<PAGE>
                                                                     EXHIBIT 4.9

                             ======================


                               Roadway Corporation
                                    as Issuer

                                 The Guarantors
                                  Named Herein

                                       and

                                  SunTrust Bank
                                   as Trustee


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

                                    Indenture

                          Dated as of November 30, 2001

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

                    8 1/4 % Senior Notes Due December 1, 2008



                             =====================

<PAGE>


                                ROADWAY INDENTURE
                         DETAILED CROSS-REFERENCE TABLE

                                  Text in bold

<TABLE>
<CAPTION>
TIA                                                                  INDENTURE
SECTION                                                              SECTION
<S>                                                               <C>
310(a)(1).............................................................   7.10
   (a)(2).............................................................   7.10
   (a)(3).............................................................   N.A.
   (a)(4).............................................................   N.A.
   (a)(5).............................................................   7.10
   (b)................................................................   7.08
   (c)................................................................   N.A.

311(a)................................................................   7.03
   (b)................................................................   7.03
   (c)............................................................. ..   N.A.

312(a)................................................................   12.02
   (b)................................................................   12.02
   (c)................................................................   12.02

313(a)................................................................   7.06
   (b)................................................................   N.A.
   (c)................................................................   7.06
   (d)................................................................   7.06

314(a)................................................................   4.10, 4.11
   (b)(1).............................................................   N.A.
   (b)(2).............................................................   N.A.
   (c)(1).............................................................   12.04
   (c)(2).............................................................   12.04
   (c)(3).............................................................   N.A.
   (d)................................................................   N.A.
   (e)................................................................   12.05
   (f)................................................................   N.A.

315(a)................................................................   7.01, 7.02
   (b)................................................................   7.02, 7.05
   (c)................................................................   7.01
   (d)................................................................   7.02
   (e)................................................................   6.12, 7.02


</TABLE>

<PAGE>


316(a)(last sentence).................................     2.05
(a)(1)(A).............................................     6.05
(a)(1)(B).............................................     6.02, 6.04
(a)(2)................................................     N.A.
(b)...................................................     6.06, 6.07

317(a)(1).............................................     6.08
(a)(2)................................................     6.09
(b)...................................................     2.03

318(a)................................................     N.A.
(b)...................................................     N.A.
(c)...................................................     12.01



                                       2

<PAGE>


                                    RECITALS

                                    ARTICLE 1
                  DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions ...............................................     2
SECTION 1.02. Rules of Construction .....................................    12

                                   ARTICLE 2
                                   THE NOTES

SECTION 2.01. Form, Dating and Denominations; Legends ...................    13
SECTION 2.02. Execution and Authentication; Exchange Notes; Additional
     Notes ..............................................................    14
SECTION 2.03. Registrar, Paying Agent and Authenticating Agent; Paying
     Agent to Hold Money in Trust .......................................    15
SECTION 2.04. Replacement Notes .........................................    16
SECTION 2.05. Outstanding Notes .........................................    16
SECTION 2.06. Temporary Notes ...........................................    17
SECTION 2.07. Cancellation ..............................................    17
SECTION 2.08. CUSIP and CINS Numbers ....................................    17
SECTION 2.09. Registration, Transfer and Exchange .......................    18
SECTION 2.10. Restrictions on Transfer and Exchange .....................    21
SECTION 2.11. Temporary Offshore Global Notes ...........................    23

                                   ARTICLE 3
                                   REDEMPTION

SECTION 3.01. Optional Redemption .......................................    24
SECTION 3.02. Method and Effect of Redemption ...........................    24
SECTION 3.03. No Mandatory Redemption ...................................    25

                                   ARTICLE 4
                                   COVENANTS

SECTION 4.01. Payment of Notes .........................................     26
SECTION 4.02. Maintenance of Office or Agency ..........................     26
SECTION 4.03. Existence ................................................     27
SECTION 4.04. Payment of Taxes and Other Claims ........................     27
SECTION 4.05. Maintenance of Properties and Insurance ..................     27
SECTION 4.06. Limitation on Liens ......................................     28



                                       i

<PAGE>


SECTION 4.07. Limitation on Sale and Leaseback Transactions ..............   29
SECTION 4.08. Guaranties by Subsidiaries .................................   30
SECTION 4.09. Equal and Ratable Liens ....................................   30
SECTION 4.10. Financial Reports ..........................................   31
SECTION 4.11. Reports to Trustee .........................................   31

                                   ARTICLE 5
                MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS

SECTION 5.01. Merger, Consolidation and Disposition of Assets by the
Company ....................................................                 32
SECTION 5.02. Consolidation or Sale of Assets by a Guarantor ............    33

                                   ARTICLE 6
                              DEFAULT AND REMEDIES

SECTION 6.01. Events of Default .........................................    34
SECTION 6.02. Acceleration ..............................................    35
SECTION 6.03. Other Remedies ............................................    36
SECTION 6.04. Waiver of Past Defaults ...................................    36
SECTION 6.05. Control by Majority .......................................    36
SECTION 6.06. Limitation on Suits .......................................    37
SECTION 6.07. Rights of Holders to Receive Payment ......................    37
SECTION 6.08. Collection Suit by Trustee ................................    37
SECTION 6.09. Trustee May File Proofs of Claim ..........................    38
SECTION 6.10. Priorities ................................................    38
SECTION 6.11. Restoration of Rights and Remedies ........................    38
SECTION 6.12. Undertaking for Costs .....................................    39
SECTION 6.13. Rights and Remedies Cumulative ............................    39
SECTION 6.14. Delay or Omission Not Waiver ..............................    39
SECTION 6.15. Waiver of Stay, Extension or Usury Laws ...................    39

                                   ARTICLE 7
                                  THE TRUSTEE

SECTION 7.01. General ...................................................    40
SECTION 7.02. Certain Rights of Trustee .................................    40
SECTION 7.03. Individual Rights of Trustee ..............................    41
SECTION 7.04. Trustee's Disclaimer ......................................    42
SECTION 7.05. Notice of Default .........................................    42
SECTION 7.06. Reports by Trustee to Holders .............................    42
SECTION 7.07. Compensation and Indemnity ................................    42
SECTION 7.08. Replacement of Trustee ....................................    43



                                       ii

<PAGE>


SECTION 7.09. Successor Trustee by Merger ........................       44
SECTION 7.10. Eligibility ........................................       44
SECTION 7.11. Money Held in Trust ................................       44

                                   ARTICLE 8
                           DEFEASANCE AND DISCHARGE

SECTION 8.01. Discharge of Company's Obligations .................       45
SECTION 8.02. Legal Defeasance ...................................       46
SECTION 8.03. Covenant Defeasance ................................       48
SECTION 8.04. Application of Trust Money .........................       48
SECTION 8.05. Repayment to Company ...............................       48
SECTION 8.06. Reinstatement ......................................       48

                                   ARTICLE 9
                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Amendments Without Consent of Holders ..............       49
SECTION 9.02. Amendments With Consent of Holders .................       50
SECTION 9.03. Effect of Consent ..................................       51
SECTION 9.04. Trustee's Rights and Obligations ....................      51
SECTION 9.05. Conformity with Trust Indenture Act .................      52
SECTION 9.06. Payments for Consents ..............................       52

                                   ARTICLE 10
                                   GUARANTIES

SECTION 10.01. The Guaranties ....................................       52
SECTION 10.02. Guaranty Unconditional ............................       52
SECTION 10.03. Discharge; Reinstatement ..........................       53
SECTION 10.04. Waiver by the Guarantors ..........................       53
SECTION 10.05. Subrogation and Contribution ......................       53
SECTION 10.06. Stay of Acceleration ..............................       54
SECTION 10.07. Limitation on Amount of Guaranty ..................       54
SECTION 10.08. Execution and Delivery of Guaranty ................       54
SECTION 10.09. Release of Guaranty ...............................       54
SECTION 10.10. Liability .........................................       55

                                   ARTICLE 11
                             SECURITY ARRANGEMENTS

SECTION 11.01. Security ...........................................      55
SECTION 11.02. Notice of Payment, Discharge or Defeasance .........      56



                                      iii

<PAGE>


                                   ARTICLE 12
                                 MISCELLANEOUS

SECTION 12.01. Trust Indenture Act of 1939 ................................   57
SECTION 12.02. Noteholder Communications; Noteholder Actions ..............   57
SECTION 12.03. Notices ....................................................   58
SECTION 12.04. Certificate and Opinion as to Conditions Precedent .........   59
SECTION 12.05. Statements Required in Certificate or Opinion ..............   59
SECTION 12.06. Payment Date Other Than a Business Day .....................   59
SECTION 12.07. Governing Law ..............................................   60
SECTION 12.08. No Adverse Interpretation of Other Agreements ..............   60
SECTION 12.09. Successors .................................................   60
SECTION 12.10. Duplicate Originals ........................................   60
SECTION 12.11. Separability ...............................................   60
SECTION 12.12. Table of Contents and Headings .............................   60
SECTION 12.13. No Liability of Directors, Officers, Employees, Incorporators
    and Stockholders ......................................................   60

                                    EXHIBITS

EXHIBIT A Form of Note
EXHIBIT B Form of Supplemental Indenture
EXHIBIT C Restricted Legend
EXHIBIT D DTC Legend
EXHIBIT E Form of Regulation S Certificate
EXHIBIT F Form of Rule 144A Certificate
EXHIBIT G Certificate of Beneficial Ownership
EXHIBIT H Temporary Offshore Global Note Legend

                                       iv


<PAGE>


         INDENTURE, dated as of November 30, 2001, among Roadway Corporation, a
Delaware corporation (the "COMPANY"), the Guarantors (as defined), and SunTrust
Bank, as Trustee.

                                    RECITALS

         The Company has duly authorized the execution and delivery of the
Indenture to provide for the issuance of up to $225,000,000 aggregate principal
amount of the Company's 8 1/4 % Senior Notes due December 1, 2008 and, if and
when issued, any Additional Notes, together with any Exchange Notes issued
therefor as provided herein (the "NOTES"). All things necessary to make the
Indenture a valid agreement of the Company, in accordance with its terms, have
been done, and the Company has done all things necessary to make the Notes (in
the case of the Additional Notes, when duly authorized), when executed by the
Company and authenticated and delivered by the Trustee and duly issued by the
Company, the valid obligations of the Company as hereinafter provided.

         In addition, Roadway Express, Inc., a Delaware corporation, Roadway
Express International, Inc., a Delaware corporation, Roadway Reverse Logistics,
Inc., an Ohio corporation, Arnold Industries, Inc., a Pennsylvania corporation,
New Penn Motor Express, Inc., a Pennsylvania corporation and Arnold
Transportation Services, Inc., a Pennsylvania corporation, have duly authorized
the execution and delivery of the Indenture as Guarantors of the Notes. All
things necessary to make the Indenture a valid agreement of each Guarantor, in
accordance with its terms, have been done, and each Guarantor has done all
things necessary to make the Note Guaranties, when the Notes are executed by the
Company and authenticated and delivered by the Trustee and duly issued by the
Company, the valid obligations of such Guarantor as hereinafter provided.

         This Indenture is subject to, and will be governed by, the provisions
of the Trust Indenture Act that are required to be a part of and govern
indentures qualified under the Trust Indenture Act.

                            THIS INDENTURE WITNESSETH

         For and in consideration of the premises and the purchase of the Notes
by the Holders thereof, the parties hereto covenant and agree, for the equal and
proportionate benefit of all Holders, as follows:



<PAGE>


                                    ARTICLE 1
                  DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.01. Definitions.

         "ADDITIONAL INTEREST" means additional interest owed to the Holders
pursuant to a Registration Rights Agreement.

         "ADDITIONAL NOTES" means any notes issued under the Indenture in
addition to the Original Notes, including any Exchange Notes issued in exchange
for such Additional Notes, having the same terms in all respects as the Original
Notes except that interest will accrue on the Additional Notes from their date
of issuance.

         "AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with") with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

         "AGENT" means any Registrar, Paying Agent or Authenticating Agent.

         "AGENT MEMBER" means a member of, or a participant in, the
Depositary.

         "ATTRIBUTABLE DEBT" means, in connection with any sale and leaseback
transaction, at any date as of which the amount thereof is to be determined, the
total net obligations of the lessee for rental payments during the remaining
term of the lease discounted from the respective due dates thereof to such
determination date at a rate per annum equivalent to the interest rate on the
Notes.

         "AUTHENTICATING AGENT" refers to a Person engaged to authenticate the
Notes in the stead of the Trustee.

         "BANKRUPTCY DEFAULT" has the meaning assigned to such term in Section
6.01.

         "BOARD OF DIRECTORS" means the board of directors or comparable
governing body of the Company, or any committee thereof duly authorized to act
on its behalf.
<PAGE>






         "BOARD RESOLUTION" means a resolution duly adopted by the Board of
Directors which is certified by the Secretary or an Assistant Secretary of the
Company and remains in full force and effect as of the date of its
certification.

         "BUSINESS DAY" means any day except a Saturday, Sunday or other day
on which commercial banks in New York City or in the city where the Corporate
Trust Office of the Trustee is located are authorized by law to close.

         "CAPITAL LEASE OBLIGATION" means, all obligations required to be
classified and accounted for as a capitalized lease under GAAP, and the amount
of Debt represented by such obligation will be the capitalized amount thereof
determined in accordance with GAAP.

         "CAPITAL STOCK" means with respect to any Person, any and all shares
of stock of a corporation, partnership interests or other equivalent interests
(however designated, whether voting or no-voting) in such Person's equity,
entitling the holder to receive a share of the profits and losses of, or
distributions of assets, after liabilities, of such Person.

         "CERTIFICATE OF BENEFICIAL OWNERSHIP" means a certificate
substantially in the form of Exhibit G.

         "CERTIFICATED NOTE" means a Note in registered individual form
without interest coupons.

         "CLEARSTREAM" means Clearstream Banking SA and its successors.

         "COLLATERAL" means all assets of the Company and its Subsidiaries
which are subject to Liens pursuant to the terms and provisions of the Security
Documents.

         "COLLATERAL AGENT" means Credit Suisse First Boston, as collateral
agent, or any other collateral agent under any or all of the Security Documents.

         "COMMISSION" means the Securities and Exchange Commission.

         "COMMON STOCK" means Capital Stock not entitled to any preference on
dividends or distributions, upon liquidation or otherwise.

         "COMPANY" means the party named as such in the first paragraph of the
Indenture or any successor obligor under the Indenture and the Notes pursuant to
Article 5.



                                        3

<PAGE>


         "COMPARABLE TREASURY ISSUE" mean the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes.

         "COMPARABLE TREASURY PRICE" means with respect to any redemption date
for the notes (i) the average of four Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.

         "CONSOLIDATED NET TANGIBLE ASSETS" means, at any date of
determination, total stockholders' equity of the Company and its subsidiaries,
less the aggregate amount of any intangible assets of the Company and its
subsidiaries, determined in accordance with GAAP.

         "CORPORATE TRUST OFFICE" means the office of the Trustee at which the
corporate trust business of the Trustee is administered, which at the date of
the Indenture is located at SunTrust Center, Corporate Trust Department, Sixth
Floor, 424 Church Street, Nashville, TN 37219.

         "CREDIT AGREEMENT" means the credit agreement dated on or about the
Issue Date among the Company, the lenders party thereto and Credit Suisse First
Boston, as agent, together with any related documents (including any security
documents and guaranty agreements), as such agreement may be amended, modified,
supplemented, extended, renewed, refinanced or replaced or substituted from time
to time.

         "DEBT" means, with respect to any Person, without duplication,

         (1) all indebtedness of such Person for borrowed money;

         (2) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments;

         (3) all obligations of such Person to pay the deferred and unpaid
purchase price of property or services to the extent recorded as liabilities
under GAAP, excluding trade payables arising in the ordinary course of business;

         (4) all Capital Lease Obligations of such Person; and




                                        4

<PAGE>


         (5) all Debt of other Persons Guarantied by such Person (including by
securing such Debt by a Lien on any asset of such Person, whether or not such
Debt is assumed by such Person) to the extent so Guarantied.

         Debt shall not include indebtedness or amounts owed for compensation to
employees, or for goods or materials purchased or services used in the ordinary
course of business.

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

         "DEPOSITARY" means the depositary of each Global Note, which will
initially be DTC.

         "DTC" means The Depository Trust Company, a New York corporation, and
its successors.

         "DTC LEGEND" means the legend set forth in Exhibit D.

         "EUROCLEAR" means Euroclear Bank S.A./N.V., and its successors or
assigns, as operator of the Euroclear System.

         "EVENT OF DEFAULT" has the meaning assigned to such term in Section
6.01.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934.

         "EXCHANGE NOTES" means the Notes of the Company issued pursuant to
the Indenture in exchange for, and in an aggregate principal amount equal to,
the Initial Notes or any Initial Additional Notes in compliance with the terms
of a Registration Rights Agreement and containing terms substantially identical
to the Initial Notes or any Initial Additional Notes (except that (i) such
Exchange Notes will be registered under the Securities Act and will not be
subject to transfer restrictions or bear the Restricted Legend, and (ii) the
provisions relating to Additional Interest will be eliminated).

         "EXCHANGE OFFER" means an offer by the Company to the Holders of the
Initial Notes or any Initial Additional Notes to exchange outstanding Notes for
Exchange Notes, as provided for in a Registration Rights Agreement.

         "EXCHANGE OFFER REGISTRATION STATEMENT" means the Exchange Offer
Registration Statement as defined in a Registration Rights Agreement.



                                        5

<PAGE>


         "GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time.

         "GLOBAL NOTE" means a Note in registered global form without interest
coupons.

         "GUARANTY" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Debt or other obligation of any
other Person; provided that the term "Guaranty" does not include endorsements
for collection or deposit in the ordinary course of business. The term
"Guaranty" used as a verb has a corresponding meaning.

         "GUARANTOR" means each Subsidiary of the Company that Guaranties the
obligations of the Company under the Indenture pursuant to Section 4.08, or any
successor obligor under its Note Guaranty pursuant to "Limitation on Merger,
Consolidation and Disposition of Assets", in each case unless and until such
Guarantor is released from its Note Guaranty pursuant to the Indenture.

         "HOLDER" OR "NOTEHOLDER" means the registered holder of any Note.

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

         "INDENTURE OBLIGATIONS" means (a) all principal of and interest
(including, without limitation, any interest which accrues after the
commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency or reorganization of the Company, whether or not allowed or allowable
as a claim in any such proceeding) on any Note issued pursuant to the Indenture,
(b) all other amounts payable by the Company or any Guarantor under the
Indenture and (c) any renewals or extensions of any of the foregoing.

         "INDEPENDENT INVESTMENT BANKER" means one of the Reference Treasury
Dealers appointed by the Company.

         "INITIAL ADDITIONAL NOTES" means Additional Notes issued in an
offering not registered under the Securities Act and any Notes issued in
replacement thereof, but not including any Exchange Notes issued in exchange
therefor.

         "INITIAL NOTES" means the Notes issued on the Issue Date and any
Notes issued in replacement thereof, but not including any Exchange Notes issued
in exchange therefor.



                                        6

<PAGE>


         "INITIAL PURCHASERS" means the initial purchasers party to a purchase
agreement with the Company relating to the sale of the Initial Notes or Initial
Additional Notes by the Company.

         "INTEREST", in respect of the Notes, unless the context otherwise
requires, refers to interest and Additional Interest, if any.

         "INTEREST PAYMENT DATE" means each June 1st and December 1st of each
year, commencing June 1, 2002.

         "ISSUE DATE" means the first date on which the Original Notes are
initially issued under the Indenture.

         "LIEN" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof, other than ordinary course
operating leases, and including in connection with any Capital Lease
Obligation).

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

         "NON-U.S. PERSON" means a Person that is not a U.S. person, as
defined in Regulation S.

         "NOTES" has the meaning assigned to such term in the Recitals.

         "NOTE GUARANTY" means the guaranty of the Notes by a Guarantor
pursuant to the Indenture.

         "OBLIGATIONS" means, with respect to any Debt, all obligations
(whether in existence on the Issue Date or arising afterwards, absolute or
contingent, direct or indirect) for or in respect of principal (when due, upon
acceleration, upon redemption, upon mandatory repayment or repurchase pursuant
to a mandatory offer to purchase, or otherwise), premium, interest, penalties,
fees, indemnification, reimbursement and other amounts payable and liabilities
with respect to such Debt, including all interest accrued or accruing after the
commencement of any bankruptcy, insolvency or reorganization or similar case or
proceeding at the contract rate (including, without limitation, any contract
rate applicable upon default) specified in the relevant documentation, whether
or not the claim for such interest is allowed as a claim in such case or
proceeding.

         "OFFICER" means the chairman of the Board of Directors, the president
or chief executive officer, any vice president, the chief financial officer, the
treasurer



                                        7

<PAGE>


or any assistant treasurer, or the secretary or any assistant secretary, of the
Company.

         "OFFICERS' CERTIFICATE" means a certificate signed in the name of the
Company (i) by the chairman of the Board of Directors, the president or chief
executive officer, treasurer or a vice president and (ii) by the chief financial
officer, or any assistant treasurer or the secretary or any assistant secretary.

         "OFFSHORE GLOBAL NOTE" means a Global Note representing Notes issued
and sold pursuant to Regulation S.

         "OPINION OF COUNSEL" means a written opinion signed by legal counsel,
who may be an employee of or counsel to the Company, satisfactory in its
reasonable discretion to the Trustee.

         "ORIGINAL NOTES" means the Initial Notes and any Exchange Notes
issued in exchange therefor.

         "PAYING AGENT" refers to a Person engaged to perform the obligations
of the Trustee in respect of payments made or funds held hereunder in respect of
the Notes.

         "PERMANENT OFFSHORE GLOBAL NOTE" means an Offshore Global Note that
does not bear the Temporary Offshore Global Note Legend.

         "PERSON" means an individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity, including a
government or political subdivision or an agency or instrumentality thereof.

         "PRINCIPAL" of any Debt means the principal amount of such Debt (or
if such Debt was issued with original issue discount, the face amount of such
Debt less the remaining unamortized portion of the original issue discount of
such Debt), together with, unless the context otherwise indicates, any premium
then payable on such Debt.

         "PRINCIPAL PROPERTY" means any distribution facility, warehouse
facility or group of tractors and/or trailers owned or subsequently acquired by
the Company or any Subsidiary, which has a gross book value (including related
land, improvements, machinery and equipment without deduction of any
depreciation reserves) which on the date as of which the determination is being
made exceeds 0.5% of the Company's Consolidated Net Tangible Assets.



                                        8

<PAGE>


         "RATING AGENCY" means (i) S&P, (ii) Moody's or (iii) if neither S&P
or Moody's is rating the Notes, another recognized rating agency, selected by
the Company.

         "REFERENCE TREASURY DEALER" means each of Credit Suisse First Boston
Corporation and any three of the Initial Purchasers (each, a "Primary Treasury
Dealer") appointed by the Company; provided, however, that if any of the
foregoing shall cease to be a Primary Treasury Dealer, the Company shall
substitute in its place another Primary Treasury Dealer.

         "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.

         "REGISTER" has the meaning assigned to such term in Section 2.09(a).

         "REGISTRAR" means a Person engaged to maintain the Register.

         "REGISTRATION RIGHTS AGREEMENT" means (i) the Registration Rights
Agreement dated on or about the Issue Date between the Company and the Initial
Purchasers party thereto with respect to the Initial Notes, and (ii) with
respect to any Additional Notes, any registration rights agreements between the
Company and the Initial Purchasers party thereto relating to rights given by the
Company to the purchasers of Additional Notes to register such Additional Notes
or exchange them for Notes registered under the Securities Act.

         "REGULAR RECORD DATE" for the interest payable on any Interest
Payment Date means the May 15th or November 15th (whether or not a Business Day)
next preceding such Interest Payment Date.

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

         "REGULATION S CERTIFICATE" means a certificate substantially in the
form of Exhibit E hereto.

         "REIMER AGREEMENTS" means the $10,000,000 credit facility to which
Reimer Express Lines Ltd. ("REIMER") is the borrower as evidenced by the
Agreement re: Operating Line, dated as of April 29, 1997, together with related
documents, among Reimer and The Bank of Nova Scotia, as amended to the date
hereof and as may be amended from time to time.



                                        9

<PAGE>


         "RESTRICTED LEGEND" means the legend set forth in Exhibit C.


         "RESTRICTED PERIOD" means the relevant 40-day distribution compliance
period as defined in Regulation S.

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

         "RULE 144A CERTIFICATE" means (i) a certificate substantially in the
form of Exhibit F hereto or (ii) a written certification addressed to the
Company and the Trustee to the effect that the Person making such certification
(x) is acquiring such Note (or beneficial interest) for its own account or one
or more accounts with respect to which it exercises sole investment discretion
and that it and each such account is a qualified institutional buyer within the
meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as
applicable, is being made in reliance upon the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that
it has received such information regarding the Company as it has requested
pursuant to Rule 144A(d)(4) or has determined not to request such information.

         "S&P" means Standard & Poor's Ratings Group, a division of McGraw
Hill, Inc. and its successors.

         "SALE AND LEASEBACK TRANSACTION" has the meaning assigned to such
term in Section 4.07.

         "SECURITIES ACT" means the Securities Act of 1933.

         "SECURED DEBT" means Debt that is secured by a Lien on any (i)
Principal Property, (ii) shares of stock owned by the Company or a Subsidiary in
a Subsidiary or (iii) Debt of a Subsidiary held by the Company or a Subsidiary
(in each case whether owned on the date of the Indenture or thereafter acquired
or created); provided , that neither Debt under the Credit Agreement, the Reimer
Agreements nor the notes shall be deemed Secured Debt.

         "SECURITY DOCUMENTS" means (i) the Pledge, Security and Intercreditor
Agreement dated as of the Issue Date among the Company, the Collateral Agent,
the Trustee and the administrative agent under the Credit Agreement, and (ii)
any other pledge agreements, security agreements, mortgages, deeds of trust or
other agreements or instruments between the Company and/or any of its
Subsidiaries and the Collateral Agent granting Liens on any asset of the Company
or any of its Subsidiaries to secure the Credit Agreement and Note Obligations,
in each case as amended, modified, restated or supplemented from time to time.


                                       10

<PAGE>


         "SENIOR DEBT" of the Company or of a Guarantor, as the case may be,
means all Obligations with respect to Debt of the Company or such Guarantor, as
relevant, whether outstanding on the Issue Date or thereafter created, except
for Debt which, in the instrument creating or evidencing the same, is expressly
stated to be not senior in right of payment to the Notes or, in respect of such
Guarantor, its Note Guaranty; provided that Senior Debt does not include (i) any
obligation to the Company or any Subsidiary, (ii) trade payables or (iii) any
Debt Incurred in violation of the Indenture.

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

         "STATED MATURITY" means with respect to any Debt, the date specified as
the fixed date on which the final installment of principal of such Debt is due
and payable.

         "SUBORDINATED DEBT" means any Debt of the Company or any Guarantor
which is subordinated in right of payment to the Notes or the Note Guaranty, as
applicable, pursuant to a written agreement to that effect.

         "SUBSIDIARY" means with respect to any Person, any corporation,
association or other business entity of which more than 50% of the outstanding
Voting Stock is owned, directly or indirectly, by, or, in the case of a
partnership, the sole general partner or the managing partner or the only
general partners of which are, such Person and one or more Subsidiaries of such
Person (or a combination thereof). Unless otherwise specified, "Subsidiary"
means a Subsidiary of the Company.

         "10% SUBSIDIARY GUARANTOR" has the meaning assigned to such term in
Section 5.02.

         "TEMPORARY OFFSHORE GLOBAL NOTE" means an Offshore Global Note that
bears the Temporary Offshore Global Note Legend.

         "TEMPORARY OFFSHORE GLOBAL NOTE LEGEND" means the legend set forth in
Exhibit H.

         "TREASURY RATE" means, with respect to any redemption date for the
notes, (i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
established yields on actively traded United States Treasury securities adjusted
to



                                       11

<PAGE>


constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the maturity date for the notes being
redeemed yields for the two published maturities most closely corresponding to
the Comparable Treasury Issue shall be determined and the Treasury Rate shall be
interpolated from such yields on a straight line basis, rounding to the nearest
month) or (ii) if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, expressed as a percentage of its principal amount,
calculated using a price for the Comparable Treasury Price for such redemption
date. The Treasury Rate shall be calculated by the Independent Investment Banker
on the third Business Day preceding the redemption date.

         "TRUSTEE" means the party named as such in the first paragraph of the
Indenture or any successor trustee under the Indenture pursuant to Article 7.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939.

         "U.S. GLOBAL NOTE" means a Global Note that bears the Restricted Legend
representing Notes issued and sold pursuant to Rule 144A.

         "U.S. GOVERNMENT OBLIGATIONS" means obligations issued or directly
and fully guaranteed or insured by the United States of America or by any agent
or instrumentality thereof, provided that the full faith and credit of the
United States of America is pledged in support thereof.

         "VOTING STOCK" means, with respect to any Person, Capital Stock of
any class or kind ordinarily having the power to vote for the election of
directors, managers or other voting members of the governing body of such
Person.

         SECTION 1.02. Rules of Construction. Unless the context otherwise
requires or except as otherwise expressly provided,

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

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

         (3) all references to Sections or Articles or Exhibits refer to
Sections or Articles or Exhibits of or to the Indenture unless otherwise
indicated;



                                       12

<PAGE>



                  (4) references to agreements or instruments, or to statutes or
         regulations, are to such agreements or instruments, or statutes or
         regulations, as amended from time to time (or to successor statutes and
         regulations); and


                  (5) in the event that a transaction meets the criteria of more
         than one category of permitted transactions or listed exceptions the
         Company may classify such transaction as it, in its sole discretion,
         determines.

                                    ARTICLE 2
                                    THE NOTES

         SECTION 2.01. Form, Dating and Denominations; Legends. (a) The Notes
and the Trustee's certificate of authentication will be substantially in the
form attached as Exhibit A. The terms and provisions contained in the form of
the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part
of the Indenture. The Notes may have notations, legends or endorsements required
by law, rules of or agreements with national securities exchanges to which the
Company is subject, or usage. Each Note will be dated the date of its
authentication. The Notes will be issuable in denominations of $1,000 in
principal amount and integral multiples thereof.

                  (b)(1) Except as otherwise provided in paragraph (c), Section
         2.10(b)(3), (b)(5) or (c) or Section 2.09(b)(4), each Initial Note or
         Initial Additional Note (other than a Permanent Offshore Global Note)
         will bear the Restricted Legend.

                  (2) Each Global Note, whether or not an Initial Note or
         Additional Note, will bear the DTC Legend.

                  (3) Each Temporary Offshore Global Note will bear the
         Temporary Offshore Global Note Legend.

                  (4) Initial Notes and Initial Additional Notes offered and
         sold in reliance on Regulation S will be issued as provided in Section
         2.11(a).

                  (5) Exchange Notes will be issued, subject to Section 2.09(b),
         in the form of one or more Global Notes.


                  (c) (1) If the Company determines (upon the advice of counsel
         and such other certifications and evidence as the Company may
         reasonably require) that a Note is eligible for resale pursuant to Rule
         144(k) under the



                                       13

<PAGE>



                  Securities Act (or a successor provision) and that the
                  Restricted Legend is no longer necessary or appropriate in
                  order to ensure that subsequent transfers of the Note (or a
                  beneficial interest therein) are effected in compliance with
                  the Securities Act, or

                           (2) after an Initial Note or any Initial Additional
                  Note is


                                    (x) sold pursuant to an effective
                           registration statement under the Securities Act,
                           pursuant to the Registration Rights Agreement or
                           otherwise, or (y) is validly tendered for exchange
                           into an Exchange Note pursuant to an Exchange Offer

the Company may instruct the Trustee to cancel the Note and issue to the Holder
thereof (or to its transferee) a new Note of like tenor and amount, registered
in the name of the Holder thereof (or its transferee), that does not bear the
Restricted Legend, and the Trustee will comply with such instruction.

         (d) By its acceptance of any Note bearing the Restricted Legend (or any
beneficial interest in such a Note), each Holder thereof and each owner of a
beneficial interest therein acknowledges the restrictions on transfer of such
Note (and any such beneficial interest) set forth in this Indenture and in the
Restricted Legend and agrees that it will transfer such Note (and any such
beneficial interest) only in accordance with the Indenture and such legend.

         SECTION 2.02. Execution and Authentication; Exchange Notes; Additional
Notes. (a) An Officer shall execute the Notes for the Company by facsimile or
manual signature in the name and on behalf of the Company. If an Officer whose
signature is on a Note no longer holds that office at the time the Note is
authenticated, the Note will still be valid.

         (b) A Note will not be valid until the Trustee manually signs the
certificate of authentication on the Note, with the signature conclusive
evidence that the Note has been authenticated under the Indenture.

         (c) At any time and from time to time after the execution and delivery
of the Indenture, the Company may deliver Notes executed by the Company to the
Trustee for authentication. The Trustee will authenticate and deliver

                  (i) Initial Notes for original issue in the aggregate
         principal amount not to exceed $225,000,000,

                  (ii) Initial Additional Notes from time to time for original
         issue in aggregate principal amounts specified by the Company, and



                                       14

<PAGE>


                  (iii) Exchange Notes from time to time for issue in exchange
         for a like principal amount of Initial Notes or Initial Additional
         Notes

after the following conditions have been met:

                  (1) Receipt by the Trustee of an Officers' Certificate
         specifying

                           (A) the amount of Notes to be authenticated and the
                  date on which the Notes are to be authenticated,

                           (B) whether the Notes are to be Initial Notes,
                  Additional Notes or Exchange Notes,

                           (C) in the case of Initial Additional Notes, that the
                  issuance of such Notes does not contravene any provision of
                  Article 4,

                           (D) whether the Notes are to be issued as one or more
                  Global Notes or Certificated Notes, and


                           (E) other information the Company may determine to
                  include or the Trustee may reasonably request.


                  (2) In the case of Initial Additional Notes, receipt by the
         Trustee of an Opinion of Counsel confirming that the Holders of the
         outstanding Notes will be subject to federal income tax in the same
         amounts, in the same manner and at the same times as would have been
         the case if such Additional Notes were not issued.

                  (3) In the case of Exchange Notes, effectiveness of an
         Exchange Offer Registration Statement and consummation of the exchange
         offer thereunder (and receipt by the Trustee of an Officers'
         Certificate to that effect). Initial Notes or Initial Additional Notes
         exchanged for Exchange Notes will be cancelled by the Trustee.

         SECTION 2.03. Registrar, Paying Agent and Authenticating Agent; Paying
Agent to Hold Money in Trust. (a) The Company may appoint one or more Registrars
and one or more Paying Agents, and the Trustee may appoint an Authenticating
Agent, in which case each reference in the Indenture to the Trustee in respect
of the obligations of the Trustee to be performed by that Agent will be deemed
to be references to the Agent. The Company may act as Registrar or (except for
purposes of Article 8) Paying Agent. In each case the Company and the Trustee
will enter into an appropriate agreement with the Agent implementing the
provisions of the Indenture relating to the obligations of the Trustee to be



                                       15

<PAGE>


performed by the Agent and the related rights. The Company initially appoints
the Trustee as Registrar and Paying Agent. The Company may change the Registrar
or Paying Agent without notice to any Holder.

         (b) The Company will require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit of
the Holders or the Trustee all money held by the Paying Agent for the payment of
principal of and interest on the Notes and will promptly notify the Trustee of
any default by the Company in making any such payment. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee and
account for any funds disbursed, and the Trustee may at any time during the
continuance of any payment default, upon written request to a Paying Agent,
require the Paying Agent to pay all money held by it to the Trustee and to
account for any funds disbursed. Upon doing so, the Paying Agent will have no
further liability for the money so paid over to the Trustee.

         SECTION 2.04. Replacement Notes. If a mutilated Note is surrendered to
the Trustee or the Company or if a Holder claims that its Note has been lost,
destroyed or wrongfully taken, the Company will issue and the Trustee will
authenticate a replacement Note of like tenor and principal amount and bearing a
number not contemporaneously outstanding. Every replacement Note is an
additional obligation of the Company and entitled to the benefits of the
Indenture. If required by the Trustee or the Company, an indemnity must be
furnished by the Holder that is sufficient in the judgment of both the Trustee
and the Company to protect the Company and the Trustee from any loss they may
suffer if a Note is replaced. The Company may charge the Holder for the expenses
of the Company and the Trustee in replacing a Note. In case the mutilated, lost,
destroyed or wrongfully taken Note has become or is about to become due and
payable, the Company in its discretion may pay the Note instead of issuing a
replacement Note.

         SECTION 2.05. Outstanding Notes. (a) Notes outstanding at any time are
all Notes that have been authenticated by the Trustee except for

                  (1) Notes cancelled by the Trustee or delivered to it for
         cancellation;

                  (2) any Note which has been replaced pursuant to Section 2.04
         unless and until the Trustee and the Company receive proof satisfactory
         to them that the replaced Note is held by a bona fide purchaser; and

                  (3) on or after the maturity date or any redemption date,
         those Notes payable or to be redeemed or purchased on that date for
         which the Trustee (or Paying Agent, other than the Company or an
         Affiliate of the Company) holds money sufficient to pay all amounts
         then due.


                                       16

<PAGE>


         (b) A Note does not cease to be outstanding because the Company or one
of its Affiliates holds the Note, provided that in determining whether the
Holders of the requisite principal amount of the outstanding Notes have given or
taken any request, demand, authorization, direction, notice, consent, waiver or
other action hereunder, Notes owned by the Company or any Affiliate of the
Company will be disregarded and deemed not to be outstanding (it being
understood that in determining whether the Trustee is protected in relying upon
any such request, demand, authorization, direction, notice, consent, waiver or
other action, only Notes which the Trustee knows to be so owned will be so
disregarded). Notes so owned which have been pledged in good faith may be
regarded as outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Company or any Affiliate of the Company.

         SECTION 2.06. Temporary Notes. Until definitive Notes are ready for
delivery, the Company may prepare and the Trustee will authenticate temporary
Notes. Temporary Notes will be substantially in the form of definitive Notes but
may have insertions, substitutions, omissions and other variations determined to
be appropriate by the Officer executing the temporary Notes, as evidenced by the
execution of the temporary Notes. If temporary Notes are issued, the Company
will cause definitive Notes to be prepared without unreasonable delay. After the
preparation of definitive Notes, the temporary Notes will be exchangeable for
definitive Notes upon surrender of the temporary Notes at the office or agency
of the Company designated for the purpose pursuant to Section 4.02, without
charge to the Holder. Upon surrender for cancellation of any temporary Notes the
Company will execute and the Trustee will authenticate and deliver in exchange
therefor a like principal amount of definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes will be entitled to the
same benefits under the Indenture as definitive Notes.

         SECTION 2.07. Cancellation. The Company at any time may deliver to
the Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold. Any Registrar or the Paying
Agent will forward to the Trustee any Notes surrendered to it for transfer,
exchange or payment. The Trustee will cancel all Notes surrendered for transfer,
exchange, payment or cancellation and dispose of them in accordance with its
normal procedures or the written instructions of the Company. The Trustee shall
deliver certification of all cancelled Notes to the Company. The Company may not
issue new Notes to replace Notes it has paid in full or delivered to the Trustee
for cancellation.



                                       17

<PAGE>


         SECTION 2.08. CUSIP and CINS Numbers. The Company in issuing the Notes
may use "CUSIP" and "CINS" numbers, and the Trustee will use CUSIP numbers or
CINS numbers in notices of redemption or exchange as a convenience to Holders.
Any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Notes or as contained in any notice of
redemption or exchange. The Company will promptly notify the Trustee of any
change in the CUSIP or CINS numbers.

         SECTION 2.09. Registration, Transfer and Exchange. (a) The Notes will
be issued in registered form only, without coupons, and the Company shall cause
the Trustee to maintain a register (the "REGISTER") of the Notes, for
registering the record ownership of the Notes by the Holders and transfers and
exchanges of the Notes.

                  (b) (1) Each Global Note will be registered in the name of the
         Depositary or its nominee. The Depositary shall be a clearing agency
         registered under the Exchange Act. The Company initially appoints DTC
         to act as Depositary with respect to the Notes in global form.
         Initially, the Global Notes shall be issued to the Depositary,
         registered in the name of Cede & Co., as the nominee of the Depositary,
         and deposited with the Trustee as custodian for Cede & Co. So long as
         DTC is serving as the Depositary thereof, each Global Note will bear
         the DTC Legend.


                  (2) Each Global Note will be delivered to the Trustee as
         custodian for the Depositary. Transfers of a Global Note (but not a
         beneficial interest therein) will be limited to transfers thereof in
         whole, but not in part, by the Depositary to a nominee of the
         Depositary or by a nominee of the Depositary to the Depositary or
         another nominee of the Depositary or by the Depositary or any such
         nominee to a successor Depositary or a nominee of such successor
         Depositary except as set forth in Section 2.09(b)(4).


                  (3) Agent Members will have no rights under the Indenture with
         respect to any Global Note held on their behalf by the Depositary, and
         the Depositary may be treated by the Company, the Trustee and any agent
         of the Company or the Trustee as the absolute owner and Holder of such
         Global Note for all purposes whatsoever. Notwithstanding the foregoing,
         the Depositary or its nominee may grant proxies and otherwise authorize
         any Person (including any Agent Member and any Person that holds a
         beneficial interest in a Global Note through an Agent Member) to take
         any action which a Holder is entitled to take under the Indenture or
         the Notes, and nothing herein will impair, as between the Depositary
         and its Agent Members, the operation of customary practices governing
         the exercise of the rights of a holder of any security.



                                       18

<PAGE>



                  (4) If (x) the Depositary notifies the Company that it is
         unwilling or unable to continue as Depositary for a Global Note and a
         successor depositary is not appointed by the Company within 90 days of
         the notice or (y) an Event of Default has occurred and is continuing
         and the Trustee has received a request from the Depositary or (z) the
         Company notifies the Trustee to effect such exchange, the Trustee will
         promptly exchange each beneficial interest in the Global Note for one
         or more Certificated Notes in authorized denominations having an equal
         aggregate principal amount and registered in the name of the owner of
         such beneficial interest, as identified to the Trustee by the
         Depositary, and thereupon the Global Note will be deemed canceled. If
         such Note does not bear the Restricted Legend, then the Certificated
         Notes issued in exchange therefor will not bear the Restricted Legend.
         If such Note bears the Restricted Legend, then the Certificated Notes
         issued in exchange therefor will bear the Restricted Legend, provided
         that any Holder of any such Certificated Note issued in exchange for a
         beneficial interest in a Temporary Offshore Global Note will have the
         right upon presentation to the Trustee of a duly completed Certificate
         of Beneficial Ownership after the Restricted Period to exchange such
         Certificated Note for a Certificated Note of like tenor and amount that
         does not bear the Restricted Legend, registered in the name of such
         Holder.

         (c) Each Certificated Note will be registered in the name of the holder
thereof or its nominee.

         (d) A Holder may transfer a Note (or a beneficial interest therein) to
another Person or exchange a Note (or a beneficial interest therein) for another
Note or Notes of any authorized denomination by presenting to the Trustee a
written request therefor stating the name of the proposed transferee or
requesting such an exchange, accompanied by any certification, opinion or other
document required by Section 2.10. The Trustee will promptly register any
transfer or exchange that meets the requirements of this Section by noting the
same in the register maintained by the Trustee for the purpose; provided that

                  (x) no transfer or exchange will be effective until it is
         registered in such register and


                  (y) the Trustee will not be required (i) to issue, register
         the transfer of or exchange any Note for a period of 15 days before a
         selection of Notes to be redeemed or purchased, (ii) to register the
         transfer of or exchange any Note so selected for redemption or purchase
         in whole or in part, except, in the case of a partial redemption or
         purchase, that portion of any Note not being redeemed or purchased, or
         (iii) if a redemption or a



                                       19

<PAGE>


         purchase is to occur after a Regular Record Date but on or before the
         corresponding Interest Payment Date, to register the transfer of or
         exchange any Note on or after the Regular Record Date and before the
         date of redemption or purchase. Prior to the registration of any
         transfer, the Company, the Trustee and their agents will treat the
         Person in whose name the Note is registered as the owner and Holder
         thereof for all purposes (whether or not the Note is overdue), and will
         not be affected by notice to the contrary.

         From time to time the Company will execute and the Trustee will
authenticate additional Notes as necessary in order to permit the registration
of a transfer or exchange in accordance with this Section.

         No service charge will be imposed in connection with any transfer or
exchange of any Note, 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 a transfer tax or other similar governmental charge
payable upon exchange pursuant to subsection (b)(4)).

         (e) (1) Global Note to Global Note. If a beneficial interest in a
Global Note is transferred or exchanged for a beneficial interest in another
Global Note, the Trustee will (x) record a decrease in the principal amount of
the Global Note being transferred or exchanged equal to the principal amount of
such transfer or exchange and (y) record a like increase in the principal amount
of the other Global Note. Any beneficial interest in one Global Note that is
transferred to a Person who takes delivery in the form of an interest in another
Global Note, or exchanged for an interest in another Global Note, will, upon
transfer or exchange, cease to be an interest in such Global Note and become an
interest in the other Global Note and, accordingly, will thereafter be subject
to all transfer and exchange restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

                  (2) Global Note to Certificated Note. If a beneficial
         interest in a Global Note is transferred or exchanged for a
         Certificated Note, the Trustee will (x) record a decrease in the
         principal amount of such Global Note equal to the principal amount of
         such transfer or exchange and (y) deliver one or more new Certificated
         Notes in authorized denominations having an equal aggregate principal
         amount to the transferee (in the case of a transfer) or the owner of
         such beneficial interest (in the case of an exchange), registered in
         the name of such transferee or owner, as applicable.

                  (3) Certificated Note to Global Note. If a Certificated Note
         is transferred or exchanged for a beneficial interest in a Global Note,
         the



                                       20

<PAGE>


         Trustee will (x) cancel such Certificated Note, (y) record an increase
         in the principal amount of such Global Note equal to the principal
         amount of such transfer or exchange and (z) in the event that such
         transfer or exchange involves less than the entire principal amount of
         the canceled Certificated Note, deliver to the Holder thereof one or
         more new Certificated Notes in authorized denominations having an
         aggregate principal amount equal to the untransferred or unexchanged
         portion of the canceled Certificated Note, registered in the name of
         the Holder thereof.

                  (4) Certificated Note to Certificated Note. If a Certificated
         Note is transferred or exchanged for another Certificated Note, the
         Trustee will (x) cancel the Certificated Note being transferred or
         exchanged, (y) deliver one or more new Certificated Notes in authorized
         denominations having an aggregate principal amount equal to the
         principal amount of such transfer or exchange to the transferee (in the
         case of a transfer) or the Holder of the canceled Certificated Note (in
         the case of an exchange), registered in the name of such transferee or
         Holder, as applicable, and (z) if such transfer or exchange involves
         less than the entire principal amount of the canceled Certificated
         Note, deliver to the Holder thereof one or more Certificated Notes in
         authorized denominations having an aggregate principal amount equal to
         the untransferred or unexchanged portion of the canceled Certificated
         Note, registered in the name of the Holder thereof.

         SECTION 2.10. Restrictions on Transfer and Exchange. (a) The transfer
or exchange of any Note (or a beneficial interest therein) may only be made in
accordance with this Section and Section 2.09 and, in the case of a Global Note
(or a beneficial interest therein), the applicable rules and procedures of the
Depositary. The Trustee shall refuse to register any requested transfer or
exchange that does not comply with the preceding sentence.

         (b) Subject to paragraph (c), the transfer or exchange of any Note (or
a beneficial interest therein) of the type set forth in column A below for a
Note (or a beneficial interest therein) of the type set forth opposite in column
B below may only be made in compliance with the certification requirements (if
any) described in the clause of this paragraph set forth opposite in column C
below.

<TABLE>
<CAPTION>
                 A                           B                     C
<S>                      <C>                                    <C>
  U.S. Global Note         U.S. Global Note                         (1)
  U.S. Global Note         Offshore Global Note                     (2)
  U.S. Global Note         Certificated Note                        (3)
  Offshore Global Note     U.S. Global Note                         (4)
  Offshore Global Note     Offshore Global Note                     (1)
  Offshore Global Note     Certificated Note                        (5)
  Certificated Note        U.S. Global Note                         (4)
</TABLE>



                                       21

<PAGE>


                  A                             B                    C
   Certificated Note           Offshore Global Note                 (2)
   Certificated Note           Certificated Note                    (3)



                  (1) No certification is required.


                  (2) The Person requesting the transfer or exchange must
         deliver or cause to be delivered to the Trustee a duly completed
         Regulation S Certificate; provided that if the requested transfer or
         exchange is made by the Holder of a Certificated Note that does not
         bear the Restricted Legend, then no certification is required.


                  (3) The Person requesting the transfer or exchange must
         deliver or cause to be delivered to the Trustee (x) a duly completed
         Rule 144A Certificate, (y) a duly completed Regulation S Certificate,
         and/or an Opinion of Counsel and such other certifications and evidence
         as the Company may reasonably require in order to determine that the
         proposed transfer or exchange is being made in compliance with the
         Securities Act and any applicable state securities laws or blue sky
         laws; provided that if the requested transfer or exchange is made by
         the Holder of a Certificated Note that does not bear the Restricted
         Legend, then no certification is required. In the event that (i) the
         requested transfer or exchange takes place after the Restricted Period
         and a duly completed Regulation S Certificate is delivered to the
         Trustee or (ii) a Certificated Note that does not bear the Restricted
         Legend is surrendered for transfer or exchange, upon transfer or
         exchange the Trustee will deliver a Certificated Note that does not
         bear the Restricted Legend.


                  (4) The Person requesting the transfer or exchange must
         deliver or cause to be delivered to the Trustee a duly completed Rule
         144A Certificate.


                  (5) Notwithstanding anything to the contrary contained herein,
         no such exchange is permitted if the requested exchange involves a
         beneficial interest in a Temporary Offshore Global Note. If the
         requested transfer involves a beneficial interest in a Temporary
         Offshore Global Note, the Person requesting the transfer must deliver
         or cause to be delivered to the Trustee a duly completed Rule 144A
         Certificate and/or an Opinion of Counsel and such other certifications
         and evidence as the Company may reasonably require in order to
         determine that the proposed transfer is being made in compliance with
         the Securities Act and any applicable state securities laws or blue sky
         laws. If the requested transfer or exchange involves a beneficial
         interest in a Permanent Offshore Global Note, no certification is
         required and the Trustee will deliver a Certificated



                                       22

<PAGE>


         Note that does not bear the Restricted Legend.

         (c) No certification is required in connection with any transfer or
exchange of any Note (or a beneficial interest therein)

                  (1) after such Note is eligible for resale pursuant to Rule
         144(k) under the Securities Act (or a successor provision); provided
         that the Company has provided the Trustee with an Officer's Certificate
         to that effect, and the Company may require from any Person requesting
         a transfer or exchange in reliance upon this clause (1) an opinion of
         counsel and any other reasonable certifications and evidence in order
         to support such certificate; or


                  (2)(x) sold pursuant to an effective registration statement,
         pursuant to the Registration Rights Agreement or otherwise or (y) which
         is validly tendered for exchange into an Exchange Note pursuant to an
         Exchange Offer.

         Any Certificated Note delivered in reliance upon this paragraph will
not bear the Restricted Legend.

         (d) The Trustee will retain copies of all certificates, opinions and
other documents received in connection with the transfer or exchange of a Note
(or a beneficial interest therein), and the Company will have the right to
inspect and make copies thereof at any reasonable time upon written notice to
the Trustee.

         SECTION 2.11. Temporary Offshore Global Notes. (a) Each Note
originally sold by the Initial Purchasers in reliance upon Regulation S will be
evidenced by one or more Offshore Global Notes that bear the Temporary Offshore
Global Note Legend.

         (b) An owner of a beneficial interest in a Temporary Offshore Global
Note (or a Person acting on behalf of such an owner) may provide to the Trustee
(and the Trustee will accept) a duly completed Certificate of Beneficial
Ownership at any time after the Restricted Period (it being understood that the
Trustee will not accept any such certificate during the Restricted Period).
Promptly after acceptance of a Certificate of Beneficial Ownership with respect
to such a beneficial interest, the Trustee will cause such beneficial interest
to be exchanged for an equivalent beneficial interest in a Permanent Offshore
Global Note, and will (x) permanently reduce the principal amount of such
Temporary Offshore Global Note by the amount of such beneficial interest and (y)
increase the principal amount of such Permanent Offshore Global Note by the
amount of such beneficial interest.



                                       23

<PAGE>


         (c) Notwithstanding anything to the contrary contained herein,
beneficial interests in a Temporary Offshore Global Note may be held through the
Depositary only through Euroclear and Clearstream and their respective direct
and indirect participants.

         (d) Notwithstanding paragraph (b), if after the Restricted Period any
Initial Purchaser owns a beneficial interest in a Temporary Offshore Global
Note, such Initial Purchaser may, upon written request to the Trustee
accompanied by a certification as to its status as an Initial Purchaser,
exchange such beneficial interest for an equivalent beneficial interest in a
Permanent Offshore Global Note, and the Trustee will comply with such request
and will (x) permanently reduce the principal amount of such Temporary Offshore
Global Note by the amount of such beneficial interest and (y) increase the
principal amount of such Permanent Offshore Global Note by the amount of such
beneficial interest.

                                   ARTICLE 3
                                  REDEMPTION

         SECTION 3.01. Optional Redemption. At any time and from time to time,
the Company may redeem the Notes, in whole or in part, at a redemption price
equal to the greater of (a) 100% of the principal amount of such Notes, or (b)
the sum of the present values of the remaining scheduled payments of principal
and interest on such notes from the redemption date to the applicable maturity
date of the Notes being redeemed discounted, in either case, to the redemption
date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 50 basis points, plus in either (a) or (b),
any interest accrued but not paid to the date of redemption.

         SECTION 3.02. Method and Effect of Redemption. (a) If the Company
elects to redeem Notes, it must notify the Trustee of the redemption date and
the principal amount of Notes to be redeemed by delivering an Officers'
Certificate at least 60 days before the redemption date (unless a shorter period
is satisfactory to the Trustee). Any such notice may be cancelled at any time
prior to notice of such redemption being mailed to any Holder and shall thereby
be void and of no effect. If fewer than all of the Notes are being redeemed, the
Officers' Certificate must also specify a record date not less than 15 days
after the date of the notice of redemption is given to the Trustee, and the
Trustee will select the Notes to be redeemed pro rata, by lot or by any other
method the Trustee in its sole discretion deems fair and appropriate, in
denominations of $1,000 principal amount and multiples thereof. The Trustee will
notify the Company promptly of the Notes or portions of Notes to be called for
redemption. Notice of redemption must be mailed by First-class mail by the
Company or at the Company's request, by the Trustee in the name and at the
expense of the Company, to Holders whose Notes are to be redeemed at least 30
days but not more than 60 days before the



                                       24

<PAGE>


         redemption date.

         (b) The notice of redemption will identify the Notes to be redeemed and
will include or state the following:

                  (1) the redemption date;

                  (2) the redemption price, including the portion thereof
         representing any accrued interest;

                  (3) the place or places where Notes are to be surrendered for
         redemption;

                  (4) Notes called for redemption must be so surrendered in
         order to collect the redemption price;

                  (5) on the redemption date the redemption price will become
         due and payable on Notes called for redemption, and interest on Notes
         called for redemption will cease to accrue on and after the redemption
         date;

                  (6) if any Note is redeemed in part, on and after the
         redemption date, upon surrender of such Note, new Notes equal in
         principal amount to the unredeemed portion will be issued; and

                  (7) if any Note contains a CUSIP or CINS number, no
         representation is being made as to the correctness of the CUSIP or CINS
         number either as printed on the Notes or as contained in the notice of
         redemption and that the Holder should rely only on the other
         identification numbers printed on the Notes.

         (c) Once notice of redemption is sent to the Holders, Notes called for
redemption become due and payable at the redemption price on the redemption
date, and upon surrender of the Notes called for redemption, the Company shall
redeem such Notes at the redemption price. Commencing on the redemption date,
Notes redeemed will cease to accrue interest. Upon surrender of any Note
redeemed in part, the Holder will receive a new Note equal in principal amount
to the unredeemed portion of the surrendered Note.

         SECTION 3.03. No Mandatory Redemption. The Company shall not be
required to make mandatory redemptions of the Notes. The Notes shall not have
the benefit of any sinking fund.



                                       25

<PAGE>


                                   ARTICLE 4
                                   COVENANTS

         SECTION 4.01. Payment of Notes. (a) The Company agrees to pay the
principal of and interest on the Notes on the dates and in the manner provided
in the Notes and the Indenture. Not later than 10:00 A.M. (New York City time)
on the due date of any principal of or interest on any Notes, or any redemption
or purchase of the Notes, the Company will deposit with the Trustee (or Paying
Agent) money in immediately available funds sufficient to pay such amounts,
provided that if the Company or any Affiliate of the Company is acting as Paying
Agent, it will, on or before each due date, segregate and hold in a separate
trust fund for the benefit of the Holders a sum of money sufficient to pay such
amounts until paid to such Holders or otherwise disposed of as provided in the
Indenture. In the case the Company acts as Paying Agent, the Company will
promptly notify the Trustee of its compliance with this paragraph.

         (b) An installment of principal or interest will be considered paid on
the date due if the Trustee (or Paying Agent, other than the Company or any
Affiliate of the Company) holds on that date money designated for and sufficient
to pay the installment. If the Company or any Affiliate of the Company acts as
Paying Agent, an installment of principal or interest will be considered paid on
the due date only if paid to the Holders.

         (c) The Company agrees to pay interest on overdue principal, and, to
the extent lawful, overdue installments of interest at the rate per annum
specified in the Notes.

         (d) Payments in respect of the Notes represented by the Global Notes
are to be made by wire transfer of immediately available funds to the accounts
specified by the Holders of the Global Notes. With respect to Certificated
Notes, the Company will make all payments by wire transfer of immediately
available funds to the accounts specified by the Holders thereof or, if no such
account is specified, by mailing a check to each Holder's registered address.

         SECTION 4.02. Maintenance of Office or Agency. The Company will
maintain an office or agency where Notes may be surrendered for registration of
transfer or exchange or for presentation for payment and where notices and
demands to or upon the Company in respect of the Notes and the Indenture may be
served. The Company hereby initially designates the Corporate Trust Office of
the Trustee as such office of the Company. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company fails to maintain any such required
office or agency or fails to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served to the



                                       26

<PAGE>


         Trustee.

         The Company may also from time to time designate one or more other
offices or agencies where the Notes may be surrendered or presented for any of
such purposes and may from time to time rescind such designations. The Company
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

         SECTION 4.03. Existence. The Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence and
the existence of each of its Subsidiaries in accordance with their respective
organizational documents, and the material rights, licenses and franchises of
the Company and each Subsidiary, provided that the Company is not required to
preserve any such right, license or franchise, or the existence of any
Subsidiary, if the maintenance or preservation thereof is no longer desirable in
the conduct of the business of the Company and its Subsidiaries taken as a
whole; and provided further that this Section does not prohibit any transaction
otherwise permitted by Article 5.

         SECTION 4.04. Payment of Taxes and Other Claims. The Company will pay
or discharge, and cause each of its Subsidiaries to pay or discharge before the
same become delinquent (i) all material taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or its income or
profits or property, and (ii) all material lawful claims for labor, materials
and supplies that, if unpaid, might by law become a Lien upon the property of
the Company or any Subsidiary, other than any such tax, assessment, charge or
claim the amount, applicability or validity of which is being contested in good
faith by appropriate proceedings and for which adequate reserves have been
established.

         SECTION 4.05. Maintenance of Properties and Insurance. (a) The Company
will cause all material properties used or useful in 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 (reasonable wear and tear excepted) as in
the judgment of the Company may be necessary so that the business of the Company
and its Subsidiaries may be properly and advantageously conducted at all times;
provided that nothing in this Section prevents the Company or any Subsidiary
from discontinuing the use, operation or maintenance of any of such properties
or disposing of any of them, if such discontinuance or disposal is, in the
judgment of the Company, desirable in the conduct of the business of the Company
and its Subsidiaries taken as a whole.

         (b) The Company will provide or cause to be provided, for itself and
its Subsidiaries, insurance (including appropriate self-insurance) against loss
or damage of the kinds customarily insured against by corporations similarly
situated



                                       27

<PAGE>


and owning like properties with reputable insurers, in such amounts, with such
deductibles and by such methods as are customary for corporations similarly
situated in the industry in which the Company and its Subsidiaries are then
conducting business.

         SECTION 4.06. Limitation on Liens. (a) The Company will not, nor will
it permit any Subsidiary to, incur, issue, assume, guaranty or create any
Secured Debt, without effectively providing concurrently with the incurrence,
issuance, assumption, guaranty or creation of the Secured Debt that the Notes
will be secured equally and ratably with, or prior to, such Secured Debt,
unless, after giving effect thereto, the sum of:

         (i)      the aggregate amount of all outstanding Secured Debt of the
                  Company and its Subsidiaries; plus


         (ii)     all Attributable Debt in respect of sale and leaseback
                  transactions relating to a Principal Property, other than
                  Attributable Debt that is excluded pursuant to clauses (i) to
                  (iv) described under "Limitations on Sale and Leaseback
                  Transactions" below,

would not exceed 15% of the Company's Consolidated Net Tangible Assets.

         (b) The restriction in Section 4.06(a) will not apply to, and there
will be excluded from Secured Debt in any computation under this restriction,
Debt secured by:

                  (i) Liens on property, shares of capital stock or debt of any
         Person existing at the time such Person becomes a Subsidiary; provided
         that the Liens were not granted in contemplation of that Person
         becoming a Subsidiary;

                  (ii) Liens on property, shares of capital stock or debt
         existing at the time of acquisition thereof by the Company or any
         Subsidiary; provided that the Liens were not granted in contemplation
         of that acquisition;

                  (iii) Liens on property, shares of capital stock or Debt to
         secure or provide for the payment of all or any part of the purchase
         price thereof or the cost of construction, alteration or improvement
         thereof; provided that

                           (1) the amount secured does not exceed the purchase
                  price or cost of construction or improvement; and


                                       28

<PAGE>


                           (2) the Lien is created at the time of, or within
                  twelve months after the acquisition or the completion,
                  alteration or improvement of such property, whichever is
                  later;

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

                  (v) Liens incurred or assumed in connection with the issuance
         of revenue bonds the interest on which is exempt from Federal income
         taxation pursuant to Section 103(b) of the Internal Revenue Code;

                  (vi) Liens existing on the date of the Indenture (other than
         Liens of the type described in clause (iv));

                  (vii) Liens granted by Roadway Express, Inc. and Roadway
         Funding, Inc. pursuant to the Purchase and Contribution Agreement,
         dated as of November 21, 2001 and the Receivables Purchase Agreement,
         dated as of November 21, 2001; or

                  (viii) any extension, renewal, refunding or replacement of the
         foregoing (other than Liens of the type described in clause (iv));
         provided that the amount secured by the Lien is not increased and the
         Lien does not extend to any additional property or assets.

         SECTION 4.07. Limitation on Sale and Leaseback Transactions. (a) The
Company will not, nor will it permit any Subsidiary to, enter into any
arrangement with any person providing for the leasing by the Company or any
Subsidiary of any Principal Property of the Company or any Subsidiary, which
Principal Property has been or is to be sold or transferred by the Company or
such Subsidiary to such Person (a "SALE AND LEASEBACK TRANSACTION") unless:


                  (i) the Company or a Subsidiary would be entitled to create
         Debt secured by a Lien on the Principal Property to be leased, in a
         principal amount equal to the Attributable Debt with respect to such
         sale and leaseback transaction as described in Section 4.06 above,
         without equally and ratably securing the Notes pursuant to such
         Section;

                  (ii) (1) the property leased pursuant to such arrangement is
         sold for a price at least equal to such property's fair market value,
         as determined by an executive officer of the Company, and

                           (2) the Company or a Subsidiary, within 360 days
                  after the sale or transfer shall have been made by the Company
                  or a Subsidiary, shall apply an amount in cash equal to the
                  net proceeds of the sale or transfer of the Principal Property
                  leased pursuant to



                                       29

<PAGE>


                  such arrangement to:

                                    (A) the retirement of Debt of the Company or
                           any Subsidiary that is ranked equally with the Notes,
                           other than Debt owed to the Company or any
                           Subsidiary; provided, however , that no retirement
                           referred to in this clause (A) may be effected by
                           payment at maturity or pursuant to any mandatory
                           sinking fund payment provision of Debt; or

                                    (B) the purchase of additional Principal
                           Property used or to be used by the Company or any of
                           its Subsidiaries;

                  (iii) the sale and leaseback transaction is entered into
         between the Company and a Subsidiary or between Subsidiaries; or

                  (iv) the applicable lease is for a period, including renewals,
         of not more than three years.

         SECTION 4.08. Guaranties by Subsidiaries. (a) If and for so long as
any Subsidiary, directly or indirectly, Guaranties any Debt of the Company, such
Subsidiary shall provide a Note Guaranty, and, if the guaranteed Debt of the
Company is Subordinated Debt, the Guaranty of such guaranteed Debt must be
subordinated in right of payment to the Note Guaranty to at least the extent
that the guaranteed Debt is subordinated to the Notes.

         (b) The Company will cause any Subsidiary that Guaranties any Debt of
the Company to enter into and deliver a Note Guaranty (including any Subsidiary
that had previously been such a Guarantor and was subsequently released as a
Guarantor of the Notes). A Subsidiary required to provide a Note Guaranty shall
execute a supplemental indenture in the form of Exhibit B, and deliver an
Opinion of Counsel to the Trustee to the effect that the supplemental indenture
has been duly authorized, executed and delivered by the Subsidiary and
constitutes a valid and binding obligation of the Subsidiary, enforceable
against the Subsidiary in accordance with its terms (subject to customary
exceptions).

         SECTION 4.09. Equal and Ratable Liens. (a) To the extent the Company,
or any Subsidiary of the Company, grants a Lien to secure the obligations of the
Company, or the obligations of any Subsidiary of the Company, under the Credit
Agreement, the Company or such Subsidiary shall, contemporaneously with the
granting of such Lien, secure the Indenture Obligations equally and ratably with
the obligations of the Company, or the obligations of any Subsidiary of the
Company, under the Credit Agreement secured by such Lien.



                                       30

<PAGE>


         (b) From and after the date when any Lien granted in favor of the
holders of the Credit Agreement is released (and is not concurrently replaced
with any new Lien securing the Credit Agreement) the corresponding Lien securing
the Indenture Obligations will be released in conformity with the provisions of
Section 11.01(b).

         SECTION 4.10. Financial Reports. (a) Whether or not the Company is
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company must provide the Trustee and Holders with


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

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

within the time periods specified for this information in the Commission's rules
and regulations. Upon the effectiveness of an Exchange Offer Registration
Statement or Shelf Registration Statement, whether or not required by the
Commission, the Company will, if the Commission will accept the filing, file a
copy of all of the information and reports referred to in clauses (i) and (ii)
with the Commission for public availability within the time periods specified in
the Commission's rules and regulations. In addition, the Company will make the
information and reports available to securities analysts and prospective
investors upon request.

         (b) For so long as any of the notes remain outstanding and constitute
"restricted securities" under Rule 144, the Company will furnish to the holders
of the Notes and prospective investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

         (c) The Company shall comply with all of the applicable provisions of
the Trust Indenture Act Section 314(a).

         SECTION 4.11. Reports to Trustee. (a) The Company will deliver to the
Trustee within 120 days after the end of each fiscal year a certificate from the
principal executive, financial or accounting officer of the Company stating that
the officer has conducted or supervised a review of the activities of the
Company and its Subsidiaries and their performance under the Indenture and that,
based


                                       31

<PAGE>


upon such review, the Company has fulfilled its obligations hereunder or, if
there has been a Default, specifying the Default and its nature and status.

         (b) The Company will deliver to the Trustee, as soon as possible and in
any event within 30 days after the Company becomes aware or should reasonably
become aware of the occurrence of a Default, an Officers' Certificate setting
forth the details of the Default, and the action which the Company proposes to
take with respect thereto.

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

         (d) The Company will notify the Trustee when any Notes are listed on
any national securities exchange and of any delisting.

                                    ARTICLE 5
                MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS

         SECTION 5.01. Merger, Consolidation and Disposition of Assets by the
Company. (a) The Company shall not merge with, consolidate with or into, or
sell, convey, transfer, lease or otherwise dispose of all or substantially all
of its property and assets to, any Person or permit any Person to merge with or
into the Company unless:

                  (i) either

                           (1) the Company shall be the continuing Person or

                           (2) the resulting, surviving or transferee Person is
                  organized and validly existing under the laws of the United
                  States of America or any jurisdiction thereof and expressly
                  assumes by supplemental indenture all of the obligations of
                  the Company under the Indenture and the Notes; and the Company
                  shall have delivered to the Trustee an Opinion of Counsel
                  stating that such consolidation, merger or transfer and such
                  supplemental indenture complies with this provision and that
                  all conditions precedent provided for in the Indenture
                  relating to such transaction have been


                                       32

<PAGE>


                           complied with and that such supplemental indenture
                           constitutes the legal valid and binding obligation of
                           the Company or such successor enforceable against
                           such entity in accordance with its terms, subject to
                           customary exceptions; and

                           (ii) immediately after giving effect to the
                  transaction, no Default shall have occurred and be continuing;
                  and

                           (iii) the Company delivers to the Trustee an
                  Officers' Certificate stating that the consolidation, merger
                  or transfer and the supplemental indenture (if any) comply
                  with the Indenture;

                  (b) Upon the consummation of any transaction effected in
         accordance with these provisions, if the Company is not the continuing
         Person, the resulting, surviving or transferee Person will succeed to,
         and be substituted for, and may exercise every right and power of, the
         Company under the Indenture with the same effect as if such successor
         Person had been named as the Company in the Indenture. Upon such
         substitution, unless the successor is one or more of the Company's
         Subsidiaries, the Company will be released from its obligations under
         the Indenture and the Notes.

         SECTION 5.02. Consolidation or Sale of Assets by a Guarantor. (a) The
Company shall not sell or dispose of, or cause any Subsidiary to sell or dispose
of to any Person other than the Company or any Guarantor, any Guarantor whose
assets exceed 10% of the Company's consolidated total assets (determined as of
the date of the Company's most recent interim or fiscal year-end balance sheet
filed with the Commission prior to the date of the sale or disposition) (each, a
"10% SUBSIDIARY GUARANTOR") unless at least 80% of the net after-tax proceeds
of such sale or disposition will consist of any combination of:

                           (i) cash (including assumption by the acquiror of any
                  indebtedness of the Company or its Subsidiaries) or readily
                  marketable securities;

                           (ii) property or assets (other than current assets)
                  of a nature or type similar or related to the nature or type
                  of the property or assets of the Company and its Subsidiaries
                  existing on the date of such sale or disposition; or

                           (iii) interests in companies or businesses having
                  property or assets or engaged in businesses similar or related
                  to the nature or type of the property or assets or businesses
                  of the Company and its Subsidiaries on the date of such sale
                  or disposition.


                                       33

<PAGE>


         (b) The limitation in Section 5.02(a) will not apply to the sale or
disposition of the property or assets of a Guarantor normally disposed of by
such Guarantor in the ordinary course of its business consistent with past
practice.

         (c) In the event that the net after-tax proceeds from the sale or
disposition of a 10% Subsidiary Guarantor consist of cash or readily marketable
securities, the Company will apply, within 18 months of such sale or
disposition, an amount equal to 100% of the fair market value, as determined in
good faith by the Board of Directors, of such net after-tax proceeds to:

                           (i) repay unsubordinated Debt of the Company or any
                  Guarantor, in each case owing to a Person other than an
                  Affiliate of the Company;


                           (ii) invest in property or assets (other than current
                  assets) of a nature or type similar or related to the nature
                  or type of the property or assets of the Company and its
                  Subsidiaries existing on the date of such investment, provided
                  that if such property or assets are, following such
                  investment, owned directly by a Subsidiary that becomes a
                  guarantor under any of the Company's other Debt obligations,
                  such Subsidiary will become a Guarantor; or


                           (iii) invest in a Person or business having property
                  or assets or engaged in a business similar or related to the
                  nature or type of the property or assets or businesses of the
                  Company and its Subsidiaries on the date of such investment,
                  provided that if such Person or business, following such
                  investment, becomes a guarantor under any of the Company's
                  other Debt obligations, such Person or the Person owning such
                  business will become a Guarantor.

                                    ARTICLE 6
                              DEFAULT AND REMEDIES

         SECTION 6.01. Events of Default. An "EVENT OF DEFAULT" occurs if

                           (1) the Company defaults in the payment of the
                  principal (or premium, if any, on) any Note when the same
                  becomes due and payable at maturity, upon acceleration or
                  redemption, or otherwise;

                           (2) the Company defaults in the payment of interest
                  (including any Additional Interest) on any Note when the same
                  becomes due and payable, and the default continues for a
                  period of 30 days;

                           (3) the Company fails to comply with Sections
                  4.08(b), 5.01 or


                                       34

<PAGE>


                  5.02;

                           (4) the Company defaults in the performance of or
                  breaches any other covenant or agreement of the Company in the
                  Indenture and the default or breach continues for a period of
                  60 consecutive days after written notice to the Company by the
                  Trustee or to the Company and the Trustee by the Holders of
                  25% or more in aggregate principal amount of the Notes;

                           (5) there occurs with respect to any indebtedness for
                  money borrowed by the Company or any of its Subsidiaries
                  having an aggregate principal amount outstanding of at least
                  $10,000,000 a failure to pay when due, subject to any
                  applicable grace period, the principal at (x) Stated Maturity
                  or (y) acceleration prior thereto (and such payment default
                  shall not have been waived or such acceleration shall not have
                  been rescinded or such indebtedness shall not have been
                  discharged within 30 days following such payment default or
                  acceleration);

                           (6) an involuntary case or other proceeding is
                  commenced against the Company or any Guarantor with respect to
                  it or its debts under any bankruptcy, insolvency or other
                  similar law now or hereafter in effect seeking the appointment
                  of a trustee, receiver, liquidator, custodian or other similar
                  official of it or any substantial part of its property, and
                  such involuntary case or other proceeding remains undismissed
                  and unstayed for a period of 60 days; or an order for relief
                  is entered against the Company or any Guarantor under the
                  federal bankruptcy laws as now or hereafter in effect;

                           (7) the Company or any Guarantor (i) commences a
                  voluntary case under any applicable bankruptcy, insolvency or
                  other similar law now or hereafter in effect, or consents to
                  the entry of an order for relief in an involuntary case under
                  any such law, (ii) consents to the appointment of or taking
                  possession by a receiver, liquidator, assignee, custodian,
                  trustee, sequestrator or similar official of the Company or
                  any Guarantor or for all or substantially all of the property
                  and assets of the Company or any Guarantor or (iii) effects
                  any general assignment for the benefit of creditors (an event
                  of default specified in clause (6) or (7) a "BANKRUPTCY
                  DEFAULT"); or

                           (8) any Note Guaranty ceases to be in full force and
                  effect, other than in accordance with the terms of the
                  Indenture, or a Guarantor denies or disaffirms its obligations
                  under its Guaranty.

         SECTION 6.02. Acceleration. (a) If an Event of Default, other than a



                                       35

<PAGE>


         bankruptcy default with respect to the Company, occurs and is
         continuing under the Indenture, the Trustee or the Holders of at least
         25% in aggregate principal amount of the Notes then outstanding, by
         written notice to the Company (and to the Trustee if the notice is
         given by the Holders), may, and the Trustee at the request of such
         Holders shall, declare the principal of and accrued interest on the
         Notes to be immediately due and payable. Upon a declaration of
         acceleration, such principal and interest will become immediately due
         and payable. If a bankruptcy default occurs with respect to the
         Company, the principal of and accrued interest on the Notes then
         outstanding will become immediately due and payable without any
         declaration or other act on the part of the Trustee or any Holder.

                  (b) The Holders of a majority in aggregate principal amount of
         the outstanding Notes by written notice to the Company and to the
         Trustee may waive all past defaults and rescind and annul a declaration
         of acceleration and its consequences if

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

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

         SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue, in its own name or as trustee of an express
trust, any available remedy by proceeding at law or in equity to collect the
payment of principal of and interest on the Notes or to enforce the performance
of any provision of the Notes or the Indenture. The Trustee may maintain a
proceeding even if it does not possess any of the Notes or does not produce any
of them in the proceeding.

         SECTION 6.04. Waiver of Past Defaults. Except as otherwise provided in
Sections 6.02, 6.07 and 9.02, the Holders of a majority in aggregate principal
amount of the outstanding Notes may, by notice to the Trustee, waive an existing
Default and its consequences. Upon such waiver, the Default will cease to exist,
and any Event of Default arising therefrom will be deemed to have been cured,
but no such waiver will extend to any subsequent or other Default or impair any
right consequent thereon.

         SECTION 6.05. Control by Majority. The Holders of a majority in
aggregate principal amount of the outstanding Notes may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or


                                       36

<PAGE>


exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or the Indenture, that
may involve the Trustee in personal liability, or that the Trustee determines in
good faith may be unduly prejudicial to the rights of Holders of Notes not
joining in the giving of such direction, and may take any other action it deems
proper that is not inconsistent with any such direction received from Holders of
Notes.

         SECTION 6.06. Limitation on Suits. A Holder may not institute any
proceeding, judicial or otherwise, with respect to the Indenture or the Notes,
or for the appointment of a receiver or trustee, or for any other remedy under
the Indenture or the Notes, unless:

                  (1) the Holder has previously given to the Trustee written
         notice of a continuing Event of Default;

                  (2) Holders of at least 25% in aggregate principal amount of
         then outstanding Notes have made written request to the Trustee to
         institute proceedings in respect of the Event of Default in its own
         name as Trustee under the Indenture;

                  (3) Holders have offered to the Trustee indemnity reasonably
         satisfactory to the Trustee against any costs, liabilities or expenses
         to be incurred in compliance with such request;

                  (4) the Trustee for 60 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and

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

         SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding
anything to the contrary, the right of a Holder of a Note to receive payment of
principal of or interest on its Note on or after the Stated Maturities thereof,
or to bring suit for the enforcement of any such payment on or after such
respective dates, may not be impaired or affected without the consent of that
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 for the whole amount of principal and accrued
interest remaining unpaid, together with interest on overdue principal and, to
the extent lawful, overdue installments of interest, in each case at the rate
specified in the Notes, and such further amount as is sufficient to cover the
costs and expenses


                                       37

<PAGE>


of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel and any other amounts due
the Trustee hereunder.

         SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file
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 hereunder) and the
Holders allowed in any judicial proceedings relating to the Company or any
Guarantor or their respective creditors or property, and is entitled and
empowered to collect, receive and distribute any money, securities or other
property payable or deliverable upon any such claims. Any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, if the Trustee consents to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agent and counsel, and any other amounts due the Trustee hereunder.
Nothing in the Indenture will be deemed to empower the Trustee to authorize or
consent to, or accept or adopt on behalf of any Holder, any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

         SECTION 6.10. Priorities. If the Trustee collects any money pursuant
to this Article, it shall pay out the money in the following order:

                  First: to the Trustee for all amounts due hereunder;

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

                  Third: to the Company, the Guarantors or such other Person as
         a court of competent jurisdiction may direct.

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

         SECTION 6.11. Restoration of Rights and Remedies. If the Trustee or
any Holder has instituted a proceeding to enforce any right or remedy under the
Indenture and the proceeding has been discontinued or abandoned for any reason,


                                       38

<PAGE>


or has been determined adversely to the Trustee or to the Holder, then, subject
to any determination in the proceeding, the Company, any Guarantors, the Trustee
and the Holders will be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Company, any
Guarantors, the Trustee and the Holders will continue as though no such
proceeding had been instituted.

         SECTION 6.12. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under the Indenture or in any suit against the Trustee
for any action taken or omitted to be taken by it as Trustee, a court may
require any party litigant in such suit (other than the Trustee) to file an
undertaking to pay the costs of the suit, and the court may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant (other
than the Trustee) in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant. This Section does not apply
to a suit by a Holder to enforce payment of principal of or interest on any Note
on the respective due dates, or a suit by Holders of more than 10% in principal
amount of the outstanding Notes.

         SECTION 6.13. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement of lost, destroyed or wrongfully taken
Notes in Section 2.04, no right or remedy conferred or reserved to the Trustee
or to the Holders under this Indenture is intended to be exclusive of any other
right or remedy, and all such rights and remedies are, to the extent permitted
by law, cumulative and in addition to every other right and remedy hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
exercise of any right or remedy hereunder, or otherwise, will not prevent the
concurrent assertion or exercise of any other 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 accruing upon any
Event of Default will impair the exercise of any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

         SECTION 6.15. Waiver of Stay, Extension or Usury Laws. The Company
and each Guarantor covenants, to the extent that it may lawfully do so, that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or
other law that would prohibit or forgive the Company or the Guarantor from
paying all or any portion of the principal of, or interest on the Notes as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
that may affect the covenants or the performance of the Indenture. The Company
and each Guarantor


                                       39

<PAGE>


hereby expressly waives, to the extent that it may lawfully do so, 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 7
                                  THE TRUSTEE

         SECTION 7.01. General. (a) The duties and responsibilities of the
Trustee are as provided by the Trust Indenture Act and as set forth herein.
Whether or not expressly so provided, every provision of the Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee is subject to this Article.

         (b) Except during the continuance of an Event of Default, the Trustee
need perform only those duties that are specifically set forth in the Indenture
and no others, and no implied covenants or obligations will be read into the
Indenture that are adverse to the Trustee. In case an Event of Default has
occurred and is continuing, the Trustee shall exercise those rights and powers
vested in it by the Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.

         (c) No provision of the Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct.

         SECTION 7.02. Certain Rights of Trustee. Subject to Trust Indenture
Act Section 315(a) through (d):


                  (1) In the absence of bad faith on its part, the Trustee may
         rely, and will be protected in acting or refraining from acting, upon
         any resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or 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, but, in the case of any document which is specifically
         required to be furnished to the Trustee pursuant to any provision
         hereof, the Trustee shall examine the document to determine whether it
         conforms to the requirements of the Indenture (but need not confirm or
         investigate the accuracy of


                                       40

<PAGE>



         mathematical calculations or other facts stated therein). The Trustee,
         in its discretion, may make further inquiry or investigation into such
         facts or matters as it sees fit.

                  (2) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an Opinion of Counsel conforming to
         Section 12.05 and the Trustee will not be liable for any action it
         takes or omits to take in good faith in reliance on the certificate or
         opinion.

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

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

                  (5) The Trustee will not be liable for any action it takes or
         omits to take in good faith that it believes to be authorized or within
         its rights or powers or for any action it takes or omits to take in
         accordance with the direction of the Holders in accordance with Section
         6.05 relating to the time, method and place of conducting any
         proceeding for any remedy available to the Trustee, or exercising any
         trust or power conferred upon the Trustee, under the Indenture.

                  (6) The Trustee may consult with counsel, and the written
         advice of such counsel or any Opinion of Counsel will be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in reliance
         thereon.

                  (7) No provision of the Indenture will require the Trustee to
         expend or risk its own funds or otherwise incur any financial liability
         in the performance of its duties hereunder, or in the exercise of its
         rights or powers, unless it receives indemnity satisfactory to it
         against any loss, liability or expense.

         SECTION 7.03. Individual Rights of Trustee. The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not the Trustee. Any Agent may do the same with like
rights. However, the Trustee is subject to Trust Indenture Act Section 310(b)
and 311. For purposes of Trust Indenture Act Section 311(b)(4) and (6):



                                       41

<PAGE>


                  (a) "CASH TRANSACTION" means any transaction in which full
         payment for goods or securities sold is made within seven days after
         delivery of the goods or securities in currency or in checks or other
         orders drawn upon banks or bankers and payable upon demand; and

                  (b) "SELF-LIQUIDATING PAPER" means any draft, bill of
         exchange, acceptance or obligation which is made, drawn, negotiated or
         incurred for the purpose of financing the purchase, processing,
         manufacturing, shipment, storage or sale of goods, wares or merchandise
         and which is secured by documents evidencing title to, possession of,
         or a lien upon, the goods, wares or merchandise or the receivables or
         proceeds arising from the sale of the goods, wares or merchandise
         previously constituting the security, provided the security is received
         by the Trustee simultaneously with the creation of the creditor
         relationship arising from the making, drawing, negotiating or incurring
         of the draft, bill of exchange, acceptance or obligation.

         SECTION 7.04. Trustee's Disclaimer. The Trustee (i) makes no
representation as to the validity or adequacy of the Indenture or the Notes,
(ii) is not accountable for the Company's use or application of the proceeds
from the Notes and (iii) is not responsible for any statement in the Notes other
than its certificate of authentication.

         SECTION 7.05. Notice of Default. If any Default occurs and is
continuing and is known to the Trustee, the Trustee will send notice of the
uncured Default to each Holder within 90 days after it occurs, unless the
Default has been cured; provided that, except in the case of a default in the
payment of the principal of or interest on any Note, the Trustee may withhold
the notice if and so long as the board of directors, the executive committee or
a trust committee of directors of the Trustee in good faith determines that
withholding the notice is in the interest of the Holders. Notice to Holders
under this Section will be given in the manner and to the extent provided in
Trust Indenture Act Section 313(c).

         SECTION 7.06. Reports by Trustee to Holders. Within 60 days after
each September 29, beginning with September 29, 2002, the Trustee will mail to
each Holder, as provided in Trust Indenture Act Section 313(c), a brief report
dated as of such September 29, if required by Trust Indenture Act Section
313(a), and file such reports with each stock exchange upon which its Notes are
listed and with the Commission as required by Trust Indenture Act Section
313(d). The Trustee shall also transmit by mail to all Holders a brief report as
required by Trust Indenture Act Section 313(b).

         SECTION 7.07. Compensation and Indemnity. (a) The Company will pay
the Trustee compensation as agreed upon in writing for its services. The



                                       42

<PAGE>


compensation of the Trustee is not limited by any law on compensation of a
Trustee of an express trust. The Company will reimburse the Trustee upon request
for all reasonable out-of-pocket expenses, disbursements and advances incurred
or made by the Trustee while acting as Trustee under this Indenture, including
the reasonable compensation and expenses of the Trustee's agents and counsel.

         (b) The Company will indemnify the Trustee for, and hold it harmless
against, any loss or liability or expense incurred by it without negligence or
bad faith on its part arising out of or in connection with the acceptance or
administration of the Indenture and its duties under the Indenture and the
Notes, including the costs and expenses of defending itself against any claim or
liability and of complying with any process served upon it or any of its
officers in connection with the exercise or performance of any of its powers or
duties under the Indenture and the Notes.

         (c) To secure the Company's payment obligations in this Section, the
Trustee will have a lien prior to the Notes on all money or property held or
collected by the Trustee, in its capacity as Trustee, except money or property
held in trust to pay principal of, and interest on particular Notes.

         SECTION 7.08. Replacement of Trustee. (a) (1) The Trustee may resign
at any time by written notice to the Company.


                  (2) The Holders of a majority in aggregate principal amount of
         the outstanding Notes may remove the Trustee by written notice to the
         Company and the Trustee.

                  (3) If the Trustee is no longer eligible under Section 7.10 or
         in the circumstances described in Trust Indenture Act Section 310(b),
         any Holder that satisfies the requirements of Trust Indenture Act
         Section 310(b) may petition any court of competent jurisdiction for the
         removal of the Trustee and the appointment of a successor Trustee.

                  (4) The Company may remove the Trustee if: (i) the Trustee is
         no longer eligible under Section 7.10; (ii) the Trustee is adjudged a
         bankrupt or an insolvent; (iii) a receiver or other public officer
         takes charge of the Trustee or its property; or (iv) the Trustee
         becomes incapable of acting.

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


                                       43

<PAGE>


         (b) If the Trustee has been removed by the Holders, Holders of a
majority in principal amount of the Notes may appoint a successor Trustee with
the consent of the Company. Otherwise, if the Trustee resigns or is removed, or
if a vacancy exists in the office of Trustee for any reason, the Company will
promptly appoint a successor Trustee. If the successor Trustee does not deliver
its written acceptance within 30 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of a majority in
aggregate principal amount of the outstanding Notes may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

         (c) Upon delivery by the successor Trustee of a written acceptance of
its appointment to the retiring Trustee and to the Company, (i) the retiring
Trustee will transfer all property held by it as Trustee to the successor
Trustee, subject to the lien provided for in Section 7.07, (ii) the resignation
or removal of the retiring Trustee will become effective, and (iii) the
successor Trustee will have all the rights, powers and duties of the Trustee
under the Indenture. Upon request of any successor Trustee, the Company will
execute any and all instruments for fully and vesting in and confirming to the
successor Trustee all such rights, powers and trusts. The successor Trustee will
mail notice of any resignation and any removal of the Trustee and its
appointment to all Holders, and include in the notice its name and the address
of its Corporate Trust Office.

         (d) Notwithstanding replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 7.07 will continue for the
benefit of the retiring Trustee.

         (e) The Trustee agrees to give the notices provided for in, and
otherwise comply with, Trust Indenture Act Section 310(b).

         SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all of its
corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act will, if such resulting, surviving
or transferee corporation or national banking association is otherwise eligible
under the Indenture, be the successor Trustee with the same effect as if the
successor Trustee had been named as the Trustee in the Indenture.

         SECTION 7.10. Eligibility. The Indenture must always have a Trustee
that satisfies the requirements of Trust Indenture Act Section 310(a) and has a
combined capital and surplus of at least $25,000,000 as set forth in its most
recent published annual report of condition.

         SECTION 7.11. Money Held in Trust. The Trustee will not be liable for


                                       44

<PAGE>


interest on any money received by it except as it may agree with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law and except for money held in trust under
Article 8.

                                    ARTICLE 8
                           DEFEASANCE AND DISCHARGE

         SECTION 8.01. Discharge of Company's Obligations. (a) Subject to
paragraph (b), the Company's obligations under the Notes and the Indenture, and
each Guarantor's obligations under its Note Guaranty, will terminate if:

                  (1) all Notes previously authenticated and delivered (other
         than (i) destroyed, lost or stolen Notes that have been replaced or
         (ii) Notes that are paid pursuant to Section 4.01 or (iii) Notes for
         whose payment money or U.S. Government Obligations have been held in
         trust and then repaid to the Company pursuant to Section 8.05) have
         been delivered to the Trustee for cancellation and the Company has paid
         all sums payable by it hereunder; or

                           (2) (A) the Notes mature within one year, or all of
                  them are to be called for redemption within one year under
                  arrangements satisfactory to the Trustee for giving the notice
                  of redemption,

                           (B) the Company irrevocably deposits in trust with
                  the Trustee, as trust funds solely for the benefit of the
                  Holders, money or U.S. Government Obligations or a combination
                  thereof sufficient, in the opinion of a nationally recognized
                  firm of independent public accountants expressed in a written
                  certificate delivered to the Trustee, without consideration of
                  any reinvestment, to pay principal of, premium, if any, and
                  each installment of interest on the Notes to maturity or
                  redemption, as the case may be, and to pay all other sums
                  payable by it hereunder,

                           (C) no Default or event that with the passage of time
                  or the giving of notice, or both, will constitute an Event of
                  Default has occurred and is continuing on the date of the
                  deposit,

                           (D) the deposit will not result in a breach or
                  violation of, or constitute a default under, the Indenture or
                  any other agreement or instrument to which the Company is a
                  party or by which it is bound,


                                       45
<PAGE>


                           (E) the Company delivers to the Trustee an Officers'
                  Certificate and an Opinion of Counsel, in each case stating
                  that all conditions precedent provided for herein relating to
                  the satisfaction and discharge of the Indenture have been
                  complied with,


                           (F) the Company has received from, or there has been
                  published by, the Internal Revenue Service a ruling or there
                  has been a change in law, which in the Opinion of Counsel
                  provides that holders of the Notes will not recognize gain or
                  loss for Federal income tax purposes as a result of such
                  deposit, defeasance and discharge and will be subject to
                  Federal income tax on the same amount, in the same manner and
                  at the same times as would have been the case if such deposit,
                  defeasance and discharge had not occurred, and


                           (G) the Company has delivered to the Trustee an
                  Opinion of Counsel to the effect that such deposit shall not
                  cause the Trustee or the trust so created to be subject to the
                  Investment Company Act of 1940.

         (b) After satisfying the conditions in clause (1), only the Company's
obligations under Section 7.07 will survive. After satisfying the conditions in
clause (2), only the Company's obligations in Article 2 and Sections 4.01, 4.02,
7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request
will acknowledge in writing the discharge of the Company's obligations under the
Notes and the Indenture other than the surviving obligations.

         SECTION 8.02. Legal Defeasance. After the 123rd day following the
deposit referred to in clause (1), the Company will be deemed to have paid and
will be discharged from its obligations in respect of the Notes and the
Indenture, other than its obligations in Article 2 and Sections 4.01, 4.02,
7.07, 7.08, 8.05 and 8.06, and each Guarantor's obligations under its Note
Guaranty will terminate, provided the following conditions have been satisfied:

                  (1) The Company has irrevocably deposited in trust with the
         Trustee, as trust funds solely for the benefit of the Holders, money or
         U.S. Government Obligations or a combination thereof sufficient, in the
         opinion of a nationally recognized firm of independent public
         accountants expressed in a written certificate thereof delivered to the
         Trustee, without consideration of any reinvestment, to pay principal
         of, premium, if any, and each installment of interest on the Notes to
         maturity or redemption, as the case may be, provided that any
         redemption before maturity has been irrevocably provided for under
         arrangements satisfactory to the Trustee.


                                       46

<PAGE>


                  (2) No Default or event that with the passing of time or the
         giving of notice, or both, will constitute an Event of Default, has
         occurred and is continuing on the date of the deposit or occurs at any
         time during the 123-day period following the deposit.

                  (3) The deposit will not result in a breach or violation of,
         or constitute a default under, the Indenture or any other agreement or
         instrument to which the Company is a party or by which it is bound.

                  (4) The Company has delivered to the Trustee

                           (A) either (x) a ruling received from or published by
                  the Internal Revenue Service to the effect that the Holders
                  will not recognize gain or loss for federal income tax
                  purposes as a result of the deposit, defeasance and discharge
                  and will be subject to federal income tax on the same amount
                  and in the same manner and at the same times as would
                  otherwise have been the case or (y) an Opinion of Counsel,
                  based on a change in law after the date of the Indenture, to
                  the same effect as the ruling described in clause (x), and

                           (B) an Opinion of Counsel to the effect that (i) the
                  creation of the defeasance trust does not violate or cause the
                  Trustee or the trust so created to be subject to the
                  Investment Company Act of 1940, (ii) the Holders have a valid
                  first priority Note interest in the trust funds (subject to
                  customary exceptions), and (iii) after the passage of 123 days
                  following the deposit, the trust funds will not be subject to
                  the effect of Section 547 of the United States Bankruptcy Code
                  or Section 15 of the New York Debtor and Creditor Law.

                  (5) If the Notes are listed on a national securities exchange,
         the Company has delivered to the Trustee an Opinion of Counsel to the
         effect that the deposit and defeasance will not cause the Notes to be
         delisted.

                  (6) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, in each case stating that all
         conditions precedent provided for herein relating to the defeasance
         have been complied with.

         Prior to the end of the 123-day period, none of the Company's
obligations under the Indenture will be discharged. Thereafter, the Trustee upon
request will acknowledge in writing the discharge of the Company's obligations
under the Notes and the Indenture except for the surviving obligations specified
above.


                                       47

<PAGE>


         SECTION 8.03. Covenant Defeasance. After the 123rd day following the
deposit referred to in clause (1), the Company's obligations set forth in
Sections 4.05 through 4.09, 4.11, Article 5 and each Guarantor's obligations
under its Note Guaranty, will terminate, and clauses (3), (4), (5), (6) and (7)
of Section 6.01 will no longer constitute Events of Default, provided the
following conditions have been satisfied:

                  (1) The Company has complied with clauses (1), (2), (3), 4(B),
         (5) and (6) of Section 8.02; and

                  (2) the Company has delivered to the Trustee an Opinion of
         Counsel to the effect that the Holders will not recognize gain or loss
         for federal income tax purposes as a result of the deposit and
         defeasance and will be subject to federal income tax on the same amount
         and in the same manner and at the same times as would otherwise have
         been the case.

         Except as specifically stated above, none of the Company's obligations
under the Indenture will be discharged.

         SECTION 8.04. Application of Trust Money. Subject to Section 8.05,
the Trustee will hold in trust the money or U.S. Government Obligations
deposited with it pursuant to Section 8.01, 8.02 or 8.03, and apply the
deposited money and the proceeds from deposited U.S. Government Obligations to
the payment of principal of and interest on the Notes in accordance with the
Notes and the Indenture. Such money and U.S. Government Obligations need not be
segregated from other funds except to the extent required by law.

         SECTION 8.05. Repayment to Company. Subject to Sections 7.07, 8.01,
8.02 and 8.03, the Trustee will promptly pay to the Company upon request any
excess money or U.S. Government Obligations held by the Trustee at any time and
thereupon be relieved from all liability with respect to such money. The Trustee
will pay to the Company upon request any money or U.S. Government Obligations
held for payment with respect to the Notes that remains unclaimed for two years,
provided that before making such payment the Trustee may at the expense of the
Company publish once in a newspaper of general circulation in New York City, or
send to each Holder entitled to such money, notice that the money remains
unclaimed and that after a date specified in the notice (at least 30 days after
the date of the publication or notice) any remaining unclaimed balance of money
will be repaid to the Company. After payment to the Company, Holders entitled to
such money must look solely to the Company for payment, unless applicable law
designates another Person, and all liability of the Trustee with respect to such
money will cease.

         SECTION 8.06. Reinstatement. If and for so long as the Trustee is
unable



                                       48

<PAGE>


to apply any money or U.S. Government Obligations held in trust pursuant to
Section 8.01, 8.02 or 8.03 by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company's obligations under the
Indenture and the Notes will be reinstated as though no such deposit in trust
had been made. If the Company makes any payment of principal of or interest on
any Notes because of the reinstatement of its obligations, it will be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money or U.S. Government Obligations held in trust.

                                   ARTICLE 9
                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

         SECTION 9.01. Amendments Without Consent of Holders. (a) The Company,
the Guarantors and the Trustee may amend or modify the Indenture or the Notes
without notice to or the consent of any Noteholder

                  (1) to cure any ambiguity, defect or inconsistency in the
         Indenture or the Notes;

                  (2) to comply with Article 5;

                  (3) to comply with any requirements of the Commission in
         connection with the qualification of the Indenture under the Trust
         Indenture Act;

                  (4) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee;

                  (5) to provide for uncertificated Notes in addition to or in
         place of certificated Notes, provided that the uncertified Notes are
         issued in registered form for purposes of Section 163(f) of the
         Internal Revenue Code, or in a manner such that the uncertificated
         Notes are described in Section 163(f)(2)(B) of the Internal Revenue
         Code;

                  (6) to provide for any Guaranty of the Notes, to secure the
         Notes or to confirm and evidence the release, termination or discharge
         of any Guaranty of or Lien securing the Notes when such release,
         termination or discharge is permitted by the Indenture;

                  (7) to provide for or confirm the issuance of Additional
         Notes;


                                       49

<PAGE>


                  (8) to make any other change that does not adversely affect
         the rights of any Holder; or

                  (9) to add covenants to Article 4 for the benefit of the
         Holders or surrender any right or power conferred upon the Company or
         the Guarantors.

         SECTION 9.02. Amendments With Consent of Holders. (a) Except as
otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b), the
Company, the Guarantors and the Trustee may amend or modify the Indenture and
the Notes with the written consent of the Holders of a majority in aggregate
principal amount of the outstanding Notes, and the Holders of a majority in
aggregate principal amount of the outstanding Notes by written notice to the
Trustee may waive future compliance by the Company with any provision of the
Indenture or the Notes.

         (b) Notwithstanding the provisions of paragraph (a), without the
consent of each Holder affected, an amendment or modification may not

                  (1) change the stated maturity of the principal of, or any
         installment of interest on, any Note,

                  (2) reduce the principal amount of, or the premium if any, or
         interest on, any Note,

                  (3) reduce the amount payable upon the redemption of any Note
         or, in respect of an optional redemption, the times at which any Note
         may be redeemed or, once notice of redemption has been given, the time
         at which it must thereupon be redeemed,

                  (4) change the place or currency of payment of principal of,
         or premium, if any, or interest on, any Note,

                  (5) impair the right of any Holder to institute suit for the
         enforcement of any payment on or with respect to any Note,

                  (6) make any change in the percentage of the aggregate
         principal amount of the Notes required for amendments or modifications
         of the Indenture or waivers of past defaults of covenants,

                  (7) amend the provisions of the Indenture or any Note Guaranty
         relating to the Guarantors in a manner adverse to the Holders of the
         Notes, other than to effect the release of a Guarantor as set forth in
         Section 10.03 or


                                       50

<PAGE>


                  (8) make any change in any Note Guaranty that would adversely
         affect the Noteholders.

         (c) It is not necessary for Noteholders to approve the particular form
of any proposed amendment, modification or waiver, but is sufficient if their
consent approves the substance thereof.

         (d) An amendment, supplement or waiver under this Section will become
effective on receipt by the Trustee of written consents from the Holders of the
requisite percentage in principal amount of the outstanding Notes. After an
amendment, modification or waiver under this Section becomes effective, the
Company will send to the Holders affected thereby a notice briefly describing
the amendment, modification or waiver. The Company will send supplemental
indentures to Holders upon request. Any failure of the Company to send such
notice, or any defect therein, will not, however, in any way impair or affect
the validity of any such amendment, modification, supplemental indenture or
waiver.

         SECTION 9.03. Effect of Consent. (a) After an amendment, modification
or waiver becomes effective, it will bind every Holder unless it is of the type
requiring the consent of each Holder affected. If the amendment, modification or
waiver is of the type requiring the consent of each Holder affected, the
amendment, modification or waiver will bind each Holder that has consented to it
and every subsequent Holder of a Note that evidences the same debt as the Note
of the consenting Holder.

         (b) If an amendment, modification or waiver changes the terms of a
Note, the Trustee may require the Holder to deliver it to the Trustee so that
the Trustee may place an appropriate notation of the changed terms on the Note
and return it to the Holder, or exchange it for a new Note that reflects the
changed terms. The Trustee may also place an appropriate notation on any Note
thereafter authenticated. However, the effectiveness of the amendment,
modification or waiver is not affected by any failure to annotate or exchange
Notes in this fashion.

         SECTION 9.04. Trustee's Rights and Obligations. The Trustee is
entitled to receive, and will be fully protected in relying upon, an Opinion of
Counsel stating that the execution of any amendment, modification or waiver
authorized pursuant to this Article is authorized or permitted by the Indenture.
If the Trustee has received such an Opinion of Counsel, it shall sign the
amendment, modification or waiver so long as the same does not adversely affect
the rights of the Trustee. The Trustee may, but is not obligated to, execute any
amendment, modification or waiver that affects the Trustee's own rights, duties
or immunities under the Indenture.


                                       51

<PAGE>


         SECTION 9.05. Conformity with Trust Indenture Act. Every amendment,
modification or supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

         SECTION 9.06. Payments for Consents. Neither the Company nor any of
its Subsidiaries or Affiliates may, 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 the Indenture or the Notes unless such consideration is
offered to be paid or agreed to be paid to all Holders of the Notes that
consent, waive or agree to amend such term or provision within the time period
set forth in the solicitation documents relating to the consent, waiver or
amendment.

                                   ARTICLE 10
                                   GUARANTIES

         SECTION 10.01. The Guaranties. Subject to the provisions of Section
4.08 and this Article, for value received, each Guarantor hereby irrevocably and
unconditionally guaranties, jointly and severally, the full and punctual payment
(whether at Stated Maturity, upon redemption, or acceleration, or otherwise) of
the principal of, premium, if any, and interest on, and all other amounts
payable under, each Note, and the full and punctual payment of all other amounts
payable by the Company under the Indenture. Upon failure by the Company to pay
punctually any such amount, each Guarantor shall forthwith on demand pay the
amount not so paid at the place and in the manner specified in the Indenture.

         Each Guaranty hereunder is intended to be a general, unsecured, senior
obligation of each Guarantor and will rank pari passu in right of payment with
all Debt and other indebtedness of each such Guarantor that is not, by its
terms, expressly subordinated in right of payment to the Guaranty of such
Guarantor.

         SECTION 10.02. Guaranty Unconditional. The obligations of each
Guarantor hereunder are unconditional and absolute and, without limiting the
generality of the foregoing, will not be released, discharged or otherwise
affected by

                  (1) any extension, renewal, settlement, compromise, waiver or
         release in respect of any obligation of the Company under the Indenture
         or any Note, by operation of law or otherwise;

                  (2) any modification or amendment of or supplement to the
         Indenture or any Note;


                                       52

<PAGE>


                  (3) any change in the corporate existence, structure or
         ownership of the Company, or any insolvency, bankruptcy, reorganization
         or other similar proceeding affecting the Company or its assets or any
         resulting release or discharge of any obligation of the Company
         contained in the Indenture or any Note;

                  (4) the existence of any claim, set-off or other rights which
         the Guarantor may have at any time against the Company, the Trustee or
         any other Person, whether in connection with the Indenture or any
         unrelated transactions, provided that nothing herein prevents the
         assertion of any such claim by separate suit or compulsory
         counterclaim;

                  (5) any invalidity or unenforceability relating to or against
         the Company for any reason of the Indenture or any Note, or any
         provision of applicable law or regulation purporting to prohibit the
         payment by the Company of the principal of or interest on any Note or
         any other amount payable by the Company under the Indenture; or

                  (6) any other act or omission to act or delay of any kind by
         the Company, the Trustee 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 or defense to such
         Guarantor's obligations hereunder.

         SECTION 10.03. Discharge; Reinstatement. Each Guarantor's obligations
hereunder will remain in full force and effect until the earlier of (a) the
principal of, premium, if any, and interest on the Notes and all other amounts
payable by the Company under the Indenture have been paid in full or (b) the
Guarantor ceases to be a Guarantor of any of the Company's Debt obligations. If
at any time any payment of the principal of, premium, if any, or interest on any
Note or any other amount payable by the Company under the Indenture 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 will be reinstated as though such payment
had been due but not made at such time.

         SECTION 10.04. Waiver by the Guarantors. Each Guarantor irrevocably
waives acceptance hereof, presentment, demand, protest and any notice not
provided for herein, as well as any requirement that at any time any action be
taken by any Person against the Company or any other Person.

         SECTION 10.05. Subrogation and Contribution. Upon making any payment
with respect to any obligation of the Company under this Article, the


                                       53

<PAGE>


Guarantor making such payment will be subrogated to the rights of the payee
against the Company with respect to such obligation, provided that the Guarantor
may not enforce either any right of subrogation, or any right to receive payment
in the nature of contribution, or otherwise, from any other Guarantor, with
respect to such payment so long as any amount payable by the Company hereunder
or under the Notes remains unpaid.

         SECTION 10.06. Stay of Acceleration. If acceleration of the time for
payment of any amount payable by the Company under the Indenture or the Notes is
stayed upon the insolvency, bankruptcy or reorganization of the Company, all
such amounts otherwise subject to acceleration under the terms of the Indenture
are nonetheless payable by the Guarantors hereunder forthwith on demand by the
Trustee or the Holders.

         SECTION 10.07. Limitation on Amount of Guaranty. Notwithstanding
anything to the contrary in this Article, each Guarantor, and by its acceptance
of Notes, each Holder, hereby confirms that it is the intention of all such
parties that the Note Guaranty of such Guarantor not constitute a fraudulent
conveyance under applicable fraudulent conveyance provisions of the United
States Bankruptcy Code or any comparable provision of state law. To effectuate
that intention, the Trustee, the Holders and the Guarantors hereby irrevocably
agree that the obligations of each Guarantor under its Note Guaranty are limited
to the maximum amount that would not render the Guarantor's obligations subject
to avoidance under applicable fraudulent conveyance provisions of the United
States Bankruptcy Code or any comparable provision of state law.

         SECTION 10.08. Execution and Delivery of Guaranty. The execution by
each Guarantor of the Indenture (or a supplemental indenture in the form of
Exhibit B) evidences the Note Guaranty of such Guarantor, whether or not the
person signing as an officer of the Guarantor still holds that office at the
time of authentication of any Note. The delivery of any Note by the Trustee
after authentication constitutes due delivery of the Note Guaranty set forth in
the Indenture on behalf of each Guarantor.

         SECTION 10.09. Release of Guaranty. The Note Guaranty of a Guarantor
will terminate upon (a) the principal of, premium, if any, and interest on the
Notes and all other amounts payable by the Company under the Indenture having
been paid in full or (b) the Guarantor ceasing to be a Guarantor of any of the
Company's Debt obligations.

         Upon delivery by the Company to the Trustee of an Officers' Certificate
and, if reasonably requested by the Trustee, an Opinion of Counsel, to the
foregoing effect, the Trustee will execute any documents reasonably required in
order to evidence the release of the Guarantor from its obligations under its
Note


                                       54

<PAGE>


Guaranty.

         SECTION 10.10. Liability. A director, officer, employee or
stockholder, as such, of any Guarantor shall not have any liability for any
obligations of such Guarantor under this Indenture or for any claim based on, in
respect of or by reason of this Article 10.

                                   ARTICLE 11
                             SECURITY ARRANGEMENTS

         SECTION 11.01. Security. (a) In order to secure the Indenture
Obligations equally and ratably with the Obligations of the Company, and the
obligations of any Subsidiary of the Company, under the Credit Agreement, the
Company will, and will cause each of its Subsidiaries named in any Security
Document as a party thereto, to execute and deliver to the Collateral Agent
prior to the Issue Date each Security Document to which it is a party. The
Company and its Subsidiaries shall comply with all covenants and agreements
contained in the Security Documents the failure to comply with which would have
a material and adverse effect on the Liens purported to be created thereby,
unless such failure to comply is waived by the requisite lenders under the
Credit Agreement if, after that waiver, the Company is in compliance with
Section 4.09.

         (b) The Trustee and each Holder of each Note by its acceptance of that
Note acknowledges and agrees that:

                  (i) this Indenture, as originally executed and delivered by
         the parties hereto, does not create any Lien on any property or
         securities which secures the Indenture Obligations or this Indenture;

                  (ii) the Security Documents, when executed and delivered by
         the parties thereto, will comply with the provisions of Section 4.09;

                  (iii) the Security Documents provide, and any Security
         Document that becomes effective after the Issue Date may provide, that
         the Liens created thereby or thereunder automatically will be released
         and extinguished with respect to any property or security that is
         transferred or otherwise disposed of in accordance with the terms of
         the Credit Agreement;

                  (iv) without the necessity of any consent of or notice to the


                                       55

<PAGE>


         Trustee or any holder of Indenture Obligations, the Company and the
         Collateral Agent may amend, modify, supplement or terminate any
         Security Document as long as the Company remains in compliance with
         Section 4.09;


                  (v) as among the Trustee and the holders of Indenture
         Obligations and the lenders under the Credit Agreement and the
         Collateral Agent, those lenders and the Collateral Agent will have the
         sole ability to control and obtain remedies with respect to all
         Collateral (including on sale or liquidation of any Collateral after
         acceleration of the Notes or the Credit Agreement) without the
         necessity of any consent of or notice to the Trustee or any such
         holder;

                  (vi) any or all Liens granted under the Security Documents for
         the benefit of the Holders will be automatically released, without the
         necessity of any consent of the Trustee or any Holders, upon a release
         of such Lien or Liens pursuant to the terms of the Security Documents
         and the Credit Agreement or if such release is approved by the
         requisite lenders under the Credit Agreement;

                  (vii) the relative rights of the holders of Indenture
         Obligations and the holders of Indebtedness or other obligations
         secured by Liens on the Collateral are governed by, and are subject to
         the terms and conditions of, the Security Documents and not this
         Indenture; and

                  (viii) without the necessity of any consent of or notice to
         the Trustee or any holder of Indenture Obligations, the Company may, on
         behalf of itself or any of its Subsidiaries, request and instruct the
         Collateral Agent to, on behalf of each secured party under the Security
         Documents, (A) execute and deliver to the Company, for the benefit of
         any Person, such release documents as the Company may reasonably
         request, of all liens and security interests held by the Collateral
         Agent in Collateral, and such Person shall be entitled to rely
         conclusively on such release document, and (B) deliver any such
         Collateral in the possession of the Collateral Agent to the Company.

         SECTION 11.02. Notice of Payment, Discharge or Defeasance. The Trustee
and each Holder, by its acceptance of a Note, agree that upon the payment in
full or discharge pursuant to Article 8 of the Indenture Obligations, the
Trustee shall without notice to or consent of any Holder, upon the written
request of the Company, certify to the Collateral Agent, in writing, that the
Indenture Obligations have been paid in full, or that this Indenture has been
discharged in accordance with Article 8.


                                       56

<PAGE>


                                   ARTICLE 12
                                 MISCELLANEOUS

         SECTION 12.01. Trust Indenture Act of 1939. The Indenture shall
incorporate and be governed by the provisions of the Trust Indenture Act that
are required to be part of and to govern indentures qualified under the Trust
Indenture Act.

         SECTION 12.02. Noteholder Communications; Noteholder Actions. (a) The
rights of Holders to communicate with other Holders with respect to the
Indenture or the Notes are as provided by the Trust Indenture Act, and the
Company and the Trustee shall comply with the requirements of Trust Indenture
Act Section 312(a) and 312(b). Neither the Company nor the Trustee will be held
accountable by reason of any disclosure of information as to names and addresses
of Holders made pursuant to the Trust Indenture Act.

                  (b) (1) Any request, demand, authorization, direction, notice,
         consent to amendment, modification or waiver or other action provided
         by this Indenture to be given or taken by a Holder (an " act ") may be
         evidenced by an instrument signed by the Holder delivered to the
         Trustee. The fact and date of the execution of the instrument, or the
         authority of the person executing it, may be proved in any manner that
         the Trustee deems sufficient.

                  (2) The Trustee may make reasonable rules for action by or at
         a meeting of Holders, which will be binding on all the Holders.

         (c) Any act by the Holder of any Note binds that Holder and every
subsequent Holder of a Note that evidences the same debt as the Note of the
acting Holder, even if no notation thereof appears on the Note. Subject to
paragraph (d), a Holder may revoke an act as to its Notes, but only if the
Trustee receives the notice of revocation before the date the amendment or
waiver or other consequence of the act becomes effective.

         (d) The Company may, but is not obligated to, fix a record date (which
need not be within the time limits otherwise prescribed by Trust Indenture Act
Section 316(c)) for the purpose of determining the Holders entitled to act with
respect to any amendment or waiver or in any other regard, except that during
the continuance of an Event of Default, only the Trustee may set a record date
as to notices of default, any declaration or acceleration or any other remedies
or other consequences of the Event of Default. If a record date is fixed, those
Persons that were Holders at such record date and only those Persons will be
entitled to act, or


                                       57

<PAGE>


to revoke any previous act, whether or not those Persons continue to be Holders
after the record date. No act will be valid or effective for more than 90 days
after the record date.

         SECTION 12.03. Notices. (a) Any notice or communication to the Company
will be deemed given if in writing (i) when delivered in person or (ii) five
days after mailing when mailed by first class mail, or (iii) when sent by
facsimile transmission, with transmission confirmed. Any notice or communication
to the Trustee will be deemed given if in writing (i) when delivered in person,
or (ii) when sent by facsimile transmission, with transmission confirmed.
Notices or communications to a Guarantor will be deemed given if given to the
Company. In each case the notice or communication should be addressed as
follows:

        if to the Company:

           Roadway Corporation
           1077 Gorge Blvd.
           P.O. Box 471
           Akron, OH  44309
           FAX:  (303) 258-6082

        if to the Trustee:

           SunTrust Center
           Corporate Trust Department
           424 Church Street, 6th Floor
           Nashville, TN 37219
           FAX:  (615) 748-5331

         The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

         (b) Except as otherwise expressly provided with respect to published
notices, any notice or communication to a Holder will be deemed given when
mailed to the Holder at its address as it appears on the Register by first class
mail or, as to any Global Note registered in the name of DTC or its nominee, as
agreed by the Company, the Trustee and DTC. Copies of any notice or
communication to a Holder, if given by the Company, will be mailed to the
Trustee at the same time. Defect in mailing a notice or communication to any
particular Holder will not affect its sufficiency with respect to other Holders.

         (c) Where the Indenture provides for notice, the notice may be waived
in


                                       58

<PAGE>


writing by the Person entitled to receive such notice, either before or after
the event, and the waiver will be the equivalent of the notice. Waivers of
notice by Holders must be filed with the Trustee, but such filing is not a
condition precedent to the validity of any action taken in reliance upon such
waivers.

         SECTION 12.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take any action
under the Indenture, the Company will furnish to the Trustee:

                  (1) an Officers' Certificate stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in the
         Indenture relating to the proposed action have been complied with; and

                  (2) an Opinion of Counsel stating that all such conditions
         precedent have been complied with.

                  SECTION 12.05. Statements Required in Certificate or Opinion .
         Each certificate or opinion with respect to compliance with a condition
         or covenant provided for in the Indenture must include:

                  (1) a statement that each Person signing the certificate or
         opinion has read the covenant or condition and the related definitions;

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

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

                  (4) a statement as to whether or not, in the opinion of each
         such Person, such condition or covenant has been complied with,
         provided that an Opinion of Counsel may rely on an Officers'
         Certificate or certificates of public officials with respect to matters
         of fact.

         SECTION 12.06. Payment Date Other Than a Business Day. If any payment
with respect to a payment of any principal of, premium, if any, or interest on
any Note (including any payment to be made on any date fixed for redemption or
purchase of any Note) is due on a day which is not a Business Day, then the
payment need not be made on such date, but may be made on the next Business Day
with the same force and effect as if made on such date, and no interest will
accrue for the intervening period.


                                       59

<PAGE>


         SECTION 12.07. Governing Law. The Indenture, including any Note
Guaranties, and the Notes shall be governed by, and construed in accordance
with, the laws of the State of New York.

         SECTION 12.08. No Adverse Interpretation of Other Agreements. The
Indenture may not be used to interpret another indenture or loan or debt
agreement of the Company or any Subsidiary of the Company, and no such indenture
or loan or debt agreement may be used to interpret the Indenture.

         SECTION 12.09. Successors. All agreements of the Company or any
Guarantor in the Indenture and the Notes will bind its successors. All
agreements of the Trustee in the Indenture will bind its successor.

         SECTION 12.10. Duplicate Originals. The parties may sign any number of
copies of the Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         SECTION 12.11. Separability. In case any provision in the Indenture or
in the Notes is invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions will not in any way be affected or
impaired thereby.

         SECTION 12.12. Table of Contents and Headings. The Table of Contents,
Cross-Reference Table and headings of the Articles and Sections of the Indenture
have been inserted for convenience of reference only, are not to be considered a
part of the Indenture and in no way modify or restrict any of the terms and
provisions of the Indenture.

         SECTION 12.13. No Liability of Directors, Officers, Employees,
Incorporators and Stockholders. No director, officer, employee, incorporator,
member or stockholder of the Company or any Subsidiary, will have any liability
for any obligations of the Company or any Guarantor under the Notes, any Note
Guaranty or the Indenture or for any claim based on, in respect of, or by reason
of, such obligations. Each Holder of Notes by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes and the Note Guaranties.


                                       60

<PAGE>


                                   SIGNATURES

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

                                           ROADWAY CORPORATION
                                           as Issuer

                                           By: /s/ Joseph R. Boni III
                                               --------------------------------
                                               Name: Joseph R. Boni III
                                               Title: Treasurer

                                           SUNTRUST BANK
                                           as Trustee

                                           By: /s/ Walter L. Duke, Jr.
                                               --------------------------------
                                               Name: Walter L. Duke, Jr.
                                               Title: Group Vice President

                                           ROADWAY EXPRESS, INC.
                                           as Guarantor

                                           By: /s/ Joseph R. Boni III
                                               --------------------------------
                                               Name: Joseph R. Boni III
                                               Title: Treasurer

                                           ROADWAY EXPRESS INTERNATIONAL, INC.
                                           as Guarantor

                                           By: /s/ Joseph R. Boni III
                                               --------------------------------
                                               Name: Joseph R. Boni III
                                               Title: Treasurer
<PAGE>


                                        ROADWAY REVERSE LOGISTICS, INC.
                                        as Guarantor

                                        By: /s/ Joseph R. Boni III
                                           ------------------------------------
                                           Name: Joseph R. Boni III
                                           Title: Treasurer

                                        ARNOLD INDUSTRIES, INC.
                                        as Guarantor

                                        By: /s/ Joseph R. Boni III
                                           ------------------------------------
                                           Name: Joseph R. Boni III
                                           Title: Vice President and Treasurer

                                        NEW PENN MOTOR EXPRESS, INC.
                                        as Guarantor

                                        By: /s/ Joseph R. Boni III
                                           ------------------------------------
                                           Name: Joseph R. Boni III
                                           Title: Treasurer

                                        ARNOLD TRANSPORTATION SERVICES, INC.
                                        as Guarantor

                                        By: /s/ Joseph R. Boni III
                                           ------------------------------------
                                           Name: Joseph R. Boni III
                                           Title: Treasurer


<PAGE>


                                                                       EXHIBIT A

                                 [FACE OF NOTE]

                               ROADWAY CORPORATION

                    8 1/4% Senior Note Due December 1, 2008

                                                   [CUSIP] [CINS] ______________

No.                                                             $ ______________

         Roadway Corporation, a Delaware corporation (the "COMPANY", which
term includes any successor under the Indenture hereinafter referred to), for
value received, promises to pay to          , or its registered assigns, the
principal sum of         DOLLARS ($      ) [or such other amount as indicated on
the Schedule of Exchange of Notes attached hereto] on December 1, 2008. All
capitalized terms used herein but not defined herein shall have the meaning set
forth for such terms in the Indenture (as defined below).

         Initial Interest Rate: 8 1/4% per annum.

         Interest Payment Dates: June 1st and December 1st, commencing June 1,
2002.

         Regular Record Dates: May 15th and November 15th.


         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which will for all purposes have the same effect as
if set forth at this place.


<PAGE>


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

Date:

                                       Roadway Corporation

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


                                       A-2

<PAGE>


                (Form of Trustee's Certificate of Authentication)

         This is one of the 8 1/4% Senior Notes Due December 1, 2008 described
in Indenture referred to in this Note.

                                             SunTrust Bank, as Trustee

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


                                       A-3

<PAGE>


                             [REVERSE SIDE OF NOTE]

                               ROADWAY CORPORATION

                    8 1/4% Senior Note Due December 1, 2008

1. Principal and Interest.

         The Company promises to pay the principal of this Note on December 1,
2008.

         The Company promises to pay interest on the principal amount of this
Note on each interest payment date, as set forth on the face of this Note, at
the rate of 8 1/4% per annum (subject to adjustment as provided below).

         Interest will be payable semiannually (to the holders of record of the
Notes at the close of business on the May 15th or November 15th immediately
preceding the interest payment date) on each interest payment date, commencing
June 1, 2002.

         The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement, dated November 30, 2001 between the Company and the Initial
Purchasers named therein (the "REGISTRATION RIGHTS AGREEMENT"). In the event
that neither the Exchange Offer Registration Statement (as defined in the
Registration Rights Agreement) nor the Shelf Registration Statement (as defined
in the Registration Rights Agreement) is declared effective on or prior to the
date that is 180 days after the Issue Date (the "EFFECTIVENESS DEADLINE"), the
interest rate on this Note will increase by a rate of 0.25% per annum. The rate
will increase 0.25% each 90 day period following the Effectiveness Deadline that
the Exchange Offer Registration Statement or the Shelf Registration Statement is
not declared effective by the Commission, provided that the maximum increase in
the interest rate will in no event exceed 1.00% per annum. Upon the
effectiveness of the relevant registration statement, the interest rate on the
Notes will revert to the original rate. If the Exchange Offer Registration
Statement is declared effective but the Exchange Offer is not consummated on or
prior to 30 Business Days after the date of effectiveness of the Exchange Offer
Registration Statement, the interest rate on this Note will increase by a rate
of 0.25% per annum. The rate will increase 0.25% each 90 day period following
the Effectiveness Deadline that the Exchange Offer is not complete, provided
that the maximum increase in the interest rate will in no event exceed 1.00% per
annum. Upon completion of the Exchange Offer, the interest rate on the Notes
will revert to the original rate.


                                       A-4

<PAGE>


         Interest on this Note will accrue from the most recent date to which
interest has been paid on this Note or the Note surrendered in exchange for this
Note (or, if there is no existing default in the payment of interest and if this
Note is authenticated between a regular record date and the next interest
payment date, from such interest payment date) or, if no interest has been paid,
from the Issue Date. Interest will be computed in the basis of a 360-day year of
twelve 30-day months.

         The Company will pay interest on overdue principal, premium, if any,
and, to the extent lawful, interest at a rate of 8 1/4% per annum. Interest not
paid when due and any interest on principal, premium or interest not paid when
due will be paid to the Persons that are Holders on a special record date, which
will be the 15th day preceding the date fixed by the Company for the payment of
such interest, whether or not such day is a Business Day. At least 15 days
before a special record date, the Company will send to each Holder and to the
Trustee a notice that sets forth the special record date, the payment date and
the amount of interest to be paid.

2. Indentures; Note Guaranty.

         This is one of the Notes issued under an Indenture dated as of November
30, 2001 (as amended from time to time, the "INDENTURE"), between the Company,
the Guarantors party thereto and SunTrust Bank, as Trustee. Capitalized terms
used herein are used as defined in the Indenture unless otherwise indicated. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act. The Notes are subject to
all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of all such terms. To the extent permitted by
applicable law, in the event of any inconsistency between the terms of this Note
and the terms of the Indenture, the terms of the Indenture will control.

         The Notes are senior obligations of the Company, rank equal in right of
payment with all existing and future senior obligations and rank senior to all
subordinated Debt of the Company. The Indenture limits the original aggregate
principal amount of the Notes to $225,000,000 , but Additional Notes may be
issued pursuant to the Indenture, and the originally issued Notes and all such
Additional Notes vote together for all purposes as a single class. This Note is
Guaranteed by all of the Subsidiaries of the Company that are Guarantors of any
of the Company's Debt as set forth in the Indenture.

3. Redemption and Repurchase; Discharge Prior to Redemption or Maturity.

         This Note is subject to optional redemption as further described in the
Indenture. There is no sinking fund or mandatory redemption applicable to this


                                       A-5

<PAGE>


Note.

         If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of, premium, if
any, and accrued interest on the Notes to redemption or maturity, the Company
may in certain circumstances be discharged from the Indenture and the Notes or
may be discharged from certain of its obligations under certain provisions of
the Indenture.

4. Registered Form; Denominations; Transfer; Exchange.

         The Notes are in registered form without coupons in denominations of
$1,000 principal amount and any integral thereof. A Holder may register the
transfer or exchange of Notes in accordance with the Indenture. The Trustee may
require a Holder to furnish appropriate endorsements and transfer documents and
to pay any taxes and fees required by law or permitted by the Indenture.
Pursuant to the Indenture, there are certain periods during which the Trustee
will not be required to issue, register the transfer of or exchange any Note or
certain portions of a Note.

5. Defaults and Remedies.

         If an Event of Default, as defined in the Indenture, occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes may declare all the Notes to be due and payable. If a
bankruptcy or insolvency default with respect to the Company occurs and is
continuing, the Notes automatically become due and payable. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of a majority in
aggregate principal amount of the Notes then outstanding may direct the Trustee
in its exercise of remedies.

6. Amendment and Waiver.

         Subject to certain exceptions, the Indenture and the Notes may be
amended, or default may be waived, with the consent of the Holders of a majority
in aggregate principal amount of the outstanding Notes. Without notice to or the
consent of any Holder, the Company and the Trustee may amend or supplement the
Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency if such amendment or supplement does not adversely affect the
interests of the Holders in any material respect.

7. Authentication.


                                       A-6

<PAGE>


         This Note is not valid until the Trustee (or Authenticating Agent)
signs the certificate of authentication on the other side of this Note.

         8. Abbreviations.


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

         The Company will furnish a copy of the Indenture to any Holder upon
written request and without charge.


                                       A-7

<PAGE>


                            [FORM OF TRANSFER NOTICE]

         FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.



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



--------------------------------------------------------------------------------
Please print or typewrite name and address including zip code of assignee



--------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing



--------------------------------------------------------------------------------
attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.


                                       A-8
<PAGE>


[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL
CERTIFICATES BEARING A RESTRICTED LEGEND]

         In connection with any transfer of this Note occurring prior to       ,
the undersigned confirms that such transfer is made without utilizing any
general solicitation or general advertising and further as follows:


[ ] (1) This Note is being transferred to a "qualified institutional buyer" in
compliance with Rule 144A under the Securities Act of 1933, as amended and
certification in the form of Exhibit F to the Indenture is being furnished
herewith.

[ ] (2) This Note is being transferred to a non-U.S. Person in compliance with
the exemption from registration under the Securities Act of 1933, as amended,
provided by Regulation S thereunder, and certification in the form of Exhibit E
to the Indenture is being furnished herewith.

                                   or

[ ] (3) This Note is being transferred other than in accordance with (1) or (2)
above and documents are being furnished which comply with the conditions of
transfer set forth in this Note and the Indenture.

         If none of the foregoing boxes is checked, the Trustee is not obligated
to register this Note in the name of any Person other than the Holder hereof
unless and until the conditions to any such transfer of registration set forth
herein and in the Indenture have been satisfied.

Date:
      -------------------
                                               -------------------------------
                                               Seller

                                               By
                                                 -----------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of the within-mentioned
                                    instrument in every particular, without
                                    alteration or any change whatsoever.


                                       A-9

<PAGE>


                              Signature Guaranty:(1)
                                                    -------------------------

                                     By
                                        -------------------------------------
                                     To be executed by an executive officer






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

         (1) Signatures must be guaranteed by an "ELIGIBLE GUARANTOR
INSTITUTION" meeting the requirements of the Registrar, which requirements
include membership or participation in the Note Transfer Agent Medallion Program
("STAMP") or such other "SIGNATURE GUARANTEE PROGRAM" as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.


                                      A-10

<PAGE>


                         SCHEDULE OF EXCHANGES OF NOTES

         The following exchanges of a part of this Global Note for Certificated
Notes or a part of another Global Note have been made:

<TABLE>
<CAPTION>
                                                                    PRINCIPAL AMOUNT OF
                                                                     THIS GLOBAL NOTE
                    AMOUNT OF DECREASE     AMOUNT OF INCREASE IN      FOLLOWING SUCH           SIGNATURE OF
                    IN PRINCIPAL AMOUNT     PRINCIPAL AMOUNT OF         DECREASE (OR      AUTHORIZED OFFICER OF
DATE OF EXCHANGE     OF THIS GLOBAL NOTE     THIS GLOBAL NOTE             INCREASE)               TRUSTEE
----------------   ----------------------  -----------------------------------------------------------------
<S>                <C>                     <C>                   <C>                      <C>

</TABLE>

                                      A-11

<PAGE>


                                                                       EXHIBIT B
                             SUPPLEMENTAL INDENTURE

                           dated as of _____________, ______

                                      among

                              Roadway Corporation,

                         [The Guarantor(s) Party Hereto]

                                       and

                                 SunTrust Bank,
                                   as Trustee

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

                    8 1/4 % Senior Notes Due December 1, 2008


<PAGE>


         THIS SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), entered
into as of,        , among Roadway Corporation, a Delaware corporation (the
"COMPANY"), [insert each Guarantor executing this Supplemental Indenture and
its jurisdiction of incorporation] (each an "UNDERSIGNED") and SunTrust Bank,
as trustee (the "TRUSTEE").

                                    RECITALS

         WHEREAS, the Company, the Guarantors party thereto and the Trustee
entered into the Indenture, dated as of November 30, 2001 (the "INDENTURE"),
relating to the Company's 8 1/4 % Senior Notes due December 1, 2008 (the
"NOTES");

         WHEREAS, as a condition to the Trustee entering into the Indenture and
the purchase of the Notes by the Holders, the Company agreed pursuant to the
Indenture to cause certain Subsidiaries, including certain newly acquired or
created Subsidiaries, to provide Guaranties in certain circumstances.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally bound, the parties the Indenture
hereby agree as follows:

         SECTION 1. Capitalized terms used herein and not otherwise defined
herein are used as defined in the Indenture.

         SECTION 2. Each Undersigned, by its execution of this Supplemental
Indenture, agrees to be a Guarantor under the Indenture and to be bound by the
terms of the Indenture applicable to Guarantors, including, but not limited to,
Article 10 thereof.

         SECTION 3. This Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.

         SECTION 4. This Supplemental Indenture may be signed in various
counterparts which together will constitute one and the same instrument.

         SECTION 5. This Supplemental Indenture is an amendment supplemental to
the Indenture and the Indenture and this Supplemental Indenture will henceforth
be read together.

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


                                       B-2

<PAGE>


                                                Roadway Corporation,
                                                           as Issuer

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

                                                [GUARANTOR]

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

                                                SunTrust Bank, as Trustee

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


                                       B-3

<PAGE>


                                                                       EXHIBIT C

                                RESTRICTED LEGEND

         THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
         EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933
         (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR
         OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
         APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY
         NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION
         FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
         144A THEREUNDER.

         THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
         THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
         ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
         BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
         UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
         RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
         ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN
         EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE
         144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
         THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
         STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
         SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE
         FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


<PAGE>


                                                                       EXHIBIT D

         For Global Note only: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
         AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
         CORPORATION (THE "DEPOSITARY", WHICH TERM INCLUDES ANY SUCCESSOR
         DEPOSITARY FOR THE CERTIFICATES) TO THE COMPANY OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
         ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
         REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
         PAYMENT HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
         REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
         TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
         ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
         CO., HAS AN INTEREST HEREIN.


<PAGE>


                                                                       EXHIBIT E

                            Regulation S Certificate

                          _______________________, _____

SunTrust Bank as Trustee
424 Church Street, 6th Floor
Nashville, TN 37219
Attention: Corporate Trust Administration

           Re:  Roadway Corporation 8 1/4 % Senior Notes due December
                1, 2008 (the "NOTES") Issued under the Indenture
                (the "INDENTURE") dated as of November 30, 2001
                relating to the Notes
                ----------------------------------------------------


Dear Sirs:

         Terms are used in this Certificate as used in Regulation S ("Regulation
S") under the Securities Act of 1933, as amended (the "Securities Act"), except
as otherwise stated herein.

         [CHECK A OR B AS APPLICABLE.]

         [ ]  A. This Certificate relates to our proposed transfer of $
                  principal amount of Notes issued under the Indenture. We
                  hereby certify as follows:

                  1.       The offer and sale of the Notes was not and will not
                           be made to a person in the United States (unless such
                           person is excluded from the definition of "U.S.
                           person" pursuant to Rule 902(k)(2)(vi) or the account
                           held by it for which it is acting is excluded from
                           the definition of "U.S. person" pursuant to Rule
                           902(k)(2)(i) under the circumstances described in
                           Rule 902(g)(3)) and such offer and sale was not and
                           will not be specifically targeted at an identifiable
                           group of U.S. citizens abroad.

                  2.       Unless the circumstances described in the
                           parenthetical in paragraph 1 above are applicable,
                           either (a) at the time the buy order was originated,
                           the buyer was outside the United


<PAGE>


                           States or we and any person acting on our behalf
                           reasonably believed that the buyer was outside the
                           United States or (b) the transaction was executed in,
                           on or through the facilities of a designated offshore
                           securities market, and neither we nor any person
                           acting on our behalf knows that the transaction was
                           pre-arranged with a buyer in the United States.

                  3.       Neither we, any of our affiliates, nor any person
                           acting on our or their behalf has made any directed
                           selling efforts in the United States with respect to
                           the Notes.

                  4.       The proposed transfer of Notes is not part of a plan
                           or scheme to evade the registration requirements of
                           the Securities Act.

                  5.       If we are a dealer or a person receiving a selling
                           concession, fee or other remuneration in respect of
                           the Notes, and the proposed transfer takes place
                           during the Restricted Period (as defined in the
                           Indenture), or we are an officer or director of the
                           Company or an Initial Purchaser (as defined in the
                           Indenture), we certify that the proposed transfer is
                           being made in accordance with the provisions of Rule
                           904(b) of Regulation S.

           [ ] B. This Certificate relates to our proposed exchange of $
                  principal amount of Notes issued under the Indenture for an
                  equal principal amount of Notes to be held by us. We hereby
                  certify as follows:

                  1.       At the time the offer and sale of the Notes was made
                           to us, either (i) we were not in the United States or
                           (ii) we were excluded from the definition of "U.S.
                           person" pursuant to Rule 902(k)(2)(vi) or the account
                           held by us for which we were acting was excluded from
                           the definition of "U.S. person" pursuant to Rule
                           902(k)(2)(i) under the circumstances described in
                           Rule 902(g)(3); and we were not a member of an
                           identifiable group of U.S. citizens abroad.

                  2.       Unless the circumstances described in paragraph 1(ii)
                           above are applicable, either (a) at the time our buy
                           order was originated, we were outside the United
                           States or (b) the transaction was executed in, on or
                           through the facilities of a designated offshore
                           securities market and we did not pre- arrange the
                           transaction in the United States.

                  3.       The proposed exchange of Notes is not part of a plan
                           or


                                       E-2

<PAGE>


                           scheme to evade the registration requirements of the
                           Securities Act.

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

                                     Very truly yours,

                                     [NAME OF SELLER (FOR TRANSFERS)
                                                OR OWNER (FOR EXCHANGES)]

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

Date:_____________________



                                       E-3

<PAGE>


                                                                       EXHIBIT F

                              Rule 144A Certificate

                                   _________________, _____

SunTrust Bank as Trustee
424 Church Street, 6th Floor
Nashville, TN 37219
Attention: Corporate Trust Administration

                  Re:      Roadway Corporation 8 1/4 % Senior Notes due December
                           1, 2008 (the "NOTES") Issued under the Indenture
                           (the "INDENTURE") dated as of November 30, 2001
                           relating to the Notes
                           ----------------------------------------------------

Ladies and Gentlemen:

         TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.

         This Certificate relates to:

         [CHECK A OR B AS APPLICABLE.]

[ ]   A. Our proposed purchase of $ principal amount of Notes issued under
         the Indenture.

[ ]   B. Our proposed exchange of $ principal amount of Notes issued under
         the Indenture for an equal principal amount of Notes to be held by us.

         We and, if applicable, each account for which we are acting in the
aggregate owned and invested more than $100,000,000 in securities of issuers
that are not affiliated with us (or such accounts, if applicable), as of     ,
200_, which is a date on or since close of our most recent fiscal year. We and,
if applicable, each account for which we are acting, are a qualified
institutional buyer within the meaning of Rule 144A ("Rule 144A") under the
Securities Act of 1933, as amended (the "Securities Act"). If we are acting on
behalf of an account, we exercise sole investment discretion with respect to
such account. We are aware that the transfer of Notes to us, or such exchange,
as applicable, is being made in reliance upon the exemption from the provisions
of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of
this Certificate we have received such information regarding the Company as we
have requested


<PAGE>


pursuant to Rule 144A(d)(4) or have determined not to request such information.

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

                                   Very truly yours,

                                   [NAME OF PURCHASER (FOR
                                              TRANSFERS) OR OWNER (FOR
                                              EXCHANGES)]

                                   By:
                                      ----------------------------------------
                                      Name:
                                      Title:
                                      Address:
Date:_____________________


                                       F-2

<PAGE>


                                                                       EXHIBIT G

                   [COMPLETE FORM I OR FORM II AS APPLICABLE.]

                                    [FORM I]

                       Certificate of Beneficial Ownership

  To:  SunTrust Bank, as Trustee
       424 Church Street, 6th Floor
       Nashville, TN 37219

       Attention: Corporate Trust Administration  OR
       Euroclear Bank S.A./N.V., as operator of the Euroclear System OR
       Clearstream Banking SA

       Re:      Roadway Corporation 8 1/4 % Senior Notes due December
                1, 2008 (the "NOTES") Issued under the Indenture
                (the "INDENTURE") dated as of November 30, 2001
                relating to the Notes
                ----------------------------------------------------
  Ladies and Gentlemen:

         We are the beneficial owner of $ principal amount of Notes issued under
the Indenture and represented by a Temporary Offshore Global Note (as defined in
the Indenture).

         We hereby certify as follows:

         [CHECK A OR B AS APPLICABLE.]

[ ]   A. We are a non-U.S. person (within the meaning of Regulation S under
         the Securities Act of 1933, as amended).

[ ]   B. We are a U.S. person (within the meaning of Regulation S under the
         Securities Act of 1933, as amended) that purchased the Notes in a
         transaction that did not require registration under the Securities Act
         of 1933, as amended.

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


<PAGE>


                                              Very truly yours,

                                              [NAME OF BENEFICIAL OWNER]

                                              By:
                                                 ------------------------------
                                                 Name:
                                                 Title:
                                                 Address:
  Date:_______________________


                                    [FORM II]

                       Certificate of Beneficial Ownership

To:  SunTrust Bank, as Trustee
     424 Church Street, 6th Floor
     Nashville, TN 37219

     Attention: Corporate Trust Administration

         Re:      Roadway Corporation 8 1/4 % Senior Notes due December 1, 2008
                  (the "NOTES") Issued under the Indenture (the "INDENTURE")
                  dated as of November 30, 2001 relating to the Notes
                  -------------------------------------------------------------

Ladies and Gentlemen:

         This is to certify that based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations ("Member Organizations") appearing in our records as persons being
entitled to a portion of the principal amount of Notes represented by a
Temporary Offshore Global Note (as defined in the Indenture) issued under the
above-referenced Indenture, that as of the date hereof, $ principal amount of
Notes represented by the Temporary Offshore Global Note being submitted herewith
for exchange is beneficially owned by persons that are either (i) non-U.S.
persons (within the meaning of Regulation S under the Securities Act of 1933, as
amended) or (ii) U.S. persons that purchased the Notes in a transaction that did
not require registration under the Securities Act of 1933, as amended.

         We further certify that (i) we are not submitting herewith for exchange
any portion of such Temporary Offshore Global Note excepted in such Member


                                       G-2

<PAGE>


Organization certifications and (ii) as of the date hereof we have not received
any notification from any Member Organization to the effect that the statements
made by such Member Organization with respect to any portion of such Temporary
Offshore Global Note submitted herewith for exchange are no longer true and
cannot be relied upon as of the date hereof.

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

                             Yours faithfully,

                             EUROCLEAR BANK S.A./N.V., as
                                 operator of the Euroclear System

                                                          OR

                             CLEARSTREAM BANKING SA

                             By:
                                 ---------------------------------
                                 Name:
                                 Title:
                                 Address:
Date:______________


                                      G-3

<PAGE>


                                                                       EXHIBIT H

         THIS NOTE IS A TEMPORARY GLOBAL NOTE. PRIOR TO THE EXPIRATION OF THE
         RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY
         NOT BE HELD BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A
         U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM
         REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT"). BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR
         PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH
         THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN
         REGULATION S UNDER THE SECURITIES ACT.