any such meeting if he  is  unable  to
determine whether any Holder or proxy shall be entitled  to  vote
at such meeting.  The chairman of the meeting shall have no right
to vote other than by virtue of Senior Subordinated Notes held by
him  or instruments in writing as aforesaid duly designating  him
as  the  proxy  to vote on behalf of other Securityholders.   Any
meeting of Securityholders duly called pursuant to the provisions
of  Section 11.02 or Section 11.03 may be adjourned from time  to
time  by vote of the Holders of a majority in aggregate principal
amount  of  the  Senior  Subordinated Notes  represented  at  the
meeting and entitled to vote, and the meeting may be held  as  so
adjourned without further notice.

SECTION 11.06  Voting at the Meeting and Record to Be Kept.

          The  vote upon any resolution submitted to any  meeting
of  Securityholders shall be by written ballots on which shall be
subscribed  the signatures of the Holders of Senior  Subordinated
Notes  or  of  their representatives by proxy and  the  principal
amount of the Senior Subordinated Notes voted by the ballot.  The
permanent chairman of the meeting shall appoint two inspectors of
votes,  who  cast  proxies  at the meeting  for  or  against  any
resolution and who shall make and file with the secretary of  the
meeting their verified written reports in duplicate of all  votes
cast at the meeting.  A record in duplicate of the proceedings of
each  meeting  of  the Securityholders shall be prepared  by  the
secretary  of  the  meeting and there shall be attached  to  such
record  the  original reports of the inspectors of votes  on  any
vote  by  ballot  taken thereat and affidavits  by  one  or  more
Persons  having knowledge of the facts, setting forth a  copy  of
the notice of the meeting and showing that such notice was mailed
as  provided in Section 11.02 or published as provided in Section
11.03.  The record shall be signed and verified by the affidavits
of  the  permanent chairman and the secretary of the meeting  and
one  of the duplicates shall be delivered to the Company and  the
other  to the Trustee to be preserved by the Trustee, the  latter
to have attached thereto the ballots voted at the meeting.

          Any  record  so signed and verified shall be conclusive
evidence of the matters therein stated.

SECTION 11.07  Exercise  of  Rights of Trustee or Securityholders
               May Not Be Hindered or Delayed by Call of Meeting.

          Nothing  contained  in  this Article  Eleven  shall  be
deemed or construed to authorize or permit, by reason of any call
of  a  meeting  of  Securityholders or any  rights  expressly  or
impliedly conferred hereunder to make such call, any hindrance or
delay  in the exercise of any right or rights conferred  upon  or
reserved  to the Trustee or to the Securityholders under  any  of
the  provisions  of this Indenture or of the Senior  Subordinated
Notes.

                         ARTICLE TWELVE
             GUARANTEE OF SENIOR SUBORDINATED NOTES

SECTION 12.01  Unconditional Guarantee.

          (a)  Each Guarantor hereby unconditionally, jointly and
severally,  guarantees as a primary obligor and not as  a  surety
(such  guarantee to be referred to herein as the "Guarantee")  to
each  Holder  of  a  Senior Subordinated Note  authenticated  and
delivered  by  the Trustee and to the Trustee and its  successors
and assigns, the Senior Subordinated Notes and the obligations of
the  Company  hereunder or thereunder, including  that:  (i)  the
principal  of  and premium, if any, and interest  on  the  Senior
Subordinated  Notes  will be promptly  paid  in  full  when  due,
subject  to any applicable grace period, whether at maturity,  by
acceleration or otherwise and interest on the overdue  principal,
if any, and interest on any interest to the extent lawful, of the
Senior  Subordinated  Notes  and all  other  obligations  of  the
Company  to  the Holders or the Trustee hereunder  or  thereunder
(including, without limitation, all redemption obligations  under
Section  3.07  and all purchase obligations under  Section  4.18)
will be promptly paid in full or performed all in accordance with
the  terms  hereof and thereof; and (ii) in case of any extension
of time of payment or renewal of any Senior Subordinated Notes or
of  any such other obligations, the same will be promptly paid in
full  when due or performed in accordance with the terms  of  the
extension  or  renewal, subject to any applicable  grace  period,
whether   at  stated  maturity,  by  acceleration  or  otherwise,
subject, however, to the limitations set forth in Section  12.05.
Each Guarantor hereby agrees that its obligations hereunder shall
be  unconditional,  irrespective of the validity,  regularity  or
enforceability  of  the  Senior  Subordinated   Notes   or   this
Indenture,  the absence of any action to enforce  the  same,  any
waiver or consent by any Holder of the Senior Subordinated  Notes
with respect to any provisions hereof or thereof, the recovery of
any  judgment against the Company, any action to enforce the same
or  any  other  circumstance which might otherwise  constitute  a
legal  or  equitable discharge or defense of a  guarantor.   Each
Guarantor   hereby  waives  diligence,  presentment,  demand   of
payment, filing of claims with a court in the event of insolvency
or  bankruptcy of the Company, any right to require a  proceeding
first  against  the  Company, protest,  notice  and  all  demands
whatsoever  and  covenants  that  this  Guarantee  will  not   be
discharged  except  by complete performance  of  the  obligations
contained  in  the Senior Subordinated Notes, this Indenture  and
this Guarantee.  If any Securityholder or the Trustee is required
by  any  court  or  otherwise to return to  the  Company  or  any
Guarantor or any custodian, trustee, liquidator or other  similar
official acting in relation to the Company or any Guarantor,  any
amount  paid  by the Company or any Guarantor to the  Trustee  or
such  Securityholder, this Guarantee, to the  extent  theretofore
discharged,  shall be reinstated in full force and effect.   Each
Guarantor further agrees that, as between each Guarantor, on  the
one hand, and the Holders and the Trustee, on the other hand, (x)
the  maturity  of  the  obligations  guaranteed  hereby  may   be
accelerated as provided in Article Six for the purposes  of  this
Guarantee,   notwithstanding  any  stay,  injunction   or   other
prohibition  preventing  such  acceleration  in  respect  of  the
obligations  guaranteed  hereby, and (y)  in  the  event  of  any
acceleration of such obligations as provided in Article Six, such
obligations  (whether  or  not due and payable)  shall  forthwith
become due and payable by each Guarantor for the purpose of  this
Guarantee.

          (b)  Each Guarantor further agrees that its Guarantee herein
constitutes  a  guarantee of payment, performance and  compliance
when due (and not a guarantee of collection) and waives any right
to  require that any resort be had by any Securityholder  or  the
Trustee held for payment of the Guarantees.

          (c)  Each Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred  by  the
Trustee or any Securityholder in enforcing any rights under  this
Article Twelve.

SECTION 12.02  Seniority of Guarantee.

          The  obligations of each Guarantor to  the  Holders  of
Senior  Subordinated  Notes and to the Trustee  pursuant  to  the
Guarantee  and this Indenture are, subject to Article  Eight  and
Section  12.09,  expressly senior unsecured obligations  of  such
Guarantor.

SECTION 12.03  Severability.

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

SECTION 12.04  Release of a Guarantor.

          If no Default or Event of Default exists or would exist
under this Indenture upon the sale or disposition (or the sale or
disposition of substantially all of the assets) of a Guarantor to
a  Person which is not a Subsidiary of the Company, which sale or
disposition  is otherwise in compliance with the  terms  of  this
Indenture,  including,  without limitation,  Section  4.18,  such
Guarantor shall be deemed released from all its obligations under
this  Article Twelve and its Guarantee without any further action
required  on the part of the Trustee or any Holder.  The  Trustee
shall  deliver an appropriate instrument evidencing such  release
upon  receipt  of  a  request by the Company  accompanied  by  an
Opinion of Counsel and an Officers' Certificate certifying as  to
the  compliance  with this Section 12.04.  Any Guarantor  not  so
released remains liable for the full amount of principal  of  and
premium,  if  any, and interest on the Senior Subordinated  Notes
and other obligations as provided in this Article Twelve.

SECTION 12.05  Limitation of Guarantor's Liability.

          Each Guarantor and by its acceptance hereof each Holder
confirms  that it is the intention of all such parties  that  the
guarantee  by  such  Guarantor  pursuant  to  its  Guarantee  not
constitute  a fraudulent transfer or conveyance for  purposes  of
the  Bankruptcy Law, the Uniform Fraudulent Conveyance  Act,  the
Uniform  Fraudulent Transfer Act or any similar federal or  state
law.  To effectuate the foregoing intention, the Holders and each
Guarantor hereby irrevocably agree that the obligations  of  such
Guarantor  under the Guarantee shall be limited  to  the  maximum
amount  as will, after giving effect to all other contingent  and
fixed  liabilities of such Guarantor and after giving  effect  to
any  collections  from or payments made by or on  behalf  of  any
other  Guarantor  in  respect of the obligations  of  such  other
Guarantor  under  its  Guarantee or pursuant  to  Section  12.07,
result  in  the obligations of such Guarantor under the Guarantee
not   constituting  such  fraudulent  conveyance  or   fraudulent
transfer  under  any applicable Bankruptcy Law or  not  otherwise
being  void,  voidable  or  unenforceable  under  any  applicable
Bankruptcy Law.

SECTION  12.06   Guarantors  May Consolidate,  etc.,  on  Certain
Terms.

          (a)  Nothing contained in this Indenture or in any of the Senior
Subordinated Notes shall prevent any consolidation or merger of a
Guarantor  with or into the Company or another Person that  is  a
Guarantor  as  of  the Issue Date or shall prevent  any  sale  or
conveyance  of  the  property of a Guarantor as  an  entirety  or
substantially  as an entirety, to the Company or  another  Person
that is a Guarantor as of the Issue Date.

          (b)  Except as set forth in Articles Four and Five hereof,
nothing  contained  in this Indenture or in  any  of  the  Senior
Subordinated Notes shall prevent any consolidation or merger of a
Guarantor  with or into a corporation or corporations other  than
the Company or another Person that is a Guarantor as of the Issue
Date  (whether  or  not  affiliated  with  such  Guarantor),   or
successive consolidations or mergers in which a Guarantor or  its
successor  or  successors shall be a party or parties,  or  shall
prevent any sale or conveyance of the property of a Guarantor  as
an  entirety  or substantially as an entirety, to  a  corporation
other  than the Company or another Person that is a Guarantor  as
of   the  Issue  Date  (whether  or  not  affiliated  with   such
Guarantor);  provided, however, that, subject to  Sections  12.04
and 12.06(a), (i) such transaction does not violate any covenants
set  forth  in  Articles Four and Five hereof,  (ii)  immediately
after such transaction, and giving effect thereto, no Default  or
Event  of  Default  shall  have occurred  as  a  result  of  such
transaction and be continuing, (iii) upon any such consolidation,
merger,  sale  or  conveyance, the Guarantee set  forth  in  this
Article  Twelve,  and  the  due  and  punctual  performance   and
observance  of  all  of  the covenants  and  conditions  of  this
Indenture  to be performed by such Guarantor, shall be  expressly
assumed  (in  the event that the Guarantor is not  the  surviving
corporation   in   the   merger),   by   supplemental   indenture
satisfactory  in form to the Trustee, executed and  delivered  to
the  Trustee, by the Person formed by such consolidation, or into
which  the  Guarantor shall have merged, or by  the  Person  that
shall  have  acquired such property, and (iv) the  Company  shall
have  delivered  to the Trustee an officers' Certificate  and  an
Opinion of Counsel, each stating that such consolidation, merger,
sale or conveyance and such indenture comply with this Indenture,
that the Person formed by or surviving such transaction agrees to
be  bound  hereby,  and  that  all  conditions  precedent  herein
provided to such transaction have been satisfied.  In the 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 due and punctual performance of  all  of  the
covenants and conditions of this Indenture to be performed by the
Guarantor,  such  successor  Person  shall  succeed  to  and   be
substituted for the Guarantor with the same effect as if  it  had
been named herein as a Guarantor.

SECTION 12.07  Contribution.

          In order to provide for just and equitable contribution
among the Guarantors, the Guarantors agree, inter se, that in the
event  any  payment or distribution is made by any  Guarantor  (a
"Funding  Guarantor") under the Guarantee, such Funding Guarantor
shall be entitled to a contribution from all other Guarantors  in
a  pro  rata  amount  based on the Adjusted Net  Assets  of  each
Guarantor  (including the Funding Guarantor)  for  all  payments,
damages  and  expenses  incurred by  that  Funding  Guarantor  in
discharging the Company's obligations with respect to the  Senior
Subordinated  Notes  or  any other Guarantor's  obligations  with
respect to the Guarantee.

SECTION 12.08  Waiver of Subrogation.

          Each  Guarantor hereby irrevocably waives any claim  or
other  rights which it may now or hereafter acquire  against  the
Company  that  arise from the existence, payment, performance  or
enforcement  of such Guarantor's obligations under the  Guarantee
and  this Indenture, including, without limitation, any right  of
subrogation, reimbursement, exoneration, indemnification, and any
right  to  participate in any claim or remedy of  any  Holder  of
Senior  Subordinated Notes against the Company,  whether  or  not
such  claim, remedy or right arises in equity, or under contract,
statute  or common law, including, without limitation, the  right
to  take or receive from the Company, directly or indirectly,  in
cash  or  other  property or by set-off or in any  other  manner,
payment or security on account of such claim or other rights.  If
any  amount  shall be paid to any Guarantor in violation  of  the
preceding  sentence and the Senior Subordinated Notes  shall  not
have  been  paid in full, such amount shall have been  deemed  to
have been paid to such Guarantor for the benefit of, and held  in
trust  for the benefit of, the Holders of the Senior Subordinated
Notes, and shall forthwith be paid to the Trustee for the benefit
of  such  Holders  to  be credited and applied  upon  the  Senior
Subordinated  Notes, whether matured or unmatured, in  accordance
with  the  terms of this Indenture.  Each Guarantor  acknowledges
that  it  will  receive  direct and indirect  benefits  from  the
financing  arrangements contemplated by this Indenture  and  that
the  waiver set forth in this Section 12.08 is knowingly made  in
contemplation of such benefits.

SECTION 12.09  Subordination of Guarantee.

          Each Guarantor covenants and agrees, and each Holder of
a  Senior  Subordinated Note, by his acceptance thereof, likewise
covenants  and agrees that the Guarantee in Section 12.01  hereof
is  hereby  expressly made subordinate and subject  in  right  of
payment  to  the  prior payment in full of all  Guarantor  Senior
Indebtedness  of such Guarantor, in the same manner  and  to  the
same extent as the Senior Subordinated Notes are subordinated  to
Senior  Indebtedness pursuant to Article Eight hereof;  provided,
however, that, subject to Section 4.24 above, the Indebtedness of
each  Guarantor  represented by the Guarantee  in  Section  12.01
shall  in  all  respects rank prior to all  existing  and  future
Indebtedness of such Guarantor that is expressly subordinated  to
Guarantor Senior Indebtedness.

SECTION 12.10  Execution of Guarantee.

          To   evidence  the  Guarantee  to  the  Securityholders
specified  in  Section  12.01, the  Guarantors  hereby  agree  to
execute  the notation of guarantee in substantially the  form  of
Exhibit A recited to be endorsed on each Senior Subordinated Note
ordered  to be authenticated and delivered by the Trustee.   Each
Guarantor  hereby agrees that its Guarantee set forth in  Section
12.01  shall remain in full force and effect notwithstanding  any
failure to endorse on each Senior Subordinated Note a notation of
such  Guarantee.  Each such notation of guarantee shall be signed
on behalf of each Guarantor by two Officers, or an Officer and an
Assistant Secretary or one Officer shall sign and one Officer  or
an  Assistant Secretary (each of whom shall, in each  case,  have
been  duly  authorized by all requisite corporate actions)  shall
attest  to such notation of guarantee prior to the authentication
of  the Senior Subordinated Note on which it is endorsed, and the
delivery  of  such  Senior  Subordinated  Note  on  which  it  is
endorsed,  and the delivery of such Senior Subordinated  Note  by
the  Trustee,  after the authentication thereof hereunder,  shall
constitute due delivery of such notation of guarantee  on  behalf
of   such  Guarantor.   Such  signatures  upon  the  notation  of
guarantee  may  be  by  manual  or facsimile  signature  of  such
officers  and  may  be imprinted or otherwise reproduced  on  the
notation  of  guarantee, and in case any such officer  who  shall
have  signed  the notation of guarantee shall cease  to  be  such
officer  before  the  Senior  Subordinated  Note  on  which  such
notation  of  guarantee is endorsed shall have been authenticated
and  delivered by the Trustee or disposed of by the Company, such
Senior  Subordinated Note nevertheless may be  authenticated  and
delivered  or  disposed of as though the Person  who  signed  the
notation  of guarantee had not ceased to be such officer  of  the
Guarantor.

SECTION 12.11  Guarantee Unconditional, Etc.

          Upon  failure  of  payment when due of any  obligations
covered by the Guarantee for whatever reason, each Guarantor will
be  obligated to pay the same immediately.  Each Guarantor hereby
agrees  that  its  obligations  hereunder  shall  be  continuing,
absolute and unconditional, irrespective of: the recovery of  any
judgment  against  the Company or any Guarantor;  any  extension,
renewal, settlement, compromise, waiver or release in respect  of
any  obligation of the Company under this Indenture or any Senior
Subordinated  Note,  by  operation  of  law  or  otherwise;   any
modification  or amendment of or supplement to this Indenture  or
any  Senior  Subordinated  Note;  any  change  in  the  corporate
existence,  structure  or  ownership  of  the  Company   or   any
Guarantor, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting the Company or any Guarantor or  any
of  their  assets  or any resulting release or discharge  of  any
obligation  of  the  Company or any Guarantor contained  in  this
Indenture or any Senior Subordinated Note; the existence  of  any
claim,  set-off or other rights which any Guarantor may  have  at
any  time  against the Company, any Guarantor, the  Trustee,  any
Securityholder  or  any  other  Person,  whether  in   connection
herewith  or  any unrelated transactions, provided, that  nothing
herein  shall prevent the assertion of any such claim by separate
suit    or    compulsory   counterclaim;   any   invalidity    or
unenforceability  relating  to or against  the  Company  for  any
reason of this Indenture or any Senior Subordinated Note, or  any
provision of applicable law or regulation purporting to  prohibit
the payment by the Company of the principal, premium, if any,  or
interest  or any Senior Subordinated Note or any other Guarantee;
or  any other act or omission to act or delay of any kind by  the
Company or any Guarantor, the Trustee, any Securityholder or  any
other  Person  or any other circumstance whatsoever which  might,
but  for the provisions of this paragraph, constitute a legal  or
equitable  discharge  of  the Guarantors' obligations  hereunder.
Each Guarantor's obligations hereunder shall remain in full force
and  effect  until this Indenture shall have terminated  and  the
principal  of and interest on the Senior Subordinated  Notes  and
all  other  Guarantees shall have been paid in full.  If  at  any
time  any  payment of the principal of or interest on any  Senior
Subordinated  Notes  or  any  other payment  in  respect  of  any
Guarantees is rescinded or must be otherwise restored or returned
upon  the insolvency, bankruptcy or reorganization of the Company
or otherwise, each Guarantor's obligations hereunder with respect
to  such  payment shall be reinstated as though such payment  had
been  due but not made at such time, and this Article Twelve,  to
the  extent theretofore discharged, shall be reinstated  in  full
force and effect.  Each Guarantor irrevocably waives any and  all
rights  to  which  it  may be entitled, by operation  of  law  or
otherwise, upon making any payment hereunder to be subrogated  to
the  rights of the payee against the Company with respect to such
payment  or otherwise to be reimbursed, indemnified or exonerated
by the Company in respect thereof.

SECTION 12.12  Additional Guarantors.

          Any Person that was not a Guarantor on the date of this
Indenture  may become a Guarantor by executing and delivering  to
the  Trustee  (a) a supplemental indenture in form and  substance
satisfactory  to the Trustee, which subjects such Person  to  the
provisions of this Indenture as a Guarantor and (b) an Opinion of
Counsel  to the effect that such supplemental indenture has  been
duly  authorized  and  executed by  such  Person  and  that  such
supplemental  indenture, and this Indenture as  so  supplemented,
each  constitutes  the  legal,  valid,  binding  and  enforceable
obligation  of such Person (subject to such customary  exceptions
concerning creditors' rights and equitable principles as  may  be
acceptable  to the Trustee in its discretion).  The Guarantee  of
each  Person described in this Section 12.12 shall apply  to  all
Senior Subordinated Notes theretofore or thereafter executed  and
delivered,   notwithstanding   any   failure   of   such   Senior
Subordinated  Notes  to  contain a  notation  of  such  Guarantee
thereon.

SECTION 12.13  Waiver of Stay, Extension or Usury Laws.

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

                        ARTICLE THIRTEEN
                          MISCELLANEOUS

SECTION 13.01  TIA Controls.

          If  any  provision of this Indenture limits, qualifies,
or  conflicts  with  the  duties  imposed  by,  or  with  another
provision   included   in  this  Indenture   by   operation   of,
Sections 3.10 to 3.18, inclusive of the TIA, such imposed  duties
or  incorporated  provision shall control.  If any  provision  of
this Indenture modifies or excludes any provision of the TIA that
can  be  so modified or excluded, the latter provision  shall  be
deemed to apply to this Indenture as so modified or excluded,  as
the case may be.

SECTION 13.02  Notices.

          Except  as  otherwise  expressly provided  herein,  all
notices,  requests and demands to or upon the respective  parties
hereto to be effective shall be in writing (including by telecopy
or  telex), and shall be deemed to have been duly given  or  made
when  delivered by hand, or five days  after being  deposited  in
the United States mail, postage prepaid, or, in the case of telex
notice,  when  sent, answer-back received,  or  in  the  case  of
telecopy  notice,  when  sent, or in the  case  of  a  nationally
recognized  overnight  courier service, one  business  day  after
deposit   with  such  nationally  recognized  overnight   courier
service, to the address set forth below or to such other  address
as  may  be  designated by any party in a written notice  to  the
other parties hereto:

          IF TO THE COMPANY OR GUARANTORS:

               TRISM, Inc.
               4174 Jiles Road
               Kennesaw, Georgia  30144
               Attention:  James G. Overley
               Facsimile:  (770) 795-4619

          WITH,  IN THE CASE OF ANY NOTICE UNDER ARTICLE  SIX,  A
          COPY TO:

               Proskauer Rose LLP
               1585 Broadway
               New York, New York  10036
               Attention:  Alan B. Hyman, Esq.
               Facsimile:  (212) 969-2900

          IF TO THE TRUSTEE:

               U.S. Bank Trust National Association
               U.S. Bank Trust Center
               180 East 5th Street
               St. Paul, Minnesota  55101
               Attention:  Rick Prokosch
               Facsimile: (651) 244-0089

          Any notice or communication shall also be so mailed  to
any  Person  described  in TIA Section  3.13(c),  to  the  extent
required by the TIA.  Failure to mail notice or communication  to
a  Holder  or  any defect in it shall not effect its sufficiently
with respect to other Holders.

SECTION 13.03  Communications by Holders with Other Holders.

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

SECTION   13.04    Certificate  and  Opinion  as  to   Conditions
Precedent.

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

          (a)   an  Officers' Certificate in form  and  substance
reasonably  satisfactory to the Trustee (which shall include  the
statements  set forth in Section 13.05 hereof) stating  that,  in
the   opinion  of  the  signers,  all  conditions  precedent  and
covenants, if any, provided for in this Indenture relating to the
proposed action have been satisfied; and

          (b)   an  Opinion  of  Counsel in  form  and  substance
reasonably  satisfactory to the Trustee (which shall include  the
statements  set forth in Section 13.05 hereof) stating  that,  in
the  opinion  of such counsel, all such conditions precedent  and
covenants have been satisfied.

          In  any case where several matters are required  to  be
certified by, or covered by an opinion of, any specified  Person,
it  is  not necessary that all such matters be certified  by,  or
covered by the opinion of, only one such Person, or that they  be
so certified or covered by only one document, but one such Person
may  certify or give an opinion with respect to some matters  and
one or more such Persons as to other matters, and any such Person
may  certify  or  give an opinion as to such matters  in  one  or
several documents.

          Any certificate or opinion of an officer of the Company
or  any  Guarantor may be based, insofar as it relates  to  legal
matters, upon a certificate or opinion of, or representations by,
counsel,  unless  such  officer knows,  or  in  the  exercise  of
reasonable  care should know, that the certificate or opinion  or
representations  with  respect to  the  matters  upon  which  his
certificate  or  opinion  is  based  are  erroneous.   Any   such
certificate  or opinion of counsel may be based,  and  may  state
that  it  is so based, insofar as it relates to factual  matters,
upon  a  certificate  or  opinion of, or representations  by,  an
officer or officers of the Company or such Guarantor stating that
the  information with respect to such factual matters is  in  the
possession of the Company or such Guarantor, unless such  counsel
knows,  or  in the exercise of reasonable care should know,  that
the  certificate  of opinion or representations with  respect  to
such matters are erroneous.

          Where  any Person is required to make, give or  execute
two  or  more  applications,  requests,  consents,  certificates,
statements,  opinions or other instruments under this  Indenture,
they may, but need not, be consolidated and form one instrument.

SECTION 13.05  Statements Required in a 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   314(a)(4))
shall  comply  with  the  provisions of  TIA   314(e)  and  shall
include:

          (a)    a   statement  that  the  Persons  making   such
certificate or opinion have read such covenant or condition;

          (b)   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;

          (c)   a statement that, in the opinion of such Persons,
they  have made such examination or investigation as is necessary
to  enable  them to express an informed opinion as to whether  or
not such covenant or condition has been satisfied; and

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

SECTION 13.06  Acts of Holders.

          (a)   Any  request,  demand, authorization,  direction,
notice,  consent,  waiver  or  other  action  provided  by   this
Indenture  to  be  given  or taken by a specified  percentage  of
Holders  may  be  embodied  in  and  evidenced  by  one  or  more
instruments  of  substantially  similar  tenor  signed  by   such
specified  percentage  of Holders in person  or  by  agents  duly
appointed  in writing; and, except as herein otherwise  expressly
provided, such action shall become effective when such instrument
or  instruments  are received by the Trustee  and,  where  it  is
hereby  expressly  required, by the Company and  the  Guarantors.
Such  instrument or instruments (and the action embodied  therein
and  evidenced thereby) are herein sometimes referred to  as  the
"Act"  of  the  Holders signing such instrument  or  instruments.
Proof  of  execution  of  any such instrument  or  of  a  writing
appointing any such agent shall be sufficient for any purpose  of
this Indenture and (subject to Sections 7.01 and 7.02) conclusive
in  favor of the Trustee, the Company and the Guarantors, if made
in the manner provided in this Section 13.06(a).

          (b)   The fact and date of the execution by any  Person
of  any such instrument or writing may be proved by the affidavit
of  a  witness of such execution or by a certificate of a  notary
public or other officer authorized by law to take acknowledgments
of  deeds, certifying that the individual signing such instrument
or  writing acknowledged to him the execution thereof. Where such
execution  is  by a signer acting in a capacity  other  than  his
individual  capacity,  such certificate or affidavit  shall  also
constitute  sufficient proof of authority. The fact and  date  of
the execution of any such instrument or writing, or the authority
of the Person executing the same, may also be proved in any other
manner   which  the  Trustee  deems  sufficient,  including   the
execution of such instrument or writing without more.

          (c)  The ownership, principal amount and serial numbers
of  Senior Subordinated Notes held by any Person, and the date of
holding   the   same,  shall  be  proved  by  the   most   recent
securityholder  list  made available to the Trustee  pursuant  to
Section 2.05.

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

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

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

SECTION 13.07  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;  provided that no such rule shall  conflict  with  the
terms of this Indenture or the TIA.

SECTION 13.08  Legal Holidays.

          A  "Legal  Holiday" used with respect to  a  particular
place  of  payment  is a Saturday, a Sunday or  a  day  on  which
banking  institutions in New York, New York, are not required  to
be  open.   If  a payment date is a Legal Holiday at such  place,
payment may be made at such place on the next succeeding day that
is  not  a  Legal Holiday, and no interest shall accrue  for  the
intervening period.

SECTION 13.09  Governing Law.

          THIS  INDENTURE AND THE SENIOR SUBORDINATED NOTES SHALL
BE  GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF  THE
STATE  OF  NEW  YORK, AS APPLIED TO CONTRACTS MADE AND  PERFORMED
WITHIN  THE  STATE OF NEW YORK, WITHOUT REGARD TO  PRINCIPLES  OF
CONFLICTS OF LAW.

SECTION  13.10   Agent for Service; Submission  to  Jurisdiction;
Waiver of Immunities.

          By  the execution and delivery of this Indenture or any
amendment  or  supplement hereto, each of  the  Company  and  the
Guarantors  (i)  acknowledges that it has,  by  separate  written
instrument,  designated and appointed CT Corporation System  (the
"Process  Agent") currently located at 1633 Broadway,  New  York,
New York 10019, as its authorized agent upon which process may be
served in any suit, action or proceeding with respect to, arising
out  of, or relating to, this Indenture, the Guarantees,  or  the
Senior Subordinated Notes or brought under U.S. federal or  state
securities  laws,  which  suit,  action  or  proceeding  may   be
instituted in any U.S. federal or state court located in The City
of  New  York, New York, and acknowledges that the Process  Agent
has  accepted such designation, (ii) irrevocably submits  to  the
jurisdiction  of  any  such court in any  such  suit,  action  or
proceeding and irrevocably waives, to the fullest extent that  it
may  effectively and lawfully do so, any obligation to the laying
of  venue of any such suit, action or proceeding and the  defense
of  an  inconvenient forum to the maintenance of  any  such  suit
action or proceeding in such court, and (iii) agrees that service
of  process  upon  the Process Agent shall  be  deemed  in  every
respect effective service of process upon the Company in any such
suit,  action  or  proceeding. The  Company  and  the  Guarantors
further  agrees  to  take  any  and  all  action,  including  the
execution   and  filing  of  any  and  all  such  documents   and
instruments as may be necessary to continue such designation  and
appointment of the Process Agent in full force and effect so long
as  this  Indenture shall be in full force and  effect;  provided
that  the Company may and shall (to the extent the Process  Agent
ceases to be able to be served on the basis contemplated herein),
by  written  notice to the Trustee, designate such additional  or
alternative   agents   for  service   of   process   under   this
Section 13.10 that (i) maintains an office located in the Borough
of Manhattan, The City of New York in the State of New York, (ii)
are either (a) counsel for the Company or (b) a corporate service
company  which  acts as agent for service of  process  for  other
Persons  in the ordinary course of its business and (iii)  agrees
to  act  as agent for service of process in accordance with  this
Section 13.10. Such notice shall identify the name of such  agent
for  process  and the address of such agent for  process  in  the
Borough  of Manhattan, The City of New York, State of  New  York.
Upon the request of any Holder of a Senior Subordinated Note, the
Trustee   shall   deliver  such  information  to   such   Holder.
Notwithstanding the foregoing, there shall, at all times,  be  at
least  one agent for service of process for the Company and  each
Guarantor  appointed and acting in accordance with  this  Section
13.10.

          To  the extent that the Company or any Guarantor has or
hereafter may acquire any immunity from jurisdiction of any court
or  from  any legal process (whether through service  of  notice,
attachment  prior  to judgment, attachment in aid  of  execution,
execution  or otherwise) with respect to itself or its  Property,
each  of the Company and the Guarantors hereby irrevocably waives
such immunity in respect of its Obligations under this Indenture,
the  Guarantees and the Senior Subordinated Notes, to the  extent
permitted by law.

SECTION 13.11  No Adverse Interpretation of Other Agreements.

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

SECTION 13.12  No Recourse Against Others.

          A   director,   officer,   employee,   stockholder   or
incorporator, as such, of the Company, or any Guarantor shall not
have  any  liability for any obligations of the  Company  or  any
Guarantor  under the Senior Subordinated Notes or this  Indenture
or  for  any claim based on, in respect of or by reason  of  such
obligations or their creations.  Each Securityholder by accepting
a   Senior  Subordinated  Note  waives  and  releases  all   such
liability.  Such waiver and release are part of the consideration
for the issuance of the Senior Subordinated Notes.

SECTION 13.13  Successors.

          All  agreements  of the Company and each  Guarantor  in
this Indenture and the Senior Subordinated Notes shall bind their
respective  successors.  All agreements of the  Trustee  in  this
Indenture shall bind its successor.

SECTION 13.14  Counterpart Originals.

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

SECTION 13.15  Severability.

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

SECTION 13.16  Table of Contents, Headings, Etc.

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

          [Remainder of Page Intentionally Left Blank]

                           SIGNATURES

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



                              TRISM, INC.

Attest:             ___________________________               By:
______________________________________
      Ralph S. Nelson             James G. Overley
      Secretary                   Senior Vice President and
                                  Chief Financial Officer


                              U.S.     BANK     TRUST    NATIONAL
                               ASSOCIATION, as Trustee

Attest:             ___________________________               By:
______________________________________
      ___________________     Lori-Anne Rosenberg
                                   Assistant Vice President


                              TRISM SECURED TRANSPORTATION, INC.

Attest:             ___________________________               By:
______________________________________
      Ralph S. Nelson             James G. Overley
      Secretary                   Senior Vice President and
                                  Chief Financial Officer


                              TRISM HEAVY HAUL, INC.

Attest:             ___________________________               By:
______________________________________
      Ralph S. Nelson             James G. Overley
      Secretary                   Senior Vice President and
                                  Chief Financial Officer


                              E.  L. POWELL & SONS TRUCKING  CO.,
                              INC.

Attest:             ___________________________               By:
______________________________________
      Ralph S. Nelson             James G. Overley
      Secretary                   Senior Vice President and
                                  Chief Financial Officer


                              TRI-STATE MOTOR TRANSIT CO.

Attest:             ___________________________               By:
______________________________________
      Ralph S. Nelson             James G. Overley
      Secretary                   Senior Vice President and
                                  Chief Financial Officer


                              TRISM SPECIALIZED CARRIERS, INC.

Attest:             ___________________________               By:
______________________________________
      Ralph S. Nelson             James G. Overley
      Secretary                   Senior Vice President and
                                  Chief Financial Officer


                              AERO BODY AND TRUCK EQUIPMENT, INC.

Attest:             ___________________________               By:
______________________________________
      Ralph S. Nelson             James G. Overley
      Secretary                   Senior Vice President and
                                  Chief Financial Officer


                              TRISM SPECIAL SERVICES, INC.

Attest:             ___________________________               By:
______________________________________
      Ralph S. Nelson             James G. Overley
      Secretary                   Senior Vice President and
                                  Chief Financial Officer


                              DIABLO SYSTEMS, INC.

Attest:             ___________________________               By:
______________________________________
      Ralph S. Nelson             James G. Overley
      Secretary                   Senior Vice President and
                                  Chief Financial Officer


                              TRISM EASTERN, INC.

Attest:             ___________________________               By:
______________________________________
      Ralph S. Nelson             James G. Overley
      Secretary                   Senior Vice President and
                                  Chief Financial Officer


                              TRISM TRANSPORT, INC.

Attest:             ___________________________               By:
______________________________________
      Ralph S. Nelson             James G. Overley
      Secretary                   Senior Vice President and
                                  Chief Financial Officer


                              TRISM TRANSPORT SERVICES, INC.

Attest:             ___________________________               By:
______________________________________
      Ralph S. Nelson             James G. Overley
      Secretary                   Senior Vice President and
                                  Chief Financial Officer


                              TRISM LOGISTICS, INC.

Attest:             ___________________________               By:
______________________________________
      Ralph S. Nelson             James G. Overley
      Secretary                   Senior Vice President and
                                  Chief Financial Officer

                              TRISM EQUIPMENT, INC.

Attest:             ___________________________               By:
______________________________________
      Ralph S. Nelson             James G. Overley
      Secretary                   Senior Vice President and
                                  Chief Financial Officer

                            Exhibit A

               [FORM OF SENIOR SUBORDINATED NOTE]

                           TRISM, INC.

              12% Senior Subordinated Note Due 2005

                      CUSIP No. 896925 AB 0

No. ____________________                    $____________________

          TRISM,  INC., a Delaware corporation ("Company",  which
term  includes  any  successor corporation), for  value  received
promises to pay to ___________________ or registered assigns, the
principal sum of _________________ Dollars, on February 15,  2005
and  to  pay interest thereon in cash semiannually in arrears  at
the  rate of 12% per annum on March 15 and September 15  of  each
year  until  the principal hereof is paid or made  available  for
payment.   Interest on this Senior Subordinated Note will  accrue
from the most recent date to which interest has been paid or,  if
no  interest  has been paid, from September 15,  1999.   Interest
accruing  from  September 15, 2004, shall  be  paid  in  cash  at
maturity.   Payment of principal, premium, if any,  and  interest
shall be made in the manner and subject to the terms set forth in
provisions appearing on the reverse hereof, which provisions,  in
their entirety, shall for all purposes have the same effect as if
set forth at this place.

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

Dated:    February 15, 2000



                                TRISM, INC.

Attest:             ___________________________               By:
______________________________________
      Ralph S. Nelson             James G. Overley
      Secretary                   Senior Vice President and
                                  Chief Financial Officer




        [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This  is  one of the Senior Subordinated Notes described  in  the
within-mentioned Indenture.





                              U.S.     BANK    TRUST     NATIONAL
                              ASSOCIATION



                              By:
                              ___________________________________
                              _
                                 Authorized Signatory



                           TRISM, INC.

              12% Senior Subordinated Note Due 2005

     1.    Interest.   TRISM, INC., a Delaware corporation  ("the
Company"),  promises to pay interest on the principal  amount  of
this  Senior Subordinated Note at the rate per annum shown above.
The   interest   rate  is  subject  to  adjustment   in   certain
circumstances as described herein.  The Company will pay interest
in  cash, semi-annually on March 15 and September 15 of each year
(each, an "Interest Payment Date"), commencing March 15, 2000, to
Holders  of  record  on the immediately preceding  March  1,  and
September  1  (each, a "Record Date").  Interest  on  the  Senior
Subordinated Notes will accrue from the most recent date to which
interest  has  been paid or, if no interest has been  paid,  from
September  15, 1999.  Interest accruing from September 15,  2004,
shall be paid in cash at maturity.   Interest will be computed on
the basis of a 360-day year of twelve 30-day months.

     The  Company  shall  pay interest on overdue  principal  and
interest on overdue installments of interest and premium, to  the
extent  lawful, at a rate equal to the rate of interest otherwise
payable on the Senior Subordinated Notes (after giving effect  to
any  increase  thereof  as  described  in  Section  4.04  of  the
Indenture) plus 2.00% per annum.

     2.    Method of Payment.  The Company shall pay interest  on
the  Senior  Subordinated  Notes  to  the  Persons  who  are  the
registered  Holders at the close of business on the  Record  Date
immediately  preceding  the Interest Payment  Date  even  if  the
Senior  Subordinated  Notes  are  canceled  on  registration   of
transfer or registration of exchange after such Record Date.  The
Company  shall pay principal and interest in money of the  United
States that at the time of payment is legal tender for payment of
public  and  private debts ("U.S. Legal Tender").   However,  the
Company  may  pay  principal and interest  by  wire  transfer  of
Federal  funds,  or interest by its check payable  in  such  U.S.
Legal  Tender.  The Company may deliver any such interest payment
to  the  Paying  Agent or to a Holder at the Holder's  registered
address.  This Senior Subordinated Note is an obligation  of  the
Company and shall be governed by, and entitled to the benefits of
the  Indenture  (as  such term is defined  below)  and  shall  be
subject  to  the terms of the Indenture (including the  guarantee
provisions) and shall rank pari passu with and be subject to  the
same  terms  (including the rate of interest from  time  to  time
payable  thereon) as the other Senior Subordinated  Notes  issued
thereunder  (except,  as the case may be,  with  respect  to  the
issuance date and aggregate principal amount).

     3.    Subordination.   The  indebtedness  evidenced  by  the
Senior  Subordinated Notes is, to the extent and  in  the  manner
provided  in the Indenture, subordinate and subject in  right  of
payment  to  the prior payment in full of all Senior Indebtedness
as defined in the Indenture, and this Senior Subordinated Note is
issued  subject to such provisions.  Each Holder of  this  Senior
Subordinated Note, by accepting the same, (a) agrees to and shall
be  bound  by  such provisions, (b) authorizes  and  directs  the
Trustee on his behalf to take such action as may be necessary  or
appropriate  to effectuate the subordination as provided  in  the
Indenture  and (c) appoints the Trustee his attorney-in-fact  for
such  purpose; provided, however, that the indebtedness evidenced
by this Senior Subordinated Note shall cease to be so subordinate
and  subject  in  right of payment upon any  defeasance  of  this
Senior  Subordinated Note referred to in Section 9.02 or 9.03  of
the Indenture.

     4.   Paying Agent and Registrar.  Initially, U.S. Bank Trust
National Association (the "Trustee") will act as Paying Agent and
Registrar.  The Company may change any Paying Agent, Registrar or
co-Registrar without notice to the Holders.  The Company  or  any
of  its  Subsidiaries may, subject to certain exceptions, act  as
Paying Agent, Registrar or co-Registrar.

     5.    Indenture  and  Guarantees.  The  Company  issued  the
Senior  Subordinated  Notes  under  an  Indenture,  dated  as  of
February 15, 2000 (as amended or supplemented from time to  time,
the  "Indenture"),  among the Company,  the  Guarantors  and  the
Trustee.   Capitalized terms herein are used as  defined  in  the
Indenture  unless  otherwise defined herein.  The  terms  of  the
Senior  Subordinated Notes include those stated in the  Indenture
and  those  made part of the Indenture by reference to the  Trust
Indenture  Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb)  (the
"TIA"),   as   in   effect  on  the  date   of   the   Indenture.
Notwithstanding  anything  to  the contrary  herein,  the  Senior
Subordinated Notes are subject to all such terms, and Holders  of
Senior  Subordinated Notes are referred to the Indenture and  the
TIA for a statement of such terms.  The Senior Subordinated Notes
are  senior  unsecured  obligations of  the  Company  limited  in
aggregate  principal  amount  to $30,000,000.   Payment  on  each
Senior  Subordinated  Note is guaranteed on  a  senior  unsecured
basis,  jointly  and  severally, by the  Guarantors  pursuant  to
Article Twelve of the Indenture.

     6.   Optional Redemption.  The Senior Subordinated Notes may
be  redeemed in whole, at any time, or from time to time in part,
at the option of the Company, at a Redemption Price equal to 101%
of  the  principal  amount thereof, plus, in each  case,  accrued
interest to the Redemption Date.

     7.    Notice  of Redemption.  Notice of redemption  will  be
mailed  at  least  30 days but not more than 60 days  before  the
Redemption Date to each Holder of Senior Subordinated Notes to be
redeemed   at   such   Holder's   registered   address.    Senior
Subordinated  Notes in denominations larger than  $1,000  may  be
redeemed in part.

     Except  as  set forth in the Indenture, from and  after  any
Redemption  Date,  if  monies for the redemption  of  the  Senior
Subordinated  Notes  called  for  redemption  shall   have   been
deposited with the Paying Agent for redemption on such Redemption
Date,  then, unless the Company defaults in the payment  of  such
Redemption  Price,  the  Senior  Subordinated  Notes  called  for
redemption will cease to bear interest and the only right of  the
Holders  of  such Senior Subordinated Notes will  be  to  receive
payment of the Redemption Price.

     8.    Mandatory  Repurchase.  Subject to the  provisions  of
Section  4.18 of the Indenture, the Company is required to  apply
the  Net  Cash Proceeds from certain Asset Sales to the mandatory
purchase  of  the Senior Subordinated Note, at a  purchase  price
equal  to  101% of the principal amount thereof plus accrued  and
unpaid interest, if any, to the date of purchase.

     9.     Denominations;   Transfer;  Exchange.    The   Senior
Subordinated  Notes are in registered form, without  coupons.   A
Holder   shall  register  the  transfer  of  or  exchange  Senior
Subordinated  Notes  in  accordance  with  the  Indenture.    The
Registrar  may require a Holder, among other things,  to  furnish
appropriate  endorsements  and  transfer  documents  and  to  pay
certain transfer taxes or similar governmental charges payable in
connection   therewith  as  permitted  by  the  Indenture.    The
Registrar  need  not  register the transfer of  or  exchange  any
Senior  Subordinated  Notes  or  portions  thereof  selected  for
redemption.

     10.   Persons  Deemed Owners.  The registered  Holder  of  a
Senior Subordinated Note shall be treated as the owner of it  for
all purposes.

     11.  Unclaimed Money.  If money for the payment of principal
or  interest remains unclaimed for two years, the Trustee and the
Paying  Agents  will  pay the money back to the  Company  at  its
request.   After  that,  all liability of the  Trustee  and  such
Paying Agents with respect to such money shall cease.

     12.   Discharge  Prior to Redemption or  Maturity.   If  the
Company  at any time deposits with the Trustee U.S. Legal  Tender
or U.S. Government Obligations sufficient to pay the principal of
and  premium,  if  any, and interest on the  Senior  Subordinated
Notes  to  redemption  or maturity and complies  with  the  other
provisions of the Indenture relating thereto, the Company will be
discharged  from  certain provisions of  the  Indenture  and  the
Senior Subordinated Notes (including the financial covenants, but
excluding its obligation to pay the principal of and premium,  if
any, and interest on the Senior Subordinated Notes).

     13.   Amendment;  Supplement; Waiver.   Subject  to  certain
exceptions, the Indenture or the Senior Subordinated Notes may be
amended  or supplemented with the written consent of the  Holders
of  at  least  a  majority in aggregate principal amount  of  the
Senior Subordinated Notes then outstanding.  Without notice to or
consent  of  any  Holder,  the  parties  thereto  may  amend   or
supplement  the  Indenture or the Senior Subordinated  Notes  to,
among  other things, cure any ambiguity, defect or inconsistency,
provide  for uncertificated Senior Subordinated Notes in addition
to or in place of certificated Senior Subordinated Notes, provide
for  additional  Guarantors  pursuant  to  Section  4.19  of  the
Indenture  or  otherwise,  provide  for  successors  pursuant  to
Article  Five or Section 12.06 of the Indenture, or  comply  with
any  requirements  of  the  Commission  in  connection  with  the
qualification  of the Indenture under the TIA,  provide  for  the
appointment  of a successor Trustee pursuant to Section  7.08  or
make  any  other change that does not adversely affect the  legal
rights of any Holder of a Senior Subordinated Note.

     14.   Restrictive Covenants.  The Indenture imposes  certain
limitations  on  the ability of the Company and its  Subsidiaries
to,  among  other  things, pay dividends to stockholders  of  the
Company   or  make  certain  other  restricted  payments,   incur
additional  Indebtedness or Liens, enter into  transactions  with
Affiliates,  make  payments in respect of its Capital  Stock  and
merge  or  consolidate  with any other Person  and  sell,  lease,
transfer  or  otherwise  dispose  of  substantially  all  of  its
properties or assets.  The limitations are subject to a number of
important  qualifications  and  exceptions.   The  Company   must
annually  report  to the Trustee regarding compliance  with  such
limitations.

     15.    Successors.   When  a  successor  assumes   all   the
obligations  of  its  predecessor under the  Senior  Subordinated
Notes  and  the Indenture, the predecessor will not  be  released
from those obligations.

     16.   Defaults and Remedies.  If an Event of Default  occurs
and is continuing, the Trustee or the Holders of at least 25%  in
aggregate  principal  amount of Senior  Subordinated  Notes  then
outstanding may declare all the Senior Subordinated Notes  to  be
due  and  payable immediately in the manner and with  the  effect
provided in the Indenture.  Holders of Senior Subordinated  Notes
may  not  enforce the Indenture or the Senior Subordinated  Notes
except  as  provided in the Indenture.  The Trustee  may  require
indemnity satisfactory to it before it enforces the Indenture  or
the  Senior  Subordinated Notes.  Subject to certain limitations,
Holders of a majority in aggregate principal amount of the Senior
Subordinated Notes then outstanding may direct the Trustee in its
exercise  of  any trust or power.  The Trustee may withhold  from
Holders  of  Senior Subordinated Notes notice of  any  continuing
Default  or  Event of Default (except a Default or  an  Event  of
Default in payment of principal or interest on any Secured  Note,
including  the  failure to make a Net Proceeds  Purchase)  if  it
determines that withholding notice is in their interest.

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

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

     19.   Authentication.  This Senior Subordinated  Note  shall
not  be  valid until the Trustee or authenticating agent manually
signs   the   certificate  of  authentication  on   this   Senior
Subordinated Note.

     20.     Abbreviations   and   Defined   Terms.     Customary
abbreviations  may be used in the name of a Holder  of  a  Senior
Subordinated Note 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).

     21.    CUSIP   Numbers.    Pursuant  to   a   recommendation
promulgated  by  the Committee on Uniform Security Identification
Procedures, the Company will cause CUSIP numbers to be printed on
the Senior Subordinated Notes as a convenience to the Holders  of
the  Senior Subordinated Notes.  No representation is made as  to
the   accuracy  of  such  numbers  as  printed  on   the   Senior
Subordinated Notes and reliance may be placed only on  the  other
identification numbers printed hereon.

     The   Company  will  furnish  to  any  Holder  of  a  Senior
Subordinated Note upon written request and without charge a  copy
of  the  Indenture.  Requests may be made to: TRISM,  Inc.,  4174
Jiles  Road,  Kennesaw,  Georgia   30144,  Attention:  James   G.
Overley.

        [Form of Notation on Note Relating to Guarantee]

                            GUARANTEE

     Subject  to the limitations set forth in the Indenture,  the
Guarantors  (as  defined in the Indenture  referred  to  in  this
Senior  Subordinated Note and each hereinafter referred to  as  a
"Guarantor,"  which  term  includes any successor  or  additional
Guarantor  under  the  Indenture)  have  jointly  and  severally,
irrevocably  and  unconditionally  guaranteed  (a)  the  due  and
punctual  payment of the principal of and premium,  if  any,  and
interest  on the Senior Subordinated Notes, whether at  maturity,
by  acceleration,  call  for  redemption,  upon  an  Asset  Sale,
purchase  or  otherwise,  (b) the due  and  punctual  payment  of
interest  on the overdue principal of and interest on the  Senior
Subordinated Notes to the extent lawful, (c) the due and punctual
performance  of  all  other Obligations of the  Company  and  the
Guarantors  to  the Holders under the Indenture  and  the  Senior
Subordinated Notes and (d) in case of any extension  of  time  of
payment  or renewal of any Senior Subordinated Notes  or  any  of
such  other Obligations, the same will be promptly paid  in  full
when  due  or  performed  in accordance with  the  terms  of  the
extension or renewal, whether at maturity, by acceleration,  call
for redemption, upon an Asset Sale, purchase or otherwise.

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

     Payment  on  each  Senior Subordinated Note  is  guaranteed,
jointly  and  severally, by the Guarantors  pursuant  to  Article
Twelve  of  the Indenture and reference is made to such Indenture
for the precise terms of the Guarantees.

     The Obligations of each Guarantor are limited to the maximum
amount  as  will, after giving effect to such maximum amount  and
all other contingent and fixed liabilities of such Guarantor, and
after  giving effect to any collections from or payments made  by
or on behalf of any other Guarantor in respect of the Obligations
of  such other Guarantor under its Guarantee or pursuant  to  its
contribution  Obligations  under the  Indenture,  result  in  the
Obligations   of   such  Guarantor  under   its   Guarantee   not
constituting a fraudulent conveyance or fraudulent transfer under
any  applicable  Bankruptcy  Law or  not  otherwise  being  void,
voidable  or  unenforceable under any applicable Bankruptcy  Law.
Each  Guarantor  that  makes a payment or  distribution  under  a
Guarantee  shall  be entitled to a contribution from  each  other
Guarantor  in a pro rata amount based on the Adjusted Net  Assets
of each Guarantor.

     Certain  of  the  Guarantors  may  be  released  from  their
Guarantees upon the terms and subject to the conditions  provided
in the Indenture.

     The  Guarantee  shall be binding upon each Guarantor  listed
below  and  its  successors and assigns and shall  inure  to  the
benefit of the Trustee and the Holders and, in the event  of  any
transfer  or  assignment of rights by any Holder or the  Trustee,
the  rights and privileges herein conferred upon that party shall
automatically  extend  to and be vested  in  such  transferee  or
assignee,  all  subject  to  the  terms  and  conditions  in  the
Indenture.

                         TRISM SECURED TRANSPORTATION, INC.
                         TRISM HEAVY HAUL, INC.
                         E. L. POWELL & SONS TRUCKING CO., INC.
                         TRI-STATE MOTOR TRANSIT CO.
                         TRISM SPECIALIZED CARRIERS, INC.
                         AERO BODY AND TRUCK EQUIPMENT, INC.
                         TRISM SPECIAL SERVICES, INC.
                         DIABLO SYSTEMS, INC.
                         TRISM EASTERN, INC.
                         TRISM TRANSPORT, INC.
                         TRISM TRANSPORT SERVICES, INC.
                         TRISM LOGISTICS, INC.
                         TRISM EQUIPMENT, INC.

Dated:    February 15, 2000



                                TRISM, INC.

Attest:             ___________________________               By:
______________________________________
      Ralph S. Nelson             James G. Overley
      Secretary                   Senior Vice President and
                                  Chief Financial Officer


                      [FORM OF ASSIGNMENT]


To  assign this Senior Subordinated Note, fill in the form below:
I or we assign and transfer this Senior Subordinated Note to

_________________________________________________________________
_____________

_________________________________________________________________
_____________

_________________________________________________________________
_____________
     (Print or type name, address and zip code of assignee)



Please  insert  Social  Security or other identifying  number  of
assignee

_________________________________________________________________
_____________

and  irrevocably appoint _______________ agent to  transfer  this
Senior Subordinated Note on the books of the Company.  The  agent
may substitute another to act for him.





Dated:  ______________________________

Signed:   _____________________________



_________________________________________________________________
_____________
 (Sign exactly as your name appears on the front of this Senior
                       Subordinated Note)



Signature Guarantee:  ______________________________

     Signature  must  be  guaranteed  by  an  eligible  guarantor
     institution  within the meaning of Securities  and  Exchange
     Commission  Rule  17Ad-15 (including banks,  stock  brokers,
     savings   and   loan   associations,   national   securities
     exchanges,  registered  securities  associations,   clearing
     agencies and credit unions) with membership or participation
     in an approved signature guarantee medallion program if this
     Senior  Subordinated Note is delivered other than to and  in
     the name of the registered holder.



               OPTION OF HOLDER TO ELECT PURCHASE

          If  you  want to elect to have this Senior Subordinated
Note  purchased by the Company pursuant to Section  4.18  of  the
Indenture, check the following box: [__________]

          If  you  want to elect to have only part of this Senior
Subordinated   Note   purchased  by  the  Company   pursuant   to
Section    4.18   of   the   Indenture,   state    the    amount:
$___________________.



Dated:  ______________________________

Signed:   _____________________________



_________________________________________________________________
_____________
 (Sign exactly as your name appears on the front of this Senior
                       Subordinated Note)




Signature Guarantee:  ______________________________

     Signature  must  be  guaranteed  by  an  eligible  guarantor
     institution  within the meaning of Securities  and  Exchange
     Commission  Rule  17Ad-15 (including banks,  stock  brokers,
     savings   and   loan   associations,   national   securities
     exchanges,  registered  securities  associations,   clearing
     agencies and credit unions) with membership or participation
     in an approved signature guarantee medallion program if this
     Senior  Subordinated Note is delivered other than to and  in
     the name of the registered holder.